Edible Garden AG Incorporated filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 29, 2025

Registrant’s telephone number, including area code: (908) 750-3953

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 29, 2025, the board of directors (the “Board”) of Edible Garden AG Incorporated (the “Company”) approved an increase to the size of the Board from four directors to five. Additionally, on December 29, 2025, the Board appointed Michael J. Naidrich to the Board, effective immediately. Mr. Naidrich will serve on the Board until the Company’s 2026 annual meeting of stockholders and until his successor has been duly elected and qualified or until his earlier death, disqualification, resignation or removal. Mr. Naidrich has been appointed to the Audit Committee, Compensation Committee, and Nominating and Governance Committee of the Board and has been appointed as Chair of the Audit Committee.

Mr. Naidrich will be compensated for his service on the Board in the same manner as the Company’s other non-employee directors. Accordingly on December 29, 2025, Mr. Naidrich received a restricted stock award of 131,810 shares under the Company’s 2025 Officer and Director Equity Incentive Plan, which will vest on December 29, 2026, subject to Mr. Naidrich’s continued service on the Board.

Mr. Naidrich was not selected to serve on the Board under any arrangement or understanding between him and any other person. The Company is not aware of any transactions with Mr. Naidrich that would require disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On December 30, 2025, the Company issued a press release announcing the appointment of Mr. Naidrich to the Board. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information provided pursuant to this Item 7.01, including Exhibit 99.1, is being “furnished” herewith and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section, nor shall the information be deemed to be incorporated by reference into any filing of Edible Garden AG Incorporated under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent specifically provided in such a filing.

Item 8.01 Other Events.

Mathew McConnell, a director on the Board, has been appointed Executive Vice President of the Company. In connection with this appointment, Mr. McConnell will no longer serve on the Audit Committee, Compensation Committee, and Nominating and Governance Committee of the Board.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.