Functional Brands Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Leadership Update, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
The description in Item 5.02 below, as it relates to the Executive Employment Agreement Amendment entered into with Mr. Eric Gripentrog, a copy of which is filed herewith as Exhibit 10.1, is incorporated in this Item 1.01 herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Executive Employment Agreement Amendment
On February 18, 2026, the Compensation Committee of the Board of Directors of Functional Brands Inc. (the “Company”) approved Amendment No. 1 (the “Executive Employment Agreement Amendment”) to the Executive Employment Agreement, dated as of March 1, 2025, by and between the Company and Eric Gripentrog, the Chief Executive Officer of the Company, to provide for extension of the vesting schedule for certain restricted stock units previously approved as compensation for the executive.
The foregoing description of the Executive Employment Agreement Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the form of Executive Employment Agreement Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Independent Director Agreements
On February 17, 2026, the Company entered into formal agreements with the Company’s independent directors (the “Independent Director Agreements”), Girard Smith, Lourdes Felix, and Steven Rossi (the “Independent Directors”). Under the Independent Director Agreements, each Independent Director will be entitled to (i) annual cash compensation totaling $60,000 and (ii) receive an initial grant, upon Board and stockholder approval of the Company’s 2026 Equity Incentive Plan, of such number of stock options as may be determined by the Board of Directors of the Company, such options shall vest on the date of grant, and quarterly thereafter. The Independent Directors may also be entitled to annual cash compensation for services on committees of the Board. The Independent Director Agreements also provide for indemnification of each Independent Director by the Company.
The foregoing description of the Independent Director Agreements does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the form of Independent Director Agreements, a copy of which is attached hereto as Exhibit 10.2, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Executive Employment Agreement Amendment between the Company and Eric Gripentrog | |
| 10.2 | Form of Independent Director Agreements between the Company and each independent director | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) |
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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.
| Date: February 23, 2026 | FUNCTIONAL BRANDS INC. | |
| By: | /s/ Eric Gripentrog | |
| Name: | Eric Gripentrog | |
| Title: | Chief Executive Officer | |
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