Material Agreement, Financial Obligation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Effective May 20, 2026, cbdMD, Inc. (the "Company") entered into a Third Amendment to Lease (the "Amendment") to extend the Warehouse Lease entered into on August 27, 2019, as amended (the "Lease"), located at 2101 Westinghouse Boulevard, Suite A, Charlotte, North Carolina 28273. The facility also serves as the Company's executive offices. The Amendment extends the term of the Lease for a period of 62 months beginning on October 1, 2026, with a new expiration date of November 30, 2031 for 40,000 square feet of space. The Amendment provides for the reduction in monthly base rent to $38,000 per month for the initial year of the renewal term, with an annual base rent of $9.75 per square feet from March 1, 2025 through February 28, 2026, subject to annual increases up to $13.87 per square foot for the final two months of the amended term of the Lease. The Company shall also continue to pay Additional Rent and all other amounts. The monthly base rent shall be abated for the period from October 1, 2026 through November 30, 2026. Furthermore, as set forth under the Amendment the Company reduced the size of the Lease to 40,000 square feet, as the reduced size of the Lease is sufficient for the Company's current and expected operations.

Prior to entering into the Amendment management of the Company evaluated options regarding the expiring Lease and determined that an extension was in the Company's best interests. Management believes that the Company remaining in its current facilities with a reduced footprint aligns with the Company's current and long-term needs and reduces operating expenses throughout the extended lease term. The Amendment results in an annual reduction of gross rent expense of approximately $450,000 per year and net rent expense reduction of approximately $100,000 to $120,000 per year when factoring in ongoing sublet rent.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment which is filed as Exhibit 10.1 to this Form 8-K and incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in "Item 1.01 Entry into a Material Definitive Agreement" is incorporated by reference herein in its entirety.