{"url_path":"/sec/rkda/8-k/2026-07-02/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/1469443/0001193125-26-294619-index.html","accession_number":"0001193125-26-294619","cik":"0001469443","ticker":"RKDA","issuer_name":"Arcadia Biosciences, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1469443/0001193125-26-294619-index.html","primary_entity_key":"0001469443","primary_entity_name":"Arcadia Biosciences, Inc."},"word_count":745,"has_tables":true,"body_markdown":"## Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\nOn April 30, 2026, Arcadia Biosciences, Inc. (the \"Company\") filed an amendment to its Annual Report on Form 10-K/A (the “Form 10-K/A”) with the Securities and Exchange Commission (the “Commission”). Pursuant to Instruction 1 to Items 402(c)(2)(iii) and (iv) of Regulation S-K, a footnote to the “2025 Summary Compensation Table” included in the Form 10-K/A noted that as of the date of filing of the Form 10-K/A, the Company had not paid any bonus compensation to named executive officers under its executive incentive bonus plan for services in 2025, that the amount of any cash bonus compensation for the 2025 year for Mr. Schaefer was not determinable as of the date of filing of the Form 10-K/A, and that when the amount of any bonus compensation to Mr. Schaefer for services in 2025 was determined, the Company would file a Report on Form 8-K with the Commission disclosing the amount of any cash bonus paid and a recalculated total compensation figure, pursuant to Item 5.02(f) of Form 8-K.\n\n \n\nOn July 1, 2026, the Board of Directors of the Company (the “Board”) and the Compensation Committee of the Board approved a discretionary cash bonus payment to Thomas J. Schaefer, the Chief Executive Officer and Interim Chief Financial Officer of the Company, with respect to the 2025 year. Set forth below is an updated “2025 Summary Compensation Table” which, pursuant to Item 5.02(f) of Form 8-K, includes the amount of cash bonuses payable to Mr. Schaefer as well as the total compensation figures for the Company’s named executive officers for the 2025 and 2024 years. No other named executive officers received a bonus payment with respect to the 2025 year.\n\n2025 Summary Compensation Table\n\n \n\nName and Principal Position\n\n \n\nFiscal\nYear\n\n \n\nSalary\n($)\n\n \n\n \n\nBonus\n($)\n\n \n\n \n\nStock\nAwards\n($)\n\n \n\n \n\nOption\nAwards\n($)(1)\n\n \n\n \n\nNon-\nEquity\nIncentive\nPlan\nCompensation\n($)(2)\n\n \n\n \n\nAll\nOther\nCompensation\n($)\n\n \n\n \n\nTotal\n($)\n\n \n\nThomas J. Schaefer\n\n \n\n2025\n\n \n\n$\n\n260,000\n\n \n\n \n\n$\n\n169,000(2)\n\n \n\n \n\n \n\n—\n\n \n\n \n\n$\n\n40,001\n\n \n\n \n\n \n\n—\n\n \n\n \n\n$\n\n4,057\n\n \n\n \n\n$\n\n473,058\n\n \n\nPresident and Chief\n   Executive Officer(3)\n\n \n\n2024\n\n \n\n$\n\n260,000\n\n \n\n \n\n$\n\n65,000\n\n \n\n \n\n \n\n—\n\n \n\n \n\n$\n\n43,888\n\n \n\n \n\n$\n\n126,853\n\n \n\n \n\n$\n\n3,736\n\n \n\n \n\n$\n\n499,477\n\n \n\nMark Kawakami\n\n \n\n2025\n\n \n\n$\n\n212,063\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n$\n\n40,001\n\n \n\n \n\n \n\n—\n\n \n\n \n\n$\n\n22,364\n\n \n\n \n\n$\n\n274,428\n\n \n\nFormer Chief Financial Officer (4)\n\n \n\n2024\n\n \n\n$\n\n212,742\n\n \n\n \n\n$\n\n53,016\n\n \n\n \n\n \n\n—\n\n \n\n \n\n$\n\n43,888\n\n \n\n \n\n$\n\n57,802\n\n \n\n \n\n$\n\n2,727\n\n \n\n \n\n \n\n370,175\n\n \n\n \n\n \n\n \n\n(1) Amounts do not reflect compensation actually received by the officer. Instead, the amounts represent aggregate grant date fair value of options granted during 2025 computed in accordance with ASC Topic 718 Stock Compensation. The valuation assumptions used in determining such amounts are consistent with those described in Note 13 of the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. On May 9, 2025, each of Mr. Schaefer and Mr. Kawakami was granted an option to purchase 12,500 shares of common stock under our 2015 Omnibus Equity Incentive Plan. The stock options have a term of ten years and vest over four years, with 25% of the shares subject to the stock options vesting on the first anniversary of the grant date, and an additional 1/36th of the shares vesting each month thereafter, subject to continued service through the applicable vesting dates. Mr. Kawakami resigned as an officer and employee effective September 12, 2025, and his options have expired and terminated.\n\n(2) The amounts shown for 2024 represent amounts earned pursuant to our Executive Incentive Bonus Plan for services in 2024, which were paid in 2025. The amounts for 2024 were determined based on a weighting of the achievement of Financial and Individual Goals. In light of, among other factors, the proposed business combination transaction between the Company and Roosevelt Resources, LP which was terminated in December 2025, the Company did not pay bonuses under its Executive Incentive Bonus Plan to any named executive officer for the 2025 year. Mr. Schaefer is eligible to receive an annual incentive cash bonus and received a discretionary bonus payment for the 2025 year.\n\n(3) Mr. Schaefer served as the Company’s Chief Financial Officer until his appointment as Chief Executive Officer on July 3, 2024. Amounts shown in the table include compensation for services rendered in all capacities.\n\n(4) Mr. Kawakami served as the Vice President of Finance until his appointment as Chief Financial Officer on July 3, 2024. Amounts shown in the table include compensation for services rendered in all capacities."}