Arcadia Biosciences, Inc. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures As of December 31, 2025, the effectiveness of Arcadia’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act) were evaluated, with the participation of Arcadia’s principal executive officer and principal financial officer. Based on this evaluation, Arcadia’s principal executive officer and interim principal financial officer, concluded that these disclosure controls and procedures were not effective as of December 31, 2025, as a result of the material weaknesses in our internal control over financial reporting, as further discussed below. Notwithstanding these material weaknesses, management concluded that our consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in conformity with U.S. GAAP. Management’s Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Arcadia’s principal executive officer and interim principal financial officer, evaluated the effectiveness of Arcadia’s internal control over financial reporting using the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation and the existence of the material weaknesses described below, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2025. Material Weaknesses A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement in our annual or interim financial statements will not be prevented or detected on a timely basis. In connection with the audit of our consolidated financial statements for the year ended December 31, 2025, we identified material weaknesses in our internal control over financial reporting related to: (a) insufficient segregation of duties in the financial statement close process; and (b) insufficient information system controls, including access and change management controls. The Company’s employee headcount has been reduced, resulting in insufficient personnel to maintain proper segregation of duties, which impacts the effectiveness of business processes as well as information systems controls. Remediation Plans and Status We are committed to maintaining a strong internal control environment and implementing measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated. In this remediation process, which involve designing and implementing controls and processes to address the material weaknesses, management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. As a result of our resource constraints, these risks may continue to persist going forward. Changes in Internal Control over Financial Reporting Except as described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 62 Table of Contents Item 9B. Other Information. No director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K) during the three months ended December 31, 2025. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections . None. 63 Table of Contents PART III Item 10. Directors, Executive Off icers and Corporate Governance. The information required by this item will be contained in our definitive proxy statement to be filed with the Securities and Exchange Commission on Schedule 14A in connection with our 2026 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed no later than 120 days after the end of our fiscal year ended December 31, 2025, including without limitation under the headings “Executive Officers,” “Election of Directors,” “Corporate Governance,” and “Delinquent Section 16(a) Reports,” and is incorporated herein by reference, or will be included in an amendment to this Annual Report on Form 10-K. The Company has adopted an insider trading policy governing the purchase, sale and/or other dispositions of the Company’s securities that applies to its officers, directors and employees as well as other covered persons. The Company believes its insider trading policy and repurchase procedures are reasonably designed to promote compliance with U.S. insider trading laws, rules and regulations, and listing standards applicable to the Company. A copy of the Company’s insider trading policy is filed with this Annual Report on Form 10‑K as Exhibit 19.1. The Company has adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code is posted on the Corporate Governance section of our website, which is located at www.arcadiabio.com . If Arcadia makes any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions, or any officer or director, the Company will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K. Item 11. Executi ve Compensation. The information required by this item will be contained in Proxy Statement, including without limitation under the headings “Executive Compensation,” “Director Compensation” and “Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information,” is incorporated herein by reference, or will be included in an amendment to this Annual Report on Form 10-K. Item 12. Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters. The information required by this item will be contained in Proxy Statement, including without limitation under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information,” and is incorporated herein by reference, or will be included in an amendment to this Annual Report on Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by this item will be contained in Proxy Statement, including without limitation under the headings “Certain Relationships and Related Party Transactions” and “Corporate Governance,” and is incorporated herein by reference, or will be included in an amendment to this Annual Report on Form 10-K. Item 14. Principal Accoun ting Fees and Services. The information required by this item will be contained in Proxy Statement, including without limitation under the heading “Ratification of Independent Registered Public Accounting Firm-Principal Accounting Fees and Services,” and is incorporated herein by reference, or will be included in an amendment to this Annual Report on Form 10-K. Auditor Firm Id: 34 Auditor Name: Deloitte & Touche LLP Auditor Location: Tempe, AZ , United States 64 Table of Contents PART IV Item 15. Exhibits, Financ ial Statement Schedules. The financial statements schedules and exhibits filed as part of this Annual Report on Form 10-K are as follows: (a)(1) Financial Statements Reference is made to the financial statements included in Item 8 of Part II hereof. (a)(2) Financial Statement Schedules All other schedules are omitted because they are not required or the required information is included in the statements or notes thereto. (a)(3) Exhibits Reference is made to the Exhibit Index accompanying this Annual Report on Form 10-K. Item 16. Form 10-K Summary. Not applicable. Exhibit Index Incorporated by Reference Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed Herewith 2.1 Securities Exchange Agreement dated as of December 4, 2024. 8-K 001-37383 2.1 12/06/2024 2.2 First Amendment to Securities and Exchange Agreement dated as of April 25, 2025 S-4/A 333-284972 2.2 7/31/2025 3.1 Amended and Restated Certificate of Incorporation of Registrant. 8-K 001-37383 3.1 5/26/2015 3.2 Amendment to the Amended and Restated Certificate of Incorporation of Registrant. 8-K 001-37383 3.1 2/28/2023 3.3 Certificate of Designation of Series A Preferred Stock. 8-K 001-37383 3.1 12/8/2022 3.4 Amended and Restated Bylaws of Registrant. 8-K 001-37383 3.2 5/26/2015 3.5 Amendment to the Amended and Restated Bylaws of Registrant. 8-K 001-37383 3.2 12/8/2022 4.1 Form of Registrant’s common stock certificate. S-3 333-224061 4.1 3/30/2018 4.2 Form of Investor Warrant. 8-K 001-37383 4.1 12/22/2020 4.3 Form of Placement Agent Warrant. 8-K 001-37383 4.2 12/22/2020 65 Table of Contents 4.4 Form of Investor Warrant. 8-K 001-37383 4.1 1/29/2021 4.5 Form of Placement Agent Warrant. 8-K 001-37383 4.2 1/29/2021 4.6 Form of Investor Pre-Funded Warrant. 8-K 001-37383 4.1 8/16/2022 4.7 Form of Investor Preferred Investment Option. 8-K 001-37383 4.2 8/16/2022 4.8 Form of Placement Agent Preferred Investment Option. 8-K 001-37383 4.3 8/16/2022 4.9 Form of Pre-Funded Warrant. 8-K 001-37383 4.1 3/3/2023 4.10 Form of Series A Preferred Investment Option. 8-K 001-37383 4.2 3/3/2023 4.11 Form of Series B Preferred Investment Option. 8-K 001-37383 4.3 3/3/2023 4.12 Form of Placement Agent Preferred Investment Option. 8-K 001-37383 4.4 3/3/2023 4.13 Form of Preferred Investment Option. 8-K 001-37383 4.1 1/14/2026 4.14 Form of Placement Agent Preferred Investment Option. 8-K 001-37383 4.4 1/14/2026 4.15 Description of Registrant’s Securities Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. 10-K 001-37383 4.7 3/28/2024 10.1* Form of Indemnification Agreement between the Registrant and each of its Officers and Directors. S-1 333-202124 10.7 2/17/2015 10.2* 2015 Omnibus Equity Incentive Plan and forms of agreement thereunder. 10-Q 001-37383 10.5 8/13/2024 10.3* Executive Incentive Bonus Plan. S-1/A 333-202124 10.15 5/11/2015 10.4* Amended and Restated Director Compensation Policy. 10-Q 001-37383 10.14 5/10/2016 10.5* Form of Severance and Change in Control Agreement. S-1/A 333-202124 10.18 4/6/2015 10.6* Employment Letter and Severance and Change in Control Agreement for Thomas J. Schaefer. 8-K/A 001-37383 10.1 1/5/2023 10.7 Form of Registration Rights Agreement . 8-K 001-37383 10.2 3/23/2018 10.8 Form of Securities Purchase Agreement dated as of December 18, 2020, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto . 8-K 001-37383 10.1 12/22/2020 66 Table of Contents 10.9 Form of Securities Purchase Agreement dated as of January 25, 2021, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto. 8-K 001-37383 10.1 1/29/2021 10.10 Form of Registration Rights Agreement dated as of January 25, 2021, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto. 8-K 001-37383 10.2 1/29/2021 10.11 Form of Securities Purchase Agreement, dated as of August 12, 2022, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto. 8-K 001-37383 10.1 8/16/2022 10.12 Form of Securities Purchase Agreement dated as of March 2, 2023, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto. 8-K 001-37383 10.1 3/3/2023 10.13 Form of Registration Rights Agreement dated as of March 2, 2023, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto. 8-K 001-37383 10.2 3/3/2023 10.14 Form of Investment Option Amendment, dated as of March 2, 2023. 8-K 001-37383 10.3 3/3/2023 10.15 +±** Asset Purchase Agreement 8-K 001-37383 10.1 5/17/2024 10.16 +±** Asset Purchase Agreement 8-K 001-37383 10.1 5/20/2024 10.17 Promissory Note 8-K 001-37383 10.2 5/20/2024 10.18 Security Agreement 8-K 001-37383 10.3 5/20/2024 10.19 Employment Letter and Severance and Change in Control Agreement for Thomas J. Schaefer 8-K/A 001-37383 10.1 8/23/2024 10.20 Employment Letter and Severance and Change in Control Agreement for Mark Kawakami 8-K/A 001-37383 10.2 8/23/2024 10.21 Form of Inducement Letter Agreement dated January 9, 2026. 8-K 001-37383 10.1 1/14/2026 19.1 Insider Trading Disclosure Policy 10-K/A 001-37383 19.1 4/30/2025 21.1 List of subsidiaries of the Registrant. S-1 333-262407 21.1 1/28/2022 23.1 Consent of Deloitte & Touche LLP, independent registered public accounting firm. X 24.1 Power of attorney (included in the signature page to this filing) . X 67 Table of Contents 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 97.1 Dodd-Frank Clawback Policy. 10-K 001-37383 97.1 3/28/2024 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X 101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents X 104.1 Cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in inline XBRL (and contained in Exhibit 101) X * Indicates a management contract or compensatory plan or arrangement. + Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K as we have determined they (1) are not material and (2) are the type that the Company treats as private or confidential. The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request. ± Annexes, schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. ** Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC. 68 Table of Contents SIGNAT URES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. ARCADIA BIOSCIENCES, INC. Date: March 26, 2026 By: /s/ THOMAS J. SCHAEFER Thomas J. Schaefer President, Chief Executive Officer Power of Attorney Each person whose individual signature appears below hereby authorizes and appoints Thomas J. Schaefer with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated. Name Title Date /s/ THOMAS J. SCHAEFER Thomas J. Schaefer Director, Chief Executive Officer, Interim Chief Financial Officer (Principal Executive Officer, Principal Financial and Accounting Officer) March 26, 2026 /s/ KEVIN COMCOWICH Kevin Comcowich Director March 26, 2026 /s/ LILIAN SHACKELFORD MURRAY Lilian Shackelford Murray Director March 26, 2026 /s/ GREGORY D. WALLER Gregory D. Waller Director March 26, 2026 /s/ AMY YODER Amy Yoder Director March 26, 2026 69