Sec Form 4 Filing - Kennedy Thomas Ronan @ cbdMD, Inc. - 2024-09-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Kennedy Thomas Ronan 2. Issuer Name and Ticker or Trading Symbol cbdMD, Inc. [ YCBD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and CFO (Last) (First) (Middle) 2101 WESTINGHOUSE BLVD. SUITE A 3. Date of Earliest Transaction (MM/DD/YY) 09/26/2024 (Street) CHARLOTTE, NC28273 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares 8% Series A Cumulative Convertible Preferred Stock $ 270 09/26/2024 P 1,000 ( 1 ) ( 1 ) Common Stock 4 $ 0.55 41,765 I By CRED Trust ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Kennedy Thomas Ronan 2101 WESTINGHOUSE BLVD. SUITE A CHARLOTTE, NC28273 CEO and CFO Signatures /s/ T. Ronan Kennedy 09/30/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Preferred Stock has no maturity and remains outstanding unless a holder chooses to convert it into common stock, the Issuer elects to automatically convert it into shares of its common stock upon a "Market Trigger", as defined in the Issuer's Certificate of Designations, Rights and Preferences of the Preferred Stock filed on October 11, 2019 (the "Designation"), the Issuer elects to redeem it, or a Change of Control, occurs resulting in a mandatory redemption. The Issuer may elect to convert the Preferred Stock into shares of common stock if the closing price of the common stock has exceeded $371.25 for at least 20 out of 30 consecutive trading days ending within 5 trading days prior to the notice of automatic conversion. The Issuer may redeem the Preferred Stock at $10 per share, plus all accrued and unpaid dividends. Upon the occurrence of a Change of Control the Issuer will redeem all of the shares of Preferred Stock at $11 per share, plus any accrued but unpaid dividends. ( 2 )Represents shares of common stock held by CRED Trust for which the Reporting Person is the trustee and holds voting and dispositive control.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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