Skip to main content

Arcadia Biosciences, Inc.

For the period ended Aug 10, 2026. Filed Aug 10, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Aug 10, 2026 · Filed Aug 10, 2026

RKDA$0.16-3.5%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

5956 Sherry Lane, Suite 2000

Dallas, TX 75225

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Thursday, September 10, 2026

Dear Stockholders of Arcadia Biosciences, Inc.:

We are pleased to invite you to attend our 2026 Annual Meeting of Stockholders to be held virtually on September 10, 2026, at 1:00 p.m. Central Time (the “Meeting”). At the virtual Meeting, we will ask you to consider the following proposals:

To elect one (1) Class II director;

To approve, pursuant to Nasdaq Listing Rule 5635(d), the potential issuance of our common stock upon exercise of the Series A-1 Preferred Investment Options that were sold in our private placement transaction that closed on June 12, 2026 (the “Issuance Proposal”);

To approve the 2026 Omnibus Equity Incentive Plan (the “Plan Proposal”);

To approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our outstanding shares of common stock, if our Board of Directors in its discretion determines to effect a reverse stock split at any time before June 30, 2027, at a reverse stock split ratio ranging from 1-for-2 to 1-for-10, as determined by our Board of Directors at a later date (the “Reverse Split Proposal”);

To approve, on a nonbinding advisory basis, the compensation of our named executive officers;

To ratify the appointment of Ramirez Jimenez International CPAs as our independent registered public accountants for the fiscal year ending December 31, 2026;

To approve a proposal to adjourn the Meeting by the Chairperson of the Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are not sufficient votes in favor of the Issuance Proposal or the Reverse Split Proposal (the “Adjournment Proposal”); and

To transact such other business that may properly come before the Meeting or any adjournment or postponement thereof.

The Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to listen to the Meeting, submit your questions, and vote during the live webcast of the meeting by visitingwww.virtualshareholdermeeting.com/RKDA2026 shortly prior to the scheduled start of the meeting and entering the 16‑digit control number found on the proxy card or voting instruction form.

Our Board of Directors has fixed the close of business on July 29, 2026, as the record date for the Meeting. Stockholders of record as of the record date are entitled to notice of, and to vote at, the Meeting or any postponements or adjournments of the Meeting. A list of stockholders entitled to vote at the Meeting will be available upon request for examination by any stockholder for any purpose relating to the Meeting for a period of 10 days ending on September 9, 2026, the day before the Meeting date. To access the list of record stockholders during such 10-day period, stockholders should emailir@arcadiabio.com.

Your vote is important. Whether or not you plan to participate in the Meeting, we would like for your shares to be represented. Please vote as soon as possible via the Internet, telephone, or mail.

Sincerely,

Thomas J. Schaefer

Chief Executive Officer & Corporate Secretary

Dallas, Texas

August 10, 2026

Whether or not you expect to participate in the Meeting, please vote via the Internet, by phone, or complete, date, sign and promptly return the accompanying proxy card or voting instruction card in the enclosed postage-paid envelope so that your shares may be represented at the Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on September 10, 2026: Our Proxy Statement, along with the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, is available at the following website: www.proxyvote.com. In accordance with rules approved by the Securities and Exchange Commission, we are providing this notice to our stockholders to advise them of the availability on the Internet of our proxy materials related to the Meeting. The rules allow companies to provide access to proxy materials in one of two ways. Because we have elected to utilize the “full set delivery” option, we are delivering our proxy materials to our stockholders under the “traditional” method, by providing paper copies, as well as providing access to our proxy materials on a publicly accessible website. Our Proxy Statement and proxy card are enclosed along with our Annual Report on Form 10-K for the year ended December 31, 2025, which is being provided as our annual report to stockholders. These materials are also available on the website: http://www.arcadiabio.com. The information on this website, other than the Proxy Statement, is not part of the Proxy Statement.

PROXY STATEMENT

2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Thursday, September 10, 2026

TABLE OF CONTENTS

Page
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING2
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE13
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT24
EXECUTIVE COMPENSATION26
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE36
COMMUNICATIONS WITH OUR BOARD OF DIRECTORS37
AUDIT COMMITTEE REPORT37
PROPOSAL ONE: ELECTION OF DIRECTORS38
PROPOSAL TWO: THE ISSUANCE PROPOSAL39
PROPOSAL THREE: APPROVAL OF 2026 OMNIBUS EQUITY INCENTIVE PLAN45
PROPOSAL FOUR: APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL52
PROPOSAL FIVE: ADVISORY VOTE ON EXECUTIVE COMPENSATION61
PROPOSAL SIX: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS62
PROPOSAL SEVEN: ADJOURNMENT OF MEETING65
OTHER MATTERS66

iv

PROXY STATEMENT

FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 1:00 p.m. Central Time on Thursday, September 10, 2026

This Proxy Statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board” or “Board of Directors”) for use at the annual meeting of stockholders of Arcadia Biosciences, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof (the virtual “Meeting”). The Meeting will be held virtually on Thursday, September 10, 2026, at 1:00 p.m. Central Time. The Meeting can be accessed via the internet atwww.virtualshareholdermeeting.com/RKDA2026 where you will be able to listen to the meeting live, submit questions, and vote online.

References in this Proxy Statement to “we,” “us,” “our,” the “Company” or “Arcadia” refer to Arcadia Biosciences, Inc. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our common stock, par value $0.001 per share (“Common Stock”).

The Notice of Meeting, this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 26, 2026 (the “Annual Report”), and the form of proxy are first being mailed on or about August 10, 2026, to all stockholders entitled to vote at the virtual Meeting.

THE INFORMATION PROVIDED IN THE “QUESTION AND ANSWER” FORMAT

BELOW IS FOR YOUR CONVENIENCE ONLY AND IS ONLY A SUMMARY OF

THE INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD

READ THIS ENTIRE PROXY STATEMENT CAREFULLY.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.