Innovative Food Holdings Reports Material Agreement & Officer Changes

TL;DR

IFH entered a material agreement and saw leadership changes on Oct 3rd.

AI Summary

Innovative Food Holdings, Inc. filed an 8-K on October 9, 2025, reporting on events that occurred on October 3, 2025. The filing indicates a material definitive agreement was entered into, and also covers the departure of directors or certain officers, the election of directors, and compensatory arrangements for certain officers. Additionally, financial statements and exhibits were filed.

Why It Matters

This 8-K filing signals significant corporate actions, including a new material agreement and changes in leadership or compensation, which could impact the company's strategic direction and financial performance.

Risk Assessment

Risk Level: medium — Changes in material agreements and executive/director positions can introduce uncertainty and potential shifts in company strategy.

Key Players & Entities

• Innovative Food Holdings, Inc. (company) — Registrant
• October 3, 2025 (date) — Date of earliest event reported
• October 9, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $400,000, b — ntitled to (i) an annual base salary of $400,000, beginning on January 1, 2026, subject to
• $137,500 — ain performance goals) of not less than $137,500 with a cap of the lower of (a) $400,000
• $400,000 — $137,500 with a cap of the lower of (a) $400,000 and (b) 8% of the Company's adjusted fr
• $115,500.97 — nstallments for a total gross amount of $115,500.97 for the period of October 4, 2025, thro
• $25,000 — anuary 1, 2025 until March 31, 2025 for $25,000, which is to be paid in installments.

Filing Documents

• ivfh8k100925.htm (8-K) — 30KB
• ivfhex10-1.htm (EX-10.1) — 79KB
• ivfhex10-2.htm (EX-10.2) — 64KB
• 0001185185-25-001413.txt ( ) — 365KB
• ivfh-20251003.xsd (EX-101.SCH) — 3KB
• ivfh-20251003_lab.xml (EX-101.LAB) — 33KB
• ivfh-20251003_pre.xml (EX-101.PRE) — 22KB
• ivfh8k100925_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Gary Schubert On October 3, 2025, Innovative Food Holdings, Inc., a Florida corporation (the "Company"), entered into an executive employment agreement (the "Schubert Agreement") with Gary Schubert, pursuant to which Mr. Schubert shall resign from his current position of Chief Financial Officer of the Company and shall be appointed as the Chief Executive Officer of the Company and a member of the Company's Board of Directors (the "Board"), effective October 3, 2025. Pursuant to the Schubert Agreement, Mr. Schubert is entitled to (i) an annual base salary of $400,000, beginning on January 1, 2026, subject to a 3% annual increase, (ii) a stock grant of 1,350,000 shares of common stock of the Company, subject to a vesting schedule, by March 31, 2026, and (iii) an annual cash incentive with a target (attainable upon achievement of certain performance goals) of not less than $137,500 with a cap of the lower of (a) $400,000 and (b) 8% of the Company's adjusted free cash flow over the previous calendar year, beginning in calendar year 2026. Mr. Schubert's employment with the Company shall terminate upon the first of the following: (i) December 31, 2028, provided that the Schubert Agreement will be automatically renewed for successive one-year terms unless the Board gives Mr. Schubert with a 90-day advance written notice of non-renewal; (ii) death; (iii) the termination due to disability upon not less than 30-day prior written notice by the Company to Mr. Schubert; (iv) the written notice by the Company to Mr. Schubert of a termination for cause; (v) the written notice by the Company to Mr. Schubert of an involuntary termination without cause; (vi) the written notice by Mr. Schubert to the Company of a resignation for good reason; and (vii) the not less than 30-day prior written notice by Mr. Schubert to the Company of a resignation without good reason. There are no arrangements or understandings between the Compa

02 Departure of Directors or Certain

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. The information set forth in Item 1.01 is incorporated by reference in this Item 5.02.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Description 10.1 Executive Employment Agreement, dated October 3, 2025, by and between the Company and Gary Schubert 10.2 Separation Agreement and General Release, dated October 4, 2025, by and between the Company and Bill Bennett 104 Cover Page Interactive Data File (formatted as Inline XBRL) 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INNOVATIVE FOOD HOLDINGS, INC. Dated: October 9, 2025 By: /s/ James C. Pappas James C. Pappas Chairman 3

View Full Filing

View this 8-K filing on SEC EDGAR