Acceleration/Increase of Financial Obligation, Financial Obligation (Form 8-K)

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As previously reported in a Current Report on Form 8-K filed by SpringBig Holdings, Inc. (the "Company") on April 28, 2026, the Company received a "Notice of Default, Reservation of Rights and Notice of Termination" with respect to its outstanding 2024 Secured Term Notes and 2024 Secured Convertible Notes (together, the "Notes") from Shalcor Management, Inc. and Lightbank II, L.P., the two principal Noteholders (together, the "Lead Noteholders"). During an event of default, the Noteholders may accelerate repayment obligations, foreclose on the Company's assets, and exercise other rights and remedies pursuant to the Notes and related security agreements. On May 15, 2026, the Lead Noteholders sent a "Notice of Suspension of Rights and Exercise of Rights with respect to Pledged Securities, and Reservation of Rights" to the Company, resulting in the immediate suspension of all voting and other consensual rights of the Company on account of the Company's equity interests in SpringBig Inc., its wholly-owned subsidiary through which it operates its business (the "Operating Subsidiary"), and immediate vesting of all such voting and other consensual rights in Shalcor Management Inc., as collateral agent and administrative agent under the Notes. Jaret Christopher was then removed as both Chief Executive Officer and director of the Operating Subsidiary and Coley Brown was appointed as interim Chief Executive Officer and Ivona Smith was appointed as a director of the Operating Subsidiary.

At this time, the Noteholders have not accelerated or demanded any payment of principal. However, the Company has no assurance that the Noteholders will not seek to enforce additional rights in the future. As a result of these developments, the Company has limited access to financial resources necessary to continue operations.