Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

Jaret Christopher Employment Agreement

On April 1, 2026 (the "Effective Date"), SpringBig Holdings, Inc. (the "Company"), entered into an Executive Employment Agreement (the "Employment Agreement") with Jaret Christopher, the Company's Chief Executive Officer. The Employment Agreement formalizes and supersedes the terms of that certain offer letter between the Company and Mr. Christopher dated March 13, 2025 (the "Offer Letter"), which was previously disclosed in the Company's Current Report on Form 8-K filed on March 21, 2025 (the "Prior Form 8-K"). As disclosed in the Prior Form 8-K, the Offer Letter contemplated the execution of a definitive employment agreement between the Company and Mr. Christopher.

The material terms of the Employment Agreement are summarized below. To the extent not described below, the Employment Agreement contains terms that are materially consistent with the terms of the Offer Letter as previously disclosed in the Prior Form 8-K.

Pursuant to the Employment Agreement, Mr. Christopher will continue to serve as Chief Executive Officer of the Company for an initial term of three years from the Effective Date, with automatic one-year renewal periods thereafter unless either party provides at least 60 days' prior written notice of non-renewal. Non-renewal by the Company is treated as a termination by the Company without Cause (as defined in the Employment Agreement).

The Employment Agreement provides for an annual base salary of $450,000, subject to annual review by the Board of Directors of the Company (the "Board") or a committee thereof, and a target annual cash bonus opportunity equal to 50% of Mr. Christopher's then-current annual base salary, in each case consistent with the terms of the Offer Letter.

In connection with the Employment Agreement, Mr. Christopher is eligible to receive additional equity incentive awards under the Company's long-term incentive plan as in effect from time to time, as determined by the Board or a committee thereof. On the Effective Date of the Employment Agreement, the Company and Mr. Christopher also executed a Restricted Stock Award Agreement (the "RSA Agreement"), pursuant to which Mr. Christopher was granted 12,891,251 shares of restricted common stock of the Company. Approximately 8,320,939 of such shares vested on the Effective Date, with the remaining shares vesting in equal quarterly installments over approximately three years, subject to Mr. Christopher's continued service. The restricted stock is subject to accelerated vesting upon certain qualifying events, including specified terminations of employment, as set forth in the RSA Agreement. In the event of a termination by the Company without cause or by Mr. Christopher for good reason (as defined in the RSA Agreement), an additional portion of the unvested Restricted Stock shall immediately become vested, subject to the terms and conditions set forth therein.

The Employment Agreement provides that, in connection with a Change in Control (as defined in the Employment Agreement by reference to the Plan (as defined below)), Mr. Christopher may be entitled to receive additional cash compensation upon a qualifying termination of employment in connection with such Change in Control, subject to the terms and conditions set forth in the Employment Agreement.

The Employment Agreement sets forth the circumstances under which Mr. Christopher's employment may be terminated, including for Cause, without Cause, for Good Reason, without Good Reason, and upon death or Disability (each as defined in the Employment Agreement). In the event of a termination by the Company without Cause or by Mr. Christopher for Good Reason (each, a "Qualifying Termination"), subject to Mr. Christopher's execution and non-revocation of a release of claims: