Management Change/Compensation (Form 8-K)

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

Conditional Appointment of Directors

On September 18, 2026, the Board of Directors (the "Board") of FDCTech, Inc. (the "Company"), acting by unanimous written consent, approved an increase in the size of the Board from four to six directors and appointed Jeff M. Pies and Dena Lauren Decker (each, a "Director Designee") to fill the resulting vacancies. The increase in Board size and each appointment are conditional and will become effective only on the date (the "Effective Date") on which the Company's common stock is approved for listing on The Nasdaq Stock Market LLC or the New York Stock Exchange (each, a "National Exchange") and all conditions to such approval, other than the commencement of trading, have been satisfied. From the Effective Date, each Director Designee will serve until the Company's next annual meeting of stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal.

The Company's common stock is not currently listed on a National Exchange, and there can be no assurance that the Company will obtain listing approval. If the Effective Date does not occur on or before September 18, 2028 (or such later date as the Company and the applicable Director Designee may agree in writing), the Director Agreement (as defined below) with that Director Designee will terminate automatically, and the Board resolutions provide that his or her appointment will lapse. In addition, each Director Designee may terminate his or her Director Agreement if the Company does not obtain the required directors' and officers' liability ("D&O") insurance, as described below under "D&O Insurance Side Letters."

The Board has not yet determined the committees of the Board on which either Director Designee will serve. The Company will file an amendment to this Current Report on Form 8-K within four business days after that information is determined or becomes available. The Board expects to determine, prior to the Effective Date, whether each Director Designee is independent under the listing standards of the applicable National Exchange and Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Other than the Director Agreements and the D&O Side Letters described below, there is no arrangement or understanding between either Director Designee and any other person pursuant to which he or she was selected as a director. Neither Director Designee has a family relationship with any director or executive officer of the Company, and neither Director Designee has a direct or indirect material interest in any transaction required to be disclosed under Item 404(a) of Regulation S-K.

Jeff M. Pies, age 44, has been an independent marketing consultant since January 2025, advising businesses on paid media marketing and brand strategy. From October 2018 to December 2024, he was Lead Marketing Consultant at Future Shock Ventures, a Los Angeles-based marketing agency. Before that, he operated Hungry Iguana Films, a firm that provided financing to independent film productions. Mr. Pies also has experience in shareholder advocacy in corporate restructurings. In 2008, he was appointed by the United States Trustee to the official equity committee in the Chapter 11 case of Fremont General Corporation, where he served as the committee's lead negotiator in the company's reorganization. In 2016, he assisted in the formation of the official equity committee in the Chapter 11 case of Breitburn Energy Partners LP and advised on negotiations with creditors concerning cancellation-of-indebtedness income tax exposure of the partnership's unitholders. Mr. Pies holds a B.A. from the University of Florida, an M.P.A. from the University of North Carolina at Chapel Hill and an M.B.A. from Johns Hopkins University. Mr. Pies does not serve, and during the past five years has not served, as a director of any other company with a class of securities registered under Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act.