UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~September 144, 2025

SPRINGBIG HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-40049		88-2789488
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

621 NW 53rd Street, Ste. ~~500~~340

Boca Raton, Florida, 33487

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (800) 772-9172

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers.

On ~~August~~September 144, 2025 (the “Effective Date”), Sergey Sherman notified the Board of Directors (the “Board”) of SpringBig Holdings, Inc. ~~announced~~(the “Company”) of his resignation as a member of the Board, including its ~~financial~~Audit ~~results~~Committee, ~~for~~effective as of the ~~quarter~~Effective ~~ended~~Date. ~~June~~Mr. 30Sherman’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, ~~2025~~policies or practices. As Aa ~~copy~~result of Mr. Sherman’s resignation, the ~~press~~Company’s ~~release~~Audit isCommittee ~~furnished~~will asbe ~~Exhibit~~composed 99of one member.1 The Company intends to ~~this~~appoint ~~Current~~a ~~Report on~~new ~~Form~~independent ~~8-K~~director ~~and~~to isthe ~~incorporated~~Audit byCommittee ~~reference~~as soon as practicable.

~~The information in Item 2.02 and in the accompanying Exhibit 99.~~1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.

~~Item 9.01. Financial Statements and Exhibits~~SIGNATURE

~~(d)~~Pursuant ~~Exhibits~~to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.		Description of Exhibit
	SPRINGBIG HOLDINGS, INC.
99.1		Press release issued by SpringBig Holdings, Inc. on August 14, 2025.
September 10, 2025	By:	/s/ Jaret Christopher
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
		Name: Jaret Christopher
		Title: Chief Executive Officer

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SPRINGBIG HOLDINGS, INC.
August 14, 2025	By:	/s/ Jaret Christopher
		Name:	Jaret Christopher
		Title:	Chief Executive Officer

Filing Compare · SpringBig Holdings, Inc.