SpringBig Holdings, Inc. 8-K

What Happened
SpringBig Holdings, Inc. filed an 8-K (dated April 8, 2026) disclosing an Executive Employment Agreement with CEO Jaret Christopher effective April 1, 2026. The agreement formalizes a three-year term (auto-renewing yearly unless 60 days’ notice given), sets an annual base salary of $450,000, and a target annual cash bonus equal to 50% of base salary. Simultaneously the company granted Mr. Christopher 12,891,251 restricted shares (approximately 8,320,939 vested immediately; the remainder vests quarterly over ~3 years), with accelerated vesting and severance/Change-in-Control protections described in the agreements. The filing also discloses director compensation for independent director Larry Ellis (1,193,623 RSUs and cash retainers) and retention/phantom bonus arrangements for CFO Jason Moos and COO James Cabral.

Key Details

• CEO pay: $450,000 annual base salary; 50% of base as target annual cash bonus.
• Restricted stock: 12,891,251 restricted common shares to CEO; ~8.32M vested on April 1, 2026; remainder vests quarterly over ~3 years; accelerated vesting for certain terminations/Change in Control.
• Severance: For qualifying termination outside a Change in Control, CEO receives 12 months’ salary continuation, pro‑rata bonus, up to 12 months COBRA, and vested amounts; within 18 months after a Change in Control, severance equals a lump sum of base salary plus target bonus.
• Other executive/director awards: Larry Ellis — 1,193,623 RSUs (vesting over 3 years) plus $60,000 one‑time and $10,000/month retainer; Jason Moos — 1,907,229 phantom units and $165,000 cash retention bonus (Change in Control contingent); James Cabral — 1,056,824 phantom units and $110,000 cash retention bonus (Change in Control contingent).

Why It Matters
This 8-K formalizes CEO Christopher’s compensation and provides a substantial equity grant that both aligns his incentives with shareholders and creates a meaningful near‑term increase in outstanding restricted stock that could vest or accelerate in certain events. The severance and Change‑in‑Control protections signal contractual retention and transition payouts that investors should consider when modelling potential dilution and future compensation expense. Director and senior‑executive retention awards (phantom units and RSUs) further indicate the company is taking steps to retain key leadership through strategic events. The filing does not report financial results; it focuses on governance and compensation changes.