SBIG Holdings, Inc.

Item 1.01 Entry into a Material Definitive Agreement. On July 13, 2026, SpringBig Holdings, Inc. (the “Company”) entered into a Reorganization Agreement (the “Reorganization Agreement”) by and among the Company, SpringBig, Inc., a Delaware corporation and wholly-owned subsidiary of the Company, Shalcor Management Inc., in its capacity as collateral agent and administrative agent for the purchasers under the Company’s Note Purchase Agreement dated January 22, 2024 (the “Agent”), Lightbank II, L.P., and LS Round II, LLC (the “Transferee”). Pursuant to the Reorganization Agreement, the Agent, acting on behalf of the secured lenders, elected to effect a transfer of the collateral securing the Company’s obligations to its secured lenders under the Company’s outstanding Senior Secured Convertible Promissory Note and Senior Secured Term Promissory Note (collectively, the “Notes”) pursuant to Section 272(b) of the Delaware General Corporation Law (the “Reorganization Transaction”). The collateral transferred included all issued and outstanding equity interests in SpringBig, Inc., the subsidiary through which the Company conducted its business operations. As a result of the Reorganization Transaction, the Company has been fully released from all of its obligations under the Notes (approximately $12.5 million of principal and accrued interest) and with respect to the noteholders, and substantially all of the Company’s assets are now owned and controlled by the Transferee. Following the consummation of the Reorganization Transaction, the Company intends to pursue a strategic business combination. As described in Item 5.02 below, the Company has appointed a new Chief Executive Officer to lead the effort to identify and consummate a strategic transaction. If the Company is unable to consummate such a transaction, however, the Company will likely wind down its affairs and dissolve. The foregoing description of the Reorganization Agreement and Reorganization Transaction does not purport to be complete and is qualified in its entirety by reference to the full text of the Reorganization Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements with Certain Officers. (d) Appointment of Director On July 10, 2026, the Board of Directors (the “Board”) of the Company appointed Andrew Jay Glashow to fill a vacancy on the Board, effective immediately. Pursuant to the Company’s bylaws, the Board is divided into three classes, and Mr. Glashow will serve as the Company’s Class I director, with a term expiring at the next annual meeting of stockholders at which Class I directors are to be elected. (c) Appointment of Chief Executive Officer On July 10, 2026, the Board appointed Mr. Glashow, age 63, as Chief Executive Officer of the Company, effective immediately. Mr. Glashow qualifies as an “audit committee financial expert” and has 25 years of experience in the capital markets and in all phases of business start-up and growth, including feasibility studies, business plans, equity and debt funding, private placements, reverse mergers, and IPOs. Since March 2024, Mr. Glashow has served as a director and chair of the audit committee of Leef Brands, Inc. Since August 2025, Mr. Glashow has served as an advisor to vSee Health, Inc. (NASDAQ: VSEE) and since April 2026, Mr. Glashow has served as an advisor to OKMIN Resources Inc. From July 2017 to August 2025, Mr. Glashow served as Chief Executive Officer of CLS Holdings, Inc. (formerly OTCQB: CLSH). (e) Compensatory Arrangements Mr. Glashow will receive an annual base salary of $125,000, payable as follows: $10,000 upon appointment as Chief Executive Officer, and $2,500 per month thereafter, with the balance payable in arrears no later than the first anniversary of his appointment as Chief Executive Officer. Mr. Glashow will also be entitled to receive a performance bonus in the event that the company consummates a strategic transaction. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description ───────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── 10.1 Reorganization Agreement, dated July 13, 2026, by and among SpringBig Holdings, Inc., SpringBig, Inc., Shalcor Management Inc., Lightbank II, L.P., and LS Round II, LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).