Cass Information Systems, Inc

Item 5.02. D eparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In connection with his previously announced retirement, the Company entered into an Independent Contractor Agreement with Mr. Dwight Erdbruegger on October 7, 2026 (the “Agreement”). The Agreement provides that Mr. Erdbruegger will act as an independent contractor providing general consulting services to the Company and its subsidiaries. The term of the Agreement commences effective as of October 7, 2026 and expires on December 31, 2026, and may be terminated by either party upon 30 days’ notice. The Agreement provides that Mr. Erdbruegger shall be entitled to payment of $150.00 per hour, exclusive of all taxes and fees, for which the services are provided, payable monthly. The Agreement further provides that Mr. Erdbruegger is entitled to full vesting on all (2,318) time-based restricted stock units previously granted under the Restricted Stock Unit Agreement signed on February 3, 2026. The Agreement includes customary covenants related to Mr. Erdbruegger’s obligations to the Company and its subsidiaries relative to non-competition, non-solicitation, confidentiality and intellectual property ownership. The Agreement was previously approved by the Compensation Committee of the Board of Directors of the Company. The foregoing summary of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the 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.