SpringBig (NASDAQ: SBIG) director Ellis awarded 1.19M RSUs with 2027–2029 vesting

Rhea-AI Filing Summary

Ellis Larry C reported acquisition or exercise transactions in this Form 4 filing.

SpringBig Holdings, Inc. director Larry C. Ellis received a grant of 1,193,623 restricted stock units of Common Stock as equity compensation. The award was recorded at a price of $0.0000 per share, indicating no cash paid by Ellis for these units.

The grant vests over time: 397,874 shares on April 1, 2027, another 397,874 shares on April 1, 2028, and the remaining shares on April 1, 2029. Vesting continues only while Ellis remains in continuous service, but if a change of control is completed and he is still serving on that date, all unvested units from this grant will fully vest.

Insights

Equity Compensation Analyst

Director receives multi-year RSU grant tied to service and change-of-control.

Director Larry C. Ellis was awarded 1,193,623 restricted stock units under SpringBig’s 2022 Amended and Restated Long-Term Incentive Plan. The Form 4 shows no cash outlay, consistent with typical equity compensation for board members.

The RSUs vest in three tranches on April 1, 2027, April 1, 2028, and April 1, 2029, which encourages longer-term service. All unvested units accelerate if a change of control occurs while Ellis remains in continuous service, aligning his incentives with successful completion of such a transaction.

After this grant, Ellis holds 1,193,623 shares or share equivalents directly, according to the filing. This appears as a compensation-related acquisition rather than an open-market purchase or sale, so it mainly reflects governance and incentive structure instead of a trading signal.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Ellis Larry C

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,193,623	$0.00	--

Holdings After Transaction: Common Stock — 1,193,623 shares (Direct, null)

Footnotes (1)

1. The Reporting Person received a restricted stock unit award pursuant to the Issuer's 2022 Amended and Restated Long-Term Incentive Plan that will vest as to (i) 397,874 shares on April 1, 2027; (ii) 397,874 shares on April 1, 2028 and (iii) the remaining shares in this award on April 1, 2029. Vesting will terminate upon the Reporting Person's termination of continuous service, though if a change of control is consummated and the Reporting Person is in continuous service through that date, then all unvested restricted stock units reported herein will become vested.

Key Figures

RSU grant size: 1,193,623 units Vesting tranche 1: 397,874 units Vesting tranche 2: 397,874 units +2 more

5 metrics

RSU grant size 1,193,623 units Restricted stock unit award to director Ellis

Vesting tranche 1 397,874 units Scheduled to vest on April 1, 2027

Vesting tranche 2 397,874 units Scheduled to vest on April 1, 2028

Post-transaction holdings 1,193,623 shares Total direct holdings after the grant

Reported price per unit $0.0000 per share Form 4 transaction price for RSU grant

Key Terms

restricted stock unit, 2022 Amended and Restated Long-Term Incentive Plan, continuous service, change of control

4 terms

restricted stock unit financial

"The Reporting Person received a restricted stock unit award pursuant to the Issuer's 2022 Amended and Restated Long-Term Incentive Plan"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

2022 Amended and Restated Long-Term Incentive Plan financial

"received a restricted stock unit award pursuant to the Issuer's 2022 Amended and Restated Long-Term Incentive Plan"

continuous service financial

"Vesting will terminate upon the Reporting Person's termination of continuous service"

change of control financial

"if a change of control is consummated and the Reporting Person is in continuous service through that date"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ellis Larry C

(Last) (First) (Middle)

621 NW 53RD ST, SUITE 340

(Street)

BOCA RATON FLORIDA 33487

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
SpringBig Holdings, Inc. [ SBIG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/20/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/20/2026		A		1,193,623(1)(2)	A	$0	1,193,623(1)(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The Reporting Person received a restricted stock unit award pursuant to the Issuer's 2022 Amended and Restated Long-Term Incentive Plan that will vest as to (i) 397,874 shares on April 1, 2027; (ii) 397,874 shares on April 1, 2028 and (iii) the remaining shares in this award on April 1, 2029.

2. Vesting will terminate upon the Reporting Person's termination of continuous service, though if a change of control is consummated and the Reporting Person is in continuous service through that date, then all unvested restricted stock units reported herein will become vested.

	/s/ Jason Moos, Attorney-in-Fact	04/22/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did SpringBig (SBIG) director Larry C. Ellis report on this Form 4?

Larry C. Ellis reported receiving a grant of 1,193,623 restricted stock units of SpringBig common stock. The award was issued under the company’s 2022 Amended and Restated Long-Term Incentive Plan as equity compensation rather than an open-market stock purchase or sale.

How many SpringBig (SBIG) shares were granted to Larry C. Ellis?

Ellis was granted 1,193,623 restricted stock units of SpringBig common stock. These units represent rights to receive shares in the future, subject to vesting conditions tied to continued service and potential acceleration upon a qualifying change-of-control event.

What are the vesting dates for Larry C. Ellis’s RSU award at SpringBig (SBIG)?

The RSU award vests in three installments: 397,874 shares on April 1, 2027, another 397,874 shares on April 1, 2028, and the remaining shares on April 1, 2029. Each tranche requires Ellis to maintain continuous service through the applicable vesting date.

What happens to Ellis’s SpringBig (SBIG) RSUs if there is a change of control?

If a change of control is consummated and Ellis remains in continuous service through that date, all unvested restricted stock units from this award become fully vested. This provision ties the unvested equity value to successful completion of a change-of-control transaction.

Did Larry C. Ellis buy or sell SpringBig (SBIG) shares in the market?

No market buy or sell is reported. The Form 4 shows a code "A" transaction, indicating a grant or award acquisition of 1,193,623 restricted stock units at a stated price of $0.0000 per share, which is typical for equity compensation rather than trading activity.

How many SpringBig (SBIG) shares does Larry C. Ellis hold after this RSU grant?

Following the reported transaction, Ellis holds 1,193,623 shares or share equivalents of SpringBig common stock directly. This figure reflects the position reported after the RSU award, according to the totals disclosed in the Form 4 filing data.