NOTE 12 – STOCK BASED COMPENSATION

In connection with the business combination, the Tuatara shareholders approved the SpringBig Holdings, Inc. 2022 Long-Term Incentive Plan (the “2022 Incentive Plan”), which became effective upon the Closing.

The number of shares of our common stock initially reserved for issuance under the 2022 Incentive Plan was 1,525,175, which equaled the amount of shares of our common stock equal to 5% of the sum of (i) the number of shares of our common stock outstanding as of the Closing and (ii) the number of shares of our common stock underlying stock options issued under the SpringBig, Inc. 2017 Equity Incentive Plan (as amended and restated) (the “Legacy Incentive Plan”) that were outstanding as of the Closing. Shares subject to stock awards granted under the 2022 Incentive Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2022 Incentive Plan.

At the annual shareholder meeting on June 13, 2022, the Company shareholders approved an amendment to the 2022 Incentive Plan to add an automatic annual increase in the number of shares authorized for issuance of up to 5% of the number of the Company’s common stock issued and outstanding on December 31 of the immediately preceding calendar year, beginning with the fiscal year ended December 31, 2023; provided that the annual increase with respect to the fiscal year ended December 31, 2023, which is 1,332,986 shares of common stock, took effect on the first business day following the annual shareholder meeting.

The number of shares automatically added to the number of shares authorized for issuance on January 1, 2025, and 2026 was 2,317,417 and 2,427,439, respectively, being 5% of the number of the Company’s common stock issued and outstanding on December 31, 2024, and 2025, respectively. The total number of shares of common stock authorized for issuance under the 2022 Incentive Plan is 9,759,984 as of March 31, 2026.

Prior to the closing of the merger, Legacy SpringBig maintained an equity incentive plan (the “Legacy Incentive Plan”), which was originally established effective December 1, 2017. SpringBig has not granted any additional awards under the Legacy Incentive Plan following the business combination.

The following table summarizes information on stock options outstanding as of March 31, 2026, under the Legacy Incentive Plan:

During the three months ended March 31, 2026, and 2025, $0 of compensation expense was recorded in connection with the Legacy Incentive Plan. These charges are recorded in general and administrative expense on the condensed consolidated statements of operations.

No options were exercised during the three months ended March 31, 2026. As of March 31, 2026, the intrinsic value of the 1,301,389 options outstanding and exercisable was $0. As of March 31, 2026, all options are vested and exercisable and the total compensation cost related to non-vested awards not yet recognized was $0.

The following table summarizes information on Restricted Stock Units outstanding as of March 31, 2026, under the 2022 Incentive Plan:

During the three months ended March 31, 2026, and 2025, compensation expense recorded in connection with the 2022 Incentive Plan was $71,000 and $163,000, respectively. The expense is reported within general and administrative expenses. The remaining expense of approximately $866,000 will be recognized in future periods through March 2029.