NOTE 6 – LONG-TERM DEBT

The table below presents the components of outstanding debt (in thousands):

On November 11, 2024, the Company amended the terms of the 2024 Secured Term Notes and 2024 Secured Convertible Notes including extending the maturity date to January 23, 2027, amending the interest rates and adjusting the requirement for the Company to maintain a minimum cash balance of at least $1 million with the provision now applicable only at the end of any calendar month commencing on or after February 1, 2025.

The interest rates on the 2024 Secured Term Notes and 2024 Secured Convertible Notes increased to 17% and 13%, respectively, with effect from the date of amendment, with the interest rates then reducing by 0.75% for each three-month period that the Company reports an Adjusted EBITDA exceeding $900,000, starting with the three months ended March 31, 2025, subject to a maximum reduction to 14% and 10%, respectively. In addition, a sum of $64,000 was payable to the holders of the 2024 Secured Term Notes in January 2025, and the principal amount of the 2024 Secured Convertible Notes was increased by $266,000 with effect from the date of the amendment.

The Company may prepay any portion of the 2024 Secured Term Notes, without penalty, at any time after February 1, 2025.

The 2024 Secured Convertible Notes are convertible into common stock at a conversion price of $0.15 per share at the holder’s option any time up to the day prior to maturity in January 2027.

The 2024 Secured Term Notes and 2024 Secured Convertible Notes rank pari passu and are secured on substantially all the assets of the Company.

The 2024 Secured Term Notes and 2024 Secured Convertible Notes include restrictive covenants that, among other things, limit the ability of the Company to incur additional indebtedness and guarantee indebtedness; incur liens or allow mortgages or other encumbrances; prepay, redeem, or repurchase certain other debt; pay dividends or make other distributions or repurchase or redeem our capital stock; sell assets or enter into or effect certain other transactions (including a reorganization, consolidation, dissolution or similar transaction or selling, leasing, licensing, transferring or otherwise disposing of assets of the Company or its subsidiaries) and also contain customary events of default.

On February 6, 2026, the Company notified the holders of the 2024 Secured Convertible Notes and the 2024 Secured Term Notes that the Company was not in compliance with the minimum cash covenant under the applicable note agreements for the month of January 2026. Subsequently, the Company provided to the holders a compliance certificate stating that the Company was in compliance with the minimum cash covenant under the applicable note agreements for each of the months of February and March 2026. On May 15, 2026 the holders exercised their remedies associated with such event of default and began exercising their control of Springbig, Inc. As part of the remedy the noteholders removed Jaret Christopher as CEO of Springbig, Inc. and as part of the final settlement with Springbig Holdings, Inc., were granted default interest back to the date of loan origination. See Note 16.

The Company recorded interest expense for the three and six months ended June 30, 2026 of $2,340,000 and $2,695,000 respectively, in connection with the 2024 Secured Term Notes and 2024 Secured Convertible Notes. Interest on the Notes has been calculated at the applicable default rate in accordance with the terms of the Notes. The accrued interest balance as of June 30, 2026 includes the retrospective application of the default rate for the applicable periods. See Note 16, for additional information regarding the subsequent reorganization and treatment of the Notes.

In light of the contractual maturity of the Company’s long-term debt within twelve months of the balance sheet date and the subsequent settlement between SpringBig Holdings, Inc. and the noteholders, such amounts have been classified as a current liability in the accompanying condensed consolidated balance sheets as of June 30, 2026.