Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Chief Financial Officer Transition On February 5, 2024, BM Technologies, Inc.’s (the “Company”) current Chief Financial Officer, James Dullinger, provided notice to and the Company mutually agreed to not renew the terms of Mr. Dullinger’s Employment Agreement dated as of January 26, 2023, as thereby amended on November 1, 2023 (as amended, the “Dullinger Employment Agreement”). Accordingly, the Dullinger Employment Agreement expires by its terms on March 31, 2024 (the “Expiration Date”) and Mr. Dullinger’s employment as Chief Financial Officer of the Company will terminate as of the Expiration Date. Mr. Dullinger has indicated that he had no disagreements with the Company’s accounting policies or procedures. On February 5, 2024, the Company’s Board of Directors (the “Board”) appointed Ajay Asija to serve as Deputy Chief Financial Officer of the Company, effective as of February 5, 2024 (the “Appointment Date”) for a transition period, and thereafter as Chief Financial Officer of the Company, effective as of April 1, 2024 (the “Effective Date”). Mr. Asija, age 58, has over 25 years of experience as a financial professional, with significant focus in the FinTech industry. From 2012 to 2023, Mr. Asija served as Group Head and Senior Managing Director, Financial Services and FinTech, for B. Riley Securities, where he led cross-functional teams and was a strategic advisor to financial services and FinTech companies on mergers and acquisitions, capital raising, and various strategic matters. Mr. Asija started his career in financial services at Lehman Brothers in 1997 and has held a variety of positions with various commercial and investment banks. Mr. Asija holds an MBA in Finance from the Simon School of Business at the University of Rochester, a Masters in Science in Engineering from the University of Massachusetts, Amherst, and a Bachelor of Science in Engineering from Indian Institute of Technology, New Delhi. The selection of Mr. Asija to serve as the Company’s Chief Financial Officer commencing on the Effective Date was not pursuant to any arrangement or understanding between Mr. Asija and any other person. There are no family relationships between Mr. Asija and any director or executive officer of the Company, and there are no transactions between Mr. Asija and the Company that would be required to be reported under Item 404(a) of Regulation S-K. On February 5, 2024, the Company and Mr. Asija entered into an Employment Agreement (the “Asija Employment Agreement”). The Asija Employment Agreement provides for: ● the employment of Mr. Asija initially as Deputy Chief Financial Officer, and effective as of April 1, 2024, as Chief Financial Officer; ● the grant of 300,000 restricted stock units, comprised of time based and performance based stock units, as a material inducement for Executive to begin employment; ● An annual base salary of not less than $275,000; ● Potential for annual cash and equity incentive compensation in an amount, form, and at such time as provided in executive incentive plans as approved by the Board of Directors from time to time; ● Severance compensation for up to one year’s compensation based upon then-current base salary, plus average annual performance bonus over the preceding three years, together with vesting of certain awards in the event of a termination of Mr. Asija’s employment without cause or by Mr. Asija for good reason as those terms are defined in the Asija Employment Agreement; ● Automatic vesting of 50% of equity awards if employment is terminated by Mr. Asija for good reason within the initial term of one (1) year; or if such termination occurs within 12 months of a change in control; ● Automatic vesting of all equity awards if employment is terminated by the Company without cause; or if employment is terminated by Mr. Asija for good reason after the initial term of one (1) year; ● Customary non-disclosure, non-compete, and non-disparagement provisions; and ● A term of one (1) year commencing on February 5, 2024, and renewing automatically on each one (1) year anniversary for an additional term of one (1) year, unless either party delivers notice to the contrary to the other party at least sixty (60) days prior to such one (1) year anniversary. The foregoing description of the Asija Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Asija Employment Agreement, a copy of which is filed as