Form 8-K

8-K — Roman DBDR Acquisition Corp. II

Accession: 0001104659-26-069459

Filed: 2026-06-02

Period: 2026-05-27

CIK: 0002032528

SIC: 6770 (BLANK CHECKS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Financial Statements and Exhibits

Documents

8-K — tm2616561d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2616561d1_ex10-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 27, 2026

Roman DBDR Acquisition Corp. II

(Exact name of registrant as specified in its

charter)

Cayman Islands

001-42435

N/A

(State or other jurisdiction of

incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

3300 S. Dixie Highway, Suite 179

West Palm Beach, FL 33405

(Address of principal executive offices) (Zip Code)

(650) 618-2524

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Units, each consisting of one Class A ordinary share and one-half of one

redeemable warrant

DRDBU

The Nasdaq Stock Market LLC

Class A ordinary shares, par value $0.0001 per share

DRDB

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share

DRDBW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 27, 2026, Roman DBDR Acquisition Corp.

II and John J. Birmingham, the Company's Chief Financial Officer (the “CFO”), entered into an agreement (the “Addendum”)

to extend the term of employment of Mr. Birmingham as the CFO until the earlier of the date that (i) either party terminates the Addendum;

(ii) the Company’s initial business combination is consummated; (iii) the Company is wound up; or (iv) Mr. Birmingham vacates or

is removed from such position.

The Addendum provides that Mr. Birmingham will

receive a one-time cash payment in the amount of $25,000 relating to the remaining Securities and Exchange Commission reporting work of

the Company as more specifically described in the Addendum, to be paid on July 1, 2026. The parties may agree to additional payments relating

to any additional financial diligence and financial modeling services provided by Mr. Birmingham in connection with the Company’s

initial business combination.

The foregoing description of the Addendum is a

summary only and does not purport to be complete, and is qualified in its entirety by reference to the full text of the Addendum, a copy

of which is attached hereto as Exhibit 10.1, and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

10.1

CFO Offer Addendum, dated May 27, 2026, between the Company and John J. Birmingham.

104

Cover Page Interactive Data File, formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned hereunto duly authorized.

Dated: June 2, 2026

Roman DBDR Acquisition Corp. II

By:

/s/ Dixon Doll, Jr.

Name:

Dixon Doll, Jr.

Title:

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2616561d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

ROMAN DBDR ACQUISITION CORP. II

9858 Clint Moore Road, Suite 205

Boca Raton, FL 33496

May 27, 2026

John J. Birmingham

6815 E. Camelback Road, Apt 6010

Scottsdale, AZ 85251

Re: CFO Offer Addendum

Dear Mr. Birmingham,

Roman DBDR Acquisition Corp. II, a Cayman Islands

exempted company (the “Company”), is pleased to extend your position as Chief Financial Officer and Principal Financial and

Accounting Officer (“CFO”). This extension agreement (the “Agreement”) shall constitute an agreement between you

and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company.

1. Term. Your

term (the “Term”) as the CFO shall remain in effective as of the date of this Agreement (the “Effective Date”)

and shall end as of the earlier of the date: (i) either party terminates this Agreement pursuant to written notice to the other party;

(ii) the date that the Company’s initial business combination is consummated; (iii) the date the Company is wound up; or (iv) the

date that you vacate or are removed from your position.

2. Services.

You shall render services and perform the duties (hereinafter your “Duties”) as determined and provided to you from time to

time by the Chief Executive Officer and the Board of Directors of the Company (the “Board”). During the Term of this Agreement,

you shall perform the Duties as necessary for the best interest of the Company. You shall consult with the other members of the management

team and Board as necessary via telephone, electronic mail or other forms of correspondence. You shall also comply with all Company policies

as may exist and be in effect from time to time.

3. Compensation.

a. Cash Compensation.

As compensation for your services to the Company, you will receive compensation as set forth on Schedule A attached

hereto (hereinafter, the “Cash Compensation”), subject to adjustment by the Board or any committee designated by the Board.

The Cash Compensation may be paid by one of the Company’s affiliates, including without limitation, the sponsor of the Company’s

initial public offering, Roman DBDR Acquisition Sponsor II LLC (the “Sponsor”). For avoidance of doubt, in the event of any

conflict of interest between the Company and the Sponsor, you shall act in the best interest of the Company (including, where applicable,

to the detriment of the Sponsor), and such conduct shall not constitute a breach of this Agreement.

b. Business

Expenses. You shall be reimbursed for reasonable and approved expenses incurred by you in connection with the performance of your

Duties during the Term, in accordance with the Company’s expense reimbursement policies.

c. No Additional

Compensations or Benefits. Absent a written agreement signed by the Company, you shall not be entitled to any remuneration of

any kind, including without limitation, in cash or in any securities of the Company, other than that expressly set forth in this Agreement,

for any work or services that you performs for, or information you provide to the Company during the Term. You acknowledge that you have

not been promised, and are not entitled to, a position as an employee, contractor, or director, with the entity that results from any

business combination into which the Company enters.

4. No Assignment.

Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without the prior written

consent of the Company.

5. Governing Law.

All questions with respect to the construction and/or enforcement of this Agreement, and the rights and obligations of the parties hereunder,

shall be determined in accordance with the law of the Cayman Islands.

6. Dispute Resolution.

Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered

by the American Arbitration Association in accordance with its arbitration rules, and judgment on the award rendered by the arbitrator(s)

may be entered in any court having jurisdiction thereof.

7. Entire Agreement;

Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter hereof and

supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this Agreement may

be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto. Waiver of any

term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure of the same term

or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require performance by

any other party of any provision of this Agreement shall not affect the right of any such party to require future performance of such

provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will be an original

and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures, and a

facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

8. Acknowledgement.

You accept this Agreement subject to all the terms and provisions of this Agreement. You agree to accept as binding, conclusive, and final

all decisions or interpretations of the Board of the Company of any questions arising under this Agreement.

[remainder of page intentionally

left blank; signature page follows]

The Agreement has been executed and delivered

by the undersigned and is made effective as of the date set first set forth above.

Sincerely,

ROMAN DBDR ACQUISITION CORP. II

By:

/s/ Dixon Doll, Jr.

Name:

Dixon Doll, Jr.

Title:

Chief Executive Officer

AGREED AND ACCEPTED as of the date set

first set forth above:

By:

/s/ John J. Birmingham

Name:

John J. Birmingham

Schedule A

Cash Compensation

Under this extension of your role as CFO, you

will receive a one-time cash payment in the amount of USD$25,000 relating to the remaining Securities and Exchange Commission (“SEC”)

reporting work of the Company (including the registration statement related to the Company’s business combination and the Q2 2026

10Q) to be paid on July 1, 2026. The Company and the CFO may agree to additional payments to the CFO relating to any additional financial

diligence and financial modeling services provided in connection with the Company’s initial business combination.

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