{"url_path":"/sec/drdb/8-k/2026-05-15/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2032528/0001104659-26-062518-index.html","accession_number":"0001104659-26-062518","cik":"0002032528","ticker":"DRDB","issuer_name":"Roman DBDR Acquisition Corp. II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2032528/0001104659-26-062518-index.html","primary_entity_key":"0002032528","primary_entity_name":"Roman DBDR Acquisition Corp. II"},"word_count":1139,"has_tables":true,"body_markdown":"**Item 5.02**\n**Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers**\n\n \n\n**Change of Director**\n\n \n\nOn May 11, 2026, Michael Woods resigned as a director of Roman\nDBDR Acquisition Corp. II (the “Company”), effective immediately. On May 11, 2026, the Company’s Board of Directors\n(the “Board”) appointed Hunter C. Gary to serve as an independent director and a member of the Compensation Committee of the\nBoard, effective immediately.\n\n \n\nMr. Gary, 52, served as Senior Managing Director of Icahn Enterprises\nL.P. (Nasdaq: IEP), a diversified holding company, from November 2010 until July 2024. At IEP, Mr. Gary was responsible\nfor monitoring portfolio company operations, implementing operational value enhancement and leading operational activities in areas including\ntechnology, merger integration, supply chain, organization transformation, real estate, business process outsourcing, SG&A reduction,\nrisk management and human resources. Mr. Gary also served as President and Chief Executive Officer of Cadus Corporation (OTC: KDUS),\na company engaged in the acquisition of real estate for renovation or construction and resale, from March 2014 until June 2018. \nMr. Gary was employed by Icahn Associates Corporation, an affiliate of IEP, from June 2003 until October 2010, where he\nheld various positions, including most recently serving as the Chief Operating Officer of Icahn Sourcing LLC, a group purchasing organization.\nMr. Gary also served in a public governmental capacity from 2004 until 2008 as an elected City Council member and Vice Mayor of Indian\nCreek Village in Florida. From 1997 to 2002, Mr. Gary was employed by Kaufhof Warenhaus AG, a former subsidiary of the Metro Group,\nwhere he served as a Managing Director, spearheading retail innovation.\n\n \n\nMr. Gary was previously a director of numerous public and private\ncompanies, including: American Electric Power Company, Inc. (Nasdaq: AEP), an electric utility company, from February 2024 until\nApril 2026; VIVUS LLC, a pharmaceutical company, from December 2020 until July 2024; Conduent Inc. (Nasdaq: CDNT), a business\nprocess outsourcing company, from August 2020 until June 2024; CVR Energy, Inc. (NYSE: CVI), an independent petroleum refiner\nand marketer of high value transportation fuels, from September 2018 until March 2024 where he served as chairman of the compensation\ncommittee; Herc Holdings Inc. (NYSE: HRI), an equipment rental company, from May 2022 until March 2023; American Railcar Industries, Inc.\n(Nasdaq: ARII), a railcar manufacturing company, from January 2008 until June 2015; Federal-Modul Holdings Corp (Nasdaq: FDML),\na supplier of automotive powertrain and safety components, from October 2012 until February 2016; PepBoys (NYSE: PBY), an automotive\naftermarket chain, from July 2016 to July 2024; Herbalife Nutrition Ltd. (NYSE: HLF), a nutrition company, from April 2014\nuntil January 2021; Tropicana Entertainment Inc. (OTC: TPCA), a company primarily engaged in owning and operating casinos and resorts,\nfrom March 2010 until October 2018; XO Holdings (Nasdaq: XOXO), a provider of telecom services, from September 2011 until\nJanuary 2018; Voltari Corporation (Nasdaq: VLTC), a company engaged in acquiring, financing and leasing commercial real properties,\nfrom October 2007 until September 2015; and Viskase Companies Inc. (OTC: VKSC), a meat casing company from August 2012\nuntil June 2015.\n\n \n\nMr. Gary received his Bachelor of Science degree with senior honors\nfrom Georgetown University as well as a certificate of executive development from Columbia Graduate School of Business. The Company believes\nthat Mr. Gary is well qualified to serve on the Board due to his extensive experience in operations and oversight matters for a variety\nof companies and services on the boards of numerous public companies.\n\n \n\nIn connection with Mr. Gary’s appointment, he will receive\nfor his services as a director an indirect interest in the founder shares through membership interests in the Company’s sponsor.\n\n \n\n \n\n \n\n \n\n**Change of Chief Technology Officer**\n\n \n\nOn May 14, 2026, Dr. Donald G. Basile resigned as the Chief\nTechnology Officer of the Company, effective immediately. The Board appointed Al Basseri as the new Chief Technology Officer, effective\nas of May 14, 2026.\n\n \n\nMr. Basseri has served as an executive at eGain (Nasdaq: EGAN)\nin Silicon Valley, an AI knowledge provider, since January 2026. Prior to that, he was Chief Technology Officer at Ferret, an AI-powered\nrelationship intelligence platform, from July 2023 to January 2026, where he led the development of a generative AI platform focused on\ndelivering real-time, unbiased intelligence. He also served as Chief Technology Officer of FortressSecure, a decentralized security platform,\nwhere he concentrated on decentralized AI cybersecurity solutions for multi-cloud storage environments, from August 2018 to June 2023.\nThroughout his career, Mr. Basseri has held executive and senior leadership roles at several prominent technology companies, including\nFusion-io, which completed its initial public offering in 2011, and Violin Memory, an IT services and consulting company which went public\nin 2013. Additional leadership roles include Chief Executive Officer of Scalytics, an enterprise streaming products and consulting company,\nfrom June 2020 to November 2021, and Senior Vice President of Field Engineering at DBM Cloud Systems, a data management platform company,\nfrom March 2017 to August 2020, where he contributed to innovative cloud resource management solutions. Mr. Basseri has also held\nsenior positions at Tegile Systems, Western Digital, ASI Corp, Nenonode and Supergate, building deep expertise across storage infrastructure,\nenterprise systems and business development. He is a seasoned technology executive with more than 25 years of leadership experience spanning\nAI infrastructure, data centers, cybersecurity, cloud computing and fintech. He specializes in designing and scaling high-performance,\ncloud-native and hybrid infrastructure environments that support modern AI workloads, including GPU-intensive and real-time data platforms.\nHis experience supporting high-growth companies through scale and public market transitions has made him a trusted advisor to executive\nteams and investors on technology strategy, AI infrastructure and data center investments.\n\n \n\nMr. Basseri has led the development of secure, AI-driven platforms\nand digital ecosystems for both global enterprises and emerging technology companies. His expertise spans infrastructure architecture,\ncybersecurity, identity and payments, and trust-based systems, with a strong emphasis on scalability, compliance and operational efficiency.\nMr. Basseri holds a Bachelor of Science degree in Computer Science from San Jose State University and pursued graduate studies in\nComputer Science and Business at the University of California, Santa Cruz.\n\n \n\nThere are no family relationships between Mr. Gary, Mr. Basseri\nand any director or executive officer of the Company, and the Company has not entered into any transactions with Mr. Gary or Mr. Basseri\nthat are reportable pursuant to Item 404(a) of Regulation S-K. Except as described above, there are no arrangements or understandings\nbetween Mr. Gary, Mr. Basseri, and any other person pursuant to which Mr. Gary was selected as a director, or Mr. Basseri\nwas elected as a Chief Technology Officer, of the Company.\n\n \n\nOn May 15, 2026, the Company issued a press release announcing\nMr. Gary’s appointment to the Board and Mr. Basseri’s new position as Chief Technology Officer. The press release\nis attached hereto as Exhibit 99.1 and is incorporated by reference herein."}