Roman Dbdr Acquisition Corp. II - 8-K

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

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