BigBear.ai Holdings, Inc.

false 0001836981 --12-31 0001836981 2026-06-09 2026-06-09 0001836981 bbai:CommonStock0.0001ParValueMember 2026-06-09 2026-06-09 0001836981 bbai:RedeemableWarrantsEachFullWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf11.50PerShareMember 2026-06-09 2026-06-09 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) June 9, 2026 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number) 7950 Jones Branch Drive , First Floor , North Tower McLean , VA 22102 (Address of principal executive offices) (Zip Code) (410) 312-0885 (Registrant’s telephone number, including area code) N/A (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 Common stock, $0.0001 par value BBAI New York Stock Exchange Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per share BBAI.WS New York Stock Exchange 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 ☐ 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year On June 9, 2026, BigBear.ai Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders approved an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 500,000,000 to 1,000,000,000 (the “Amendment”). The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on June 9, 2026 (the “Certificate of Amendment”). The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein. Item 5.07 Submission of Matters to a Vote of Security Holders On June 9, 2026, the Company held the Annual Meeting. At the close of business on April 13, 2026, there were 478,949,450 shares of common stock issued and outstanding. Holders of 271,729,925 shares of common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum for purposes of conducting business at the Annual Meeting. Set forth below are the final voting results for each proposal submitted to a vote of the shareholders at the Annual Meeting. Proposal No. 1: Election of Directors The Company’s shareholders elected the following nominees for director to serve as Class II directors for a three-year term expiring in 2029 or until their successors shall have been elected and qualified. Name Votes For Votes Withheld Broker Non-Votes Kevin McAleenan 89,446,324 9,530,902 172,752,699 Pamela Braden 81,006,003 17,971,223 172,752,699 Proposal No. 2: Advisory Vote on the Frequency of the Advisory Vote on the Compensation of the Company’s Named Executive Officers The Company’s shareholders approved a 1-year voting frequency, on a non-binding advisory basis, as the frequency of future non-binding advisory votes on the compensation of our named executive officers, by the votes set forth below: Frequency Votes Submitted Abstentions Broker Non-Votes 1 Year 92,842,228 2,411,711 172,752,699 2 Years 1,684,670 2,411,711 172,752,699 3 Years 2,038,617 2,411,711 172,752,699 The Company’s Board of Directors considered the results of the advisory vote on the frequency of future advisory votes on executive compensation and determined that it would hold future votes on executive compensation every one year until the next shareholder vote on the frequency of these votes. Proposal No. 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025. Votes For Votes Against Abstentions Broker Non-Votes 86,606,157 9,573,649 2,797,420 172,752,699 Proposal No. 4: Ratification of Appointment of Independent Registered Public Accounting Firm The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified. Votes For Votes Against Abstentions Broker Non-Votes 265,572,995 3,510,898 2,646,032 — Proposal No. 5: Approval of Amendment to the Company’s Certificate of Incorporation The vote to approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 500,000,000 to 1,000,000,000 was approved. Votes For Votes Against Abstentions Broker Non-Votes 241,570,296 27,077,068 3,082,561 — Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Exhibit Description 3.1 Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, dated June 9, 2026 104 Inline XBRL for the cover page of this Current Report on Form 8-K 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 12, 2026 By: /s/ Sean Ricker Name: Sean Ricker Title: Chief Financial Officer