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): ~~December 1~~January 2, ~~2025~~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 57.0301. ~~Amendments~~Regulation toFD ~~Articles of Incorporation or Bylaws; Change in Fiscal Year~~Disclosure.

~~The~~On ~~Board~~January 2, of2026, ~~Directors of~~ BigBear.ai Holdings, Inc. (the “Company”) ~~approved~~issued ~~and~~a ~~adopted~~press ~~effective~~release ~~December 1,~~regarding ~~2025 amendments to~~ the ~~Company’s~~Redemption ~~existing Bylaws~~ (asdescribed ~~so amended~~below), ~~the~~a ~~“Amended~~copy ~~and~~of ~~Restated~~which ~~Bylaws”)~~is ~~to,~~attached ~~among~~as ~~other~~Exhibit ~~things:~~99.1 hereto.

~~(i)~~The ~~amend~~information ~~the~~in ~~voting~~this ~~standard~~Item ~~for~~7.01 ~~all~~(including ~~matters~~Exhibit ~~submitted~~99.1 tohereto) ~~the~~shall ~~stockholders,~~not ~~other~~be ~~than~~deemed ~~the~~“filed” ~~election~~for purposes of ~~directors,~~Section 18 ~~to the affirmative vote~~ of the ~~holders~~Securities ofExchange ~~majority~~Act ~~in voting power~~ of ~~the~~1934, ~~votes~~as ~~cast~~amended (~~excluding~~the ~~abstentions~~“Exchange ~~and broker non-votes~~Act”), onor ~~such~~otherwise ~~matter,~~subject ~~unless~~to ~~otherwise~~the ~~provided~~liabilities byof ~~applicable~~that ~~law~~section, ~~rule~~nor orshall ~~regulation~~it ~~(including~~be ~~the~~deemed ~~rules~~incorporated ofby ~~any~~reference ~~stock~~in ~~exchange~~any onfiling ~~which~~under the ~~Company’s~~Securities ~~shares~~Act ~~are~~of ~~listed~~1933, ~~and~~as ~~traded)~~amended, byor the ~~Company’s~~Exchange ~~certificate of incorporation~~Act, except as ~~amended~~expressly ~~from~~set ~~time~~forth toby ~~time,~~specific orreference ~~the~~in ~~Amended~~such ~~and~~a ~~Restated~~filing. ~~Bylaws;~~

~~(ii)~~Item ~~address the universal proxy rules adopted by the U~~8.S01. ~~Securities~~Other and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements;Events.

~~(iii)~~On clarify and enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetingsJanuary 2, ~~including~~2026, ~~without~~the ~~limitation,~~Company byissued ~~requiring~~a ~~additional~~notice ~~background~~(the ~~information~~“Redemption ~~and~~Notice”) ~~disclosures~~to ~~regarding~~holders ~~nominating~~of orthe ~~proposing stockholders and other persons related to a stockholder~~Company’s ~~solicitation~~6.00% ofConvertible ~~proxies,~~Senior ~~and~~Secured ~~prohibiting~~Notes adue ~~stockholder~~2029 ~~from~~(the ~~nominating~~“Notes”) acalling ~~greater~~for ~~number~~redemption of(the ~~director~~“Redemption”) ~~candidates~~all ~~than~~outstanding ~~are~~Notes. ~~subject to election by stockholders at the applicable meeting;~~

On January 16, 2026 (ivthe “Redemption Date”), ~~require~~all then-outstanding Notes that aare ~~stockholder~~called ~~directly~~for orRedemption ~~indirectly~~and ~~soliciting~~have ~~proxies~~not ~~from~~been ~~other~~submitted ~~stockholders~~for ~~use~~conversion will be repurchased for cash at a ~~proxy~~price ~~card~~(the ~~color~~“Redemption ~~other~~Price”) ~~than~~equal ~~white;~~to the principal amount of such Notes plus accrued and unpaid interest on such Notes to, but excluding, the Redemption Date.

Notes that are called for Redemption may be submitted for conversion at any time before 5:00 p.m. (vNew York City time) ~~make~~on ~~other~~the ~~technical~~second scheduled trading day before the Redemption Date. The Company currently expects that holders of Notes called for Redemption will convert such Notes before the Redemption Date. However, ~~conforming~~those holders are not obligated to convert their Notes, ~~modernizing~~and the Company will be required to pay the Redemption Price for all Notes called for Redemption that have not been converted. Notes that are converted after they are called for Redemption will be settled in shares of the Company’s common stock (together with cash in lieu of any fractional share) at the conversion rate. As of the date of the Redemption Notice, the conversion rate of the Notes is 281.4491 shares of the Company’s common stock per $1,000 principal amount of Notes. However, in accordance with the Indenture governing the Notes, the Conversion Rate applicable to Notes called for Redemption that are converted during the period beginning on, and ~~clarifying~~including, ~~amendments~~January 2, 2026 and ending on, and including, January 15, 2026 will be increased to 305.5254 shares of the Company’s common stock per $1,000 principal amount of Notes.

~~The~~Forward ~~foregoing~~Looking ~~description~~Statements of the amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

~~Item~~This 5Current Report on Form 8-K contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995.07 Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “project,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. ~~Submission~~These forward-looking statements include, but are not limited to, statements regarding the planned Redemption, including the Company’s expectations regarding conversions by holders of ~~Matters~~Notes called for Redemption, and its expected impacts and other statements that are not historical facts. These statements are based on current expectations and beliefs concerning future developments and their potential effects on us and should not be relied upon as representing BigBear’s assessment as of any date subsequent to athe ~~Vote~~date of ~~Security~~this ~~Holders~~Current Report on Form 8-K. There can be no assurance that future developments affecting us will be those that we have anticipated. Many actual events and circumstances are beyond our control. These forward-looking statements are subject to a number of risks and uncertainties, including, without limitation, those relating to: our ability to sustain revenue growth; our mix of fixed-price and time-and-material type contracts; the time and expense and our sales cycle; our limited number of customers accounting for a substantial portion of our revenue; our ability to realize the full deal value of our customer contracts; the complexity of our software; the quality of our software offerings; changes in domestic and foreign business, market, financial, political, and legal conditions; changes in government programs or applicable requirements; budgetary constraints, including any potential constraints as a result of federal government policies or spending or termination of contracts; the impact of tariffs or other restrictive trade measures; competition; our ability to realize the benefits of the strategic partnerships; potential delays or changes in the government appropriations or

~~The~~ procurement ~~Company~~processes; ~~held~~risks aregarding ~~Special~~the ~~Meeting~~market ofand ~~Stockholders~~our oncustomers ~~December~~accepting 1,and ~~2025~~adopting (our products; the ~~“Special~~high ~~Meeting”).~~degree ~~Present~~of atuncertainty of the ~~Special~~level ~~Meeting~~of indemand ~~person~~for, orand bymarket ~~proxy~~utilization ~~were~~of, ~~holders~~our solutions and products; our ability to successfully execute and realize the benefits of ~~239~~joint ventures,~~638~~ channel sales relationships,~~367~~ ~~shares~~partnerships, ofstrategic ~~common~~alliances, ~~stock~~subcontracting ofopportunities, customer contracts and other commercial agreements to which we are a party; failure to consummate the ~~Company~~proposed transaction with Ask Sage and realize expected benefits therefrom; risks related to intellectual property, ~~representing~~information ~~54.9%~~technology, ofdata ~~the~~privacy ~~voting~~and ~~power~~security; ofrisks related to our relationships and business with the ~~shares~~public ofsector; ~~common~~and ~~stock~~those offactors discussed under the ~~Company~~heading as“Risk ofFactors” in the ~~close~~Company’s ofAnnual ~~business~~Report on ~~October~~Form 1410-K for the fiscal year ended December 31, ~~2025~~2024, ~~the~~as ~~record~~such ~~date~~factors ~~for~~may ~~the~~be ~~Special~~updated ~~Meeting~~from time to time, including without limitation its Quarterly Reports on Form 10-Q and ~~constituting~~other adocuments ~~quorum~~filed ~~for~~with the ~~transaction~~SEC. If any of ~~business~~these risks materialize or our assumptions prove incorrect, actual results could differ materially from those projected by these forward-looking statements. AtThere may be additional risks that we presently do not know or that we currently believe are immaterial which could also cause actual results to differ from those contained in the ~~Special~~forward-looking ~~Meeting~~statements. In addition, ~~the~~forward-looking ~~Company’s~~statements ~~stockholders~~reflect ~~took~~our expectations, plans or forecasts of future events and views as of the ~~following~~date ~~actions:~~of this release. We anticipate that subsequent events and developments will cause our assessments to change. However, we specifically disclaim any obligation to do so, except as may be required by law. Accordingly, undue reliance should not be placed upon the forward-looking statements.

1Item 9. ~~The~~01. ~~Company’s~~Financial ~~stockholders~~Statements ~~voted 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 (“Proposal 1”), by a vote of 191,584,812 shares of common stock for, 44,535,884 shares of common stock against and 3,517,671 shares of common stock abstainingExhibits. ~~There were no broker non-votes in connection with this proposal.~~

2.Exhibits The Company’s stockholders voted to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to approve Proposal 1, by a vote of 199,352,170 shares of common stock for, 31,433,323 shares of common stock against and 8,852,874 shares of common stock abstaining. There were no broker non-votes in connection with this proposal.

Based on the votes cast prior to adjournment and the approval of the adjournment proposal described above, the Company adjourned the Special Meeting with respect to Proposal 1. The Special Meeting was adjourned until December 5, 2025 at 11:00 a.m. ET and will be reconvened virtually at https://www.cstproxy.com/bigbearai/sms2025.


Exhibit Number		Description

99.1		Press Release, dated January 2, 2026

104		Cover page interactive data file (embedded within the inline XBRL document).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

ExhibitNo.		Description
3.1		Amended and Restated Bylaws of BigBear.ai Holdings, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: ~~December~~ January 12, ~~2025~~2026


BIGBEAR.AI HOLDINGS, INC.

By:		/s/ Carolyn Blankenship
Name:		Carolyn Blankenship
Title:		General Counsel and Secretary

Filing Compare · BigBear.ai Holdings, Inc.