UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~July~~August 1411, 2025

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BigBear.ai Holdings, Inc.

(Exact name of Registrant as Specified in ~~its~~ Charter)

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Delaware	001-40031	85-4164597
(State or Other Jurisdiction of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification Number)
Incorporation or Organization)	File Number)	Identification Number)
7950 Jones Branch Drive, First Floor, North Tower
McLean, VA 22102
(Address of principal executive offices) (Zip Code)
(Address of principal executive offices, including Zip Code)
(410) 312-0885
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)

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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 (see General Instruction A.2. below):


☐			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:

Trading

Name of each exchange

Title of each class

~~Symbol(s)~~Symbols

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 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 52.02 Results ~~Departure~~ of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

~~Effective~~On ~~as of July 14~~August 11, 2025 ~~(the “Separation Date”)~~, ~~Jeffrey Hart resigned from his position as Director of~~ BigBear.ai Holdings, Inc. (the “Company”). ~~Mr.~~announced ~~Hart~~its ~~did~~financial ~~not~~results ~~resign~~of ~~due~~operations tofor ~~any~~the ~~disagreement~~quarter ~~with~~ended ~~the~~June ~~Company~~30, on2025. ~~any~~A ~~matter~~copy ~~relating~~of tothe ~~its~~press ~~operations,~~release ~~policies~~is orattached ~~practices.~~hereto ~~The~~as ~~Company~~Exhibit ~~thanks Mr~~99.1 ~~Hart~~to ~~for~~this ~~his~~Current ~~service~~Report toon ~~the~~Form ~~Company~~8-K and ~~its~~incorporated ~~stockholders~~by reference herein.

The information provided in this Item 92.0102 ~~Financial~~of ~~Statements~~this ~~Exhibits~~Form 8-K shall be deemed “filed” and not “furnished” and shall be incorporated into the Company’s registration statements on Form S-3 and Form S-8.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.						Description
99.1						Press release dated August 11, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: ~~July~~August 1711, 2025

~~BIGBEAR.AI HOLDINGS, INC.~~ By: /s/ Sean Ricker Name: Sean Ricker Title: Chief Financial Officer

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