BIGBEAR AI HLDGS INC SEC Filings

BigBear.ai Holdings, Inc. director reports stock sale

A director of BigBear.ai Holdings, Inc. reported selling 22,000 shares of the company’s common stock on 11/18/2025 in an open-market transaction coded as “S” for sale. The reported sale price was $6.085 per share. After this transaction, the reporting person directly beneficially owns 236,150 shares of BigBear.ai common stock.

BigBear.ai (BBAI)22,000 shares of common stock through Morgan Stanley Smith Barney on the NYSE, with an indicated aggregate market value of $133,870. The shares are part of BigBear.ai’s equity compensation, having vested as restricted stock under a registered plan on September 30, 2023 in exchange for services rendered. As of the notice, BigBear.ai reports 436,551,228 shares of common stock outstanding, providing context for the size of this planned sale.

BigBear.ai Holdings, Inc. reported Q3 results reflecting lower revenue but materially stronger liquidity. Revenue for the quarter was $33.1 million, down from $41.5 million a year ago, with gross margin of $7.4 million. Operating loss was $21.9 million, but a decrease in the fair value of derivatives helped produce net income of $2.5 million for the quarter.

Year to date, revenue was $100.4 million versus $114.4 million last year, and the company recorded a net loss of $288.1 million, including a previously disclosed $70.6 million goodwill impairment in Q2. Liquidity improved significantly: cash and cash equivalents were $456.6 million at September 30, 2025, and the company added $268.9 million of held‑to‑maturity investments. Financing activities included $637.1 million in proceeds from at‑the‑market stock offerings year to date, moving stockholders’ equity to $610.0 million from a deficit at year‑end.

The company ceased to qualify as an emerging growth company as of June 30, 2025 and now requires auditor attestation under Section 404(b). Shares outstanding were 436,551,228 as of November 7, 2025.

BigBear.ai Holdings (BBAI) entered into a definitive agreement to acquire Ask Sage via a merger, with Ask Sage to become a wholly owned subsidiary. The purchase price includes $140.0 million in cash plus, at BigBear.ai’s option, either shares of common stock or an additional $110.0 million in cash.

If BigBear.ai elects stock, the share count depends on the 20‑day VWAP: (a) if greater than $6.345 but less than $7.05 per share, shares equal to $110.0 million divided by the 20‑day VWAP; (b) if less than or equal to $6.345, 17,336,485 shares; (c) if greater than or equal to $7.05, 15,602,837 shares. At closing, $4.0 million in cash will be held in escrow for post‑closing adjustments. Closing is conditioned on Ask Sage stockholder approval, absence of injunctions, and expiration or termination of the HSR waiting period, with an outside date of March 10, 2026. If stock is issued, certain holders will be subject to a six‑month lock‑up and receive registration rights.

BigBear.ai Holdings, Inc. called a virtual Special Meeting on December 1, 2025 to seek stockholder approval to amend its Certificate of Incorporation to increase authorized common shares from 500,000,000 to 1,000,000,000 and to permit adjournment if more time is needed to obtain votes. The Board recommends voting FOR both proposals.

The company states the additional authorization would provide flexibility for financing, equity compensation, conversions of convertible securities, stock dividends or splits, strategic relationships, and acquisitions. As of September 30, 2025, 435,777,718 shares were issued and outstanding. As of the October 14, 2025 record date, 436,518,932 shares were outstanding and entitled to vote. The filing notes future issuances could dilute earnings per share, book value per share, and current voting power. A quorum requires one‑third of voting power, and brokers may exercise discretion on these “routine” proposals. Proposal 2 would allow adjournment to solicit additional proxies if Proposal 1 lacks sufficient support.

BigBear.ai (BBAI) reported a routine insider equity grant. The Chief Financial Officer received 200,000 restricted stock units (RSUs) on October 14, 2025, recorded at $0 per unit. Each RSU converts into one share, contingent on continued service through vesting.

The award vests in two equal tranches: 100,000 RSUs on October 14, 2026 and 100,000 RSUs on October 14, 2027. Following the reported transaction, the filing lists 489,720 shares of common stock beneficially owned, held directly. This is a standard compensation-related filing that outlines timing and conditions for future share delivery tied to service.

BigBear.ai Holdings, Inc. appointed Sean R. Ricker as Chief Financial Officer, effective October 14, 2025, after serving as interim CFO since June 6, 2025. He will continue to serve as the company’s principal accounting officer.

Under his October 9, 2025 offer letter, compensation includes an annualized base salary of $420,000, eligibility for a short‑term incentive with an annual bonus target of 100% of base compensation, and a retention award of 200,000 RSUs vesting 50% on the first anniversary of the grant date and 50% on the second. Beginning in 2025 and subject to Compensation Committee approval, he is eligible for a recurring annual equity grant estimated at 100% of base compensation, split among RSUs, PSUs, options, and other long‑term vehicles.

Ricker, 38, previously served as Chief Accounting Officer (August 2022–June 2025) and Corporate Controller (from April 2021), and was a Director at MorganFranklin Consulting from 2019–2021. The company states there are no arrangements or family relationships related to this appointment. The offer letter is filed as Exhibit 10.1.

BigBear.ai Holdings, Inc. is asking stockholders to approve an amendment to its Certificate of Incorporation to increase authorized common stock from 500,000,000 to 1,000,000,000 shares, subject to stockholder approval. The company says added capacity would support financing, equity awards, strategic relationships, conversions of securities, stock dividends or splits, and potential acquisitions.

Shares outstanding were 435,757,510 as of September 30, 2025; this is a baseline figure, not the amount being authorized. The Special Meeting is virtual on December 1, 2025 at 8:00 a.m. ET, with a record date of October 14, 2025. Proposal 1 requires a majority of outstanding shares; Proposal 2 would allow adjournment to solicit more votes if needed. The filing notes potential dilution from future issuances, no appraisal rights, and that brokers may vote uninstructed shares on both proposals under applicable rules.

BigBear.ai Holdings (BBAI) insider Sean Ricker, the company's Chief Financial Officer, reported a transaction on Form 4 showing 6,625 shares of common stock were disposed of on 09/30/2025 at a price of $6.46 per share. The filing states these shares were withheld to satisfy tax withholding obligations arising from the vesting of restricted stock units. After the disposition, Mr. Ricker beneficially owns 289,720 shares, held directly. The form is a routine Section 16 disclosure explaining an automatic tax-withholding sale tied to equity compensation and does not indicate a voluntary open-market sale or a change in role.