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BigBear.ai (NYSE: BBAI) holders approve 1B authorized common shares

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. reconvened its special meeting of stockholders on April 21, 2026 and achieved a quorum with 289,155,698 common shares present, representing 60.61% of voting power as of the March 30, 2026 record date.

Stockholders approved an amendment to the Second Amended and Restated Certificate of Incorporation to increase authorized common stock from 500,000,000 to 1,000,000,000 shares. Proposal 1 passed with 231,088,641 votes for, 53,049,096 against and 5,017,961 abstentions, with no broker non-votes reported.

Positive

  • None.

Negative

  • None.

Insights

BigBear.ai shareholders approved doubling authorized common shares, expanding future equity issuance capacity.

The company received stockholder approval to amend its charter and increase authorized common stock from 500,000,000 to 1,000,000,000 shares. This change affects only the ceiling on how many shares may be issued, not any immediate new issuance.

The meeting had solid participation, with 289,155,698 shares present, representing 60.61% of voting power. Proposal 1 passed comfortably, with 231,088,641 votes in favor versus 53,049,096 against and 5,017,961 abstentions. Future disclosures would need to detail any specific financings, equity incentives, or transactions that use this expanded authorization.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Authorized common stock before 500,000,000 shares Prior authorized common stock in charter
Authorized common stock after 1,000,000,000 shares New limit approved in charter amendment
Shares present at meeting 289,155,698 shares Shares present in person or by proxy at special meeting
Voting power represented 60.61% Voting power of common stock as of March 30, 2026 record date
Votes for Proposal 1 231,088,641 shares Votes in favor of increasing authorized common stock
Votes against Proposal 1 53,049,096 shares Votes against increasing authorized common stock
Abstentions on Proposal 1 5,017,961 shares Abstaining votes on charter amendment
Special Meeting regulatory
"The Company reconvened a special meeting of stockholders on April 21, 2026"
A special meeting is a shareholder gathering called outside the regular annual meeting to decide on urgent or specific corporate matters, such as mergers, major asset sales, changes to the board, or shareholder proposals. It matters to investors because decisions made there can quickly alter a company’s strategy, ownership or value—like a sudden boardroom decision that changes the game—so shareholders may need to vote, adjust holdings, or reassess risk based on the outcome.
Second Amended and Restated Certificate of Incorporation regulatory
"approve an amendment to the Company’s Second Amended and Restated Certificate of Incorporation"
authorized shares financial
"to increase the number of authorized shares of common stock of the Company"
Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.
broker non-votes regulatory
"There were no broker non-votes in connection with this proposal"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
quorum regulatory
"representing 60.61% of the voting power ... and constituting a quorum for the transaction of business"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Understanding 8-K Material Events →
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): April 21, 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 5.07.
Submission of Matters to a Vote of Security Holders.

The Company reconvened a special meeting of stockholders on April 21, 2026 (the “Special Meeting”), which was adjourned from the Special Meeting originally convened on December 1, 2025. Present at the Special Meeting in person or by proxy were holders of 289,155,698 shares of common stock of the Company, representing 60.61% of the voting power of the shares of common stock of the Company outstanding as of the close of business on March 30, 2026, the record date for the Special Meeting, and constituting a quorum for the transaction of business.

At the Special Meeting, the Company’s stockholders took the following actions:

1. The Company’s stockholders voted on a proposal 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 231,088,641 shares of common stock for, 53,049,096 shares of common stock against and 5,017,961 shares of common stock abstaining. There were no broker non-votes in connection with this proposal.

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:  April 22, 2026

BIGBEAR.AI HOLDINGS, INC.
   
By:
  
/s/ Carolyn Blankenship
Name:
  
Carolyn Blankenship
Title:
  
General Counsel and Secretary


Source: View Original Filing on SEC EDGAR

FAQ

What did BigBear.ai (BBAI) shareholders approve at the April 21, 2026 special meeting?

Shareholders approved an amendment to increase authorized common stock from 500,000,000 to 1,000,000,000 shares. This change modifies the company’s charter and expands the potential pool of shares available for future issuance.

How many BigBear.ai (BBAI) shares were represented at the special meeting?

At the special meeting, 289,155,698 common shares were present in person or by proxy. These shares represented 60.61% of the voting power outstanding as of the March 30, 2026 record date, satisfying quorum requirements.

What was the vote breakdown on BigBear.ai’s Proposal 1 to increase authorized shares?

Proposal 1 received 231,088,641 votes for, 53,049,096 votes against and 5,017,961 abstentions. There were no broker non-votes reported, indicating all represented shares were eligible to vote on the charter amendment.

Does BigBear.ai’s charter amendment mean new shares are being issued now?

The amendment only increases authorized common stock from 500,000,000 to 1,000,000,000 shares. It does not by itself issue any new shares; it simply permits the company to issue more shares in future transactions if it chooses.

Why was BigBear.ai’s special meeting reconvened in April 2026?

The special meeting held on April 21, 2026 was a reconvened session of a meeting originally convened on December 1, 2025. At the reconvened meeting, shareholders were able to vote and approve the increase in authorized common shares.

Filing Exhibits & Attachments

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