[8-K] BigBear.ai Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. (BBAI) announced its financial results for the quarter ended June 30, 2025 and attached the company's press release as Exhibit 99.1 to this Current Report. The company states that the information in Item 2.02 is to be deemed filed (not furnished) and will be incorporated by reference into its registration statements on Form S-3 and Form S-8.

The filing identifies the company's publicly traded securities (common stock: BBAI; redeemable warrants: BBAI.WS) and indicates the registrant is an emerging growth company. No financial statement line items or numerical results are included within this 8-K text; the substantive results are contained in the attached press release.

Insights

Financial Analyst

TL;DR: Routine earnings disclosure; the press release containing results is attached and formally filed for incorporation into registration statements.

This Form 8-K uses Item 2.02 to announce that the company released its quarterly operating results for the quarter ended June 30, 2025, and attaches that release as Exhibit 99.1. The filing explicitly states the Item 2.02 information is "deemed filed," which means the release will be part of the company's public SEC record and incorporated into its Form S-3 and Form S-8 registration statements. The 8-K text itself contains no financial figures; investors must consult Exhibit 99.1 for metrics.

Corporate Governance Expert

TL;DR: Procedural disclosure; the filing formalizes the press release as filed material and notes emerging growth company status.

The report follows standard disclosure practice by attaching the earnings press release and clarifying its status as "filed" rather than "furnished," which can affect incorporation into registration statements and the company's disclosure record. The 8-K also confirms securities registered and that the company is an emerging growth company. No governance actions, officer changes, or material contracts are reported in this text.

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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) August 11, 2025

________________________________________________________

BigBear.ai Holdings, Inc.

(Exact name of Registrant as Specified in Charter)

________________________________________________________

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

________________________________________________________

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

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 2.02     Results of Operations and Financial Condition.

On August 11, 2025, BigBear.ai Holdings, Inc. (the “Company”) announced its financial results of operations for the quarter ended June 30, 2025. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

The information provided in this Item 2.02 of this 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)

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: August 11, 2025

By:			/s/ Sean Ricker
Name:			Sean Ricker
Title:			Chief Financial Officer