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Retired three-star general joins BigBear.ai (NYSE: BBAI) board

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. appointed Ret. Lt. Gen. Sean Gainey to its Board of Directors and to the Nominating and Corporate Governance Committee, effective August 13, 2026. Gainey brings senior leadership experience from the United States Army Space and Missile Defense Command and Joint Task Force Gold, and previously led the Joint Counter Unmanned Aerial System Office at the Department of Defense.

Gainey will be compensated under BigBear.ai’s customary non-employee director compensation policy, including a prorated annual restricted stock unit award, and has signed the company’s standard indemnification agreement, filed as Exhibit 10.1. The company states there are no related-party transactions or family relationships involving Gainey that require disclosure.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Director election date August 13, 2026 Date Sean Gainey was elected to the Board and committee
Service period as Commander January 2024 through April 2026 Period Gainey served as Commander, Three Star General at U.S. Army Space and Missile Defense Command and Joint Task Force Gold
Prior Army leadership period 2015 to 2020 Years Gainey held various positions including Deputy Commander, Commander and Director, Joint Staff
Warrant exercise price $11.50 per share Exercise price of each redeemable warrant for one share of common stock
Indemnification exhibit number 10.1 Form of indemnification agreement for directors filed as an exhibit
Nominating and Corporate Governance Committee regulatory
"elected Ret. Lt. Gen. Sean Gainey to serve on the Board and its Nominating and Corporate Governance Committee"
A nominating and corporate governance committee is a group within a company's board of directors responsible for selecting and recommending individuals to serve as company leaders, such as directors or executives. They also develop and oversee policies to ensure the company is run fairly, ethically, and transparently. This committee matters to investors because it helps ensure the company is well-managed and guided by qualified, responsible leadership.
indemnification agreement regulatory
"Mr. Gainey has executed the Corporation’s standard indemnification agreement for directors"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Non-Employee Director Compensation financial
"under the heading “Non-Employee Director Compensation,” including the annual restricted stock unit award"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What board change did BigBear.ai (BBAI) announce on August 13, 2026?

BigBear.ai announced the election of Ret. Lt. Gen. Sean Gainey to its Board of Directors and to the Nominating and Corporate Governance Committee, adding senior military and defense leadership expertise to the board.

What is Ret. Lt. Gen. Sean Gainey’s background relevant to BigBear.ai (BBAI)?

Sean Gainey served as a Commander, Three Star General at the U.S. Army Space and Missile Defense Command and Joint Task Force Gold from January 2024 to April 2026, and previously directed the Joint Counter Unmanned Aerial System Office at the Department of Defense.

How will the new director Sean Gainey be compensated at BigBear.ai (BBAI)?

Gainey will receive compensation under BigBear.ai’s customary non-employee director compensation policy, including an annual restricted stock unit award that is prorated from his election date, as described in the company’s 2026 proxy statement.

What key exhibit was filed with BigBear.ai’s (BBAI) August 2026 Form 8-K?

The company filed as Exhibit 10.1 the updated form of its standard indemnification agreement for directors, which Sean Gainey has executed. Exhibit 104 covers the Inline XBRL cover page interactive data file.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false 0001836981 0001836981 2026-08-13 2026-08-13 0001836981 bbai:CommonStockCustomMember 2026-08-13 2026-08-13 0001836981 bbai:RedeemableWarrantsCustomMember 2026-08-13 2026-08-13
 


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 13, 2026

BigBear.ai Holdings, Inc.
(Exact name of Registrant as Specified in its Charter)

Delaware
001-40031
85-4164597
(State or Other Jurisdiction of
(Commission
(IRS Employer
Incorporation)
File Number)
Identification Number)
 
7950 Jones Branch DriveFirst Floor, North Tower
McLeanVA 22102
(Address of principal executive offices) (Zip Code)
 
(410312-0885
(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:
 
 
 
Trading
 
Name of each exchange
Title of each class
 
Symbol(s)
 
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On August 13, 2026, the Board of Directors (the “Board”) of BigBear.ai Holdings, Inc., a Delaware corporation (the “Corporation”) elected Ret. Lt. Gen. Sean Gainey to serve on the Board and its Nominating and Corporate Governance Committee.
 
From January 2024 through April 2026, Mr. Gainey was a Commander, Three Star General in the United States Army Space and Missile Defense Command and Joint Task Force Gold, where he led two teams responsible for Army and joint force Space and Missile Defense. Prior to that, Mr. Gainey served for four years as Director, Joint Counter Unmanned Aerial System Office in the Department of Defense, where he established a new joint organization to defeat the Unmanned Aerial System (Drone) threat. From 2015 to 2020, Mr. Gainey held various positions within the United States Army, including Deputy Commander, Commander and Director, Joint Staff.
 
Mr. Gainey will receive compensation pursuant to the Corporation’s customary director compensation policy, as described in the Corporation’s definitive proxy statement for the 2026 Annual Meeting of Stockholders, filed with the SEC on April 28, 2026, under the heading “Non-Employee Director Compensation,” including the annual restricted stock unit award described therein prorated to Mr. Gainey’s date of election.
 
Mr. Gainey has executed the Corporation’s standard indemnification agreement for directors, the updated form of which is filed herewith as Exhibit 10.1.
 
There is no arrangement or understanding between Mr. Gainey and any other person pursuant to which Mr. Gainey was selected as a director. Mr. Gainey is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K pursuant to the Securities Act of 1933, as amended. There are no family relationships between Mr. Gainey and any director or executive officer of the Corporation.
 
Item 9.01 Financial Statements and Exhibits
 
(d) Exhibits
 
Exhibit Number
 
Exhibit Description
10.1
 
Form of Indemnification Agreement.
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 17, 2026
 
 
By:/s/ Sean Ricker                           
Name: Sean Ricker
Title: Chief Financial Officer
 
 
 

Filing Exhibits & Attachments

5 documents