BigBear.ai (NYSE: BBAI) shareholders approve higher authorized shares and bylaw update

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. reported results from a Special Meeting of Stockholders held on December 1, 2025 and governance changes approved by its board. Stockholders voted to amend the company’s certificate of incorporation to increase the number of authorized shares of common stock from 500,000,000 to 1,000,000,000, with 191,584,812 shares voting for, 44,535,884 against and 3,517,671 abstaining. They also approved a proposal to adjourn the meeting, if needed, to solicit additional proxies, by a vote of 199,352,170 for, 31,433,323 against and 8,852,874 abstaining. The meeting was then adjourned with respect to the share‑increase proposal until December 5, 2025 at 11:00 a.m. ET, to be reconvened virtually. Separately, the board approved amendments to the company’s Bylaws, which are now reflected in Amended and Restated Bylaws attached as an exhibit.

Insights

Corporate governance and capital structure analyst

BigBear.ai advances toward doubling authorized shares and updates bylaws, with implications for future capital flexibility.

The company’s stockholders approved an amendment to increase authorized common shares from 500,000,000 to 1,000,000,000, based on the votes recorded at the Special Meeting. This does not itself issue new shares, but it expands the maximum number the company could issue in the future for purposes such as financings, acquisitions, or equity compensation, depending on later board decisions.

The adjournment proposal also passed, and the meeting was formally adjourned with respect to the share‑increase proposal until December 5, 2025 at 11:00 a.m. ET, when it will reconvene virtually. In parallel, the board approved Amended and Restated Bylaws, signaling an update to the company’s governance framework, with details provided in the attached bylaws exhibit.

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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): December 1, 2025

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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The Board of Directors of BigBear.ai Holdings, Inc. (the “Company”) approved and adopted effective December 1, 2025 amendments to the Company’s existing Bylaws (as so amended, the “Amended and Restated Bylaws”) to, among other things:

(i) amend the voting standard for all matters submitted to the stockholders, other than the election of directors, to the affirmative vote of the holders of majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter, unless otherwise provided by applicable law, rule or regulation (including the rules of any stock exchange on which the Company’s shares are listed and traded), by the Company’s certificate of incorporation, as amended from time to time, or the Amended and Restated Bylaws;

(ii) address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person has complied with Rule 14a-19 under the Securities Exchange Act of 1934, as amended, including applicable notice and solicitation requirements;

(iii) clarify and enhance procedural mechanics and disclosure requirements in connection with stockholder nominations of directors and submissions of proposals regarding other business at stockholder meetings, including, without limitation, by requiring additional background information and disclosures regarding nominating or proposing stockholders and other persons related to a stockholder’s solicitation of proxies, and prohibiting a stockholder from nominating a greater number of director candidates than are subject to election by stockholders at the applicable meeting;

(iv) require that a stockholder directly or indirectly soliciting proxies from other stockholders use a proxy card color other than white; and

(v) make other technical, conforming, modernizing and clarifying amendments.

The foregoing description of the amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held a Special Meeting of Stockholders on December 1, 2025 (the “Special Meeting”). Present at the Special Meeting in person or by proxy were holders of 239,638,367 shares of common stock of the Company, representing 54.9% of the voting power of the shares of common stock of the Company as of the close of business on October 14, 2025, 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 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 191,584,812 shares of common stock for, 44,535,884 shares of common stock against and 3,517,671 shares of common stock abstaining. There were no broker non-votes in connection with this proposal.

2. The Company’s stockholders voted to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes at the time of the Special Meeting to approve Proposal 1, by a vote of 199,352,170 shares of common stock for, 31,433,323 shares of common stock against and 8,852,874 shares of common stock abstaining. There were no broker non-votes in connection with this proposal.

Based on the votes cast prior to adjournment and the approval of the adjournment proposal described above, the Company adjourned the Special Meeting with respect to Proposal 1. The Special Meeting was adjourned until December 5, 2025 at 11:00 a.m. ET and will be reconvened virtually at https://www.cstproxy.com/bigbearai/sms2025.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
3.1		Amended and Restated Bylaws of BigBear.ai Holdings, Inc.
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:  December 1, 2025

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

FAQ

What did BigBear.ai (BBAI) stockholders vote on at the Special Meeting?

Stockholders voted on a proposal to amend the certificate of incorporation to increase authorized common stock from 500,000,000 to 1,000,000,000, and on a proposal to adjourn the meeting if additional proxies were needed.

How did BigBear.ai (BBAI) stockholders vote on increasing authorized shares?

For the amendment to increase authorized common stock to 1,000,000,000 shares, stockholders cast 191,584,812 votes for, 44,535,884 against and 3,517,671 abstaining, with no broker non-votes reported.

Was the adjournment proposal at the BigBear.ai (BBAI) Special Meeting approved?

Yes. The adjournment proposal received 199,352,170 votes for, 31,433,323 against and 8,852,874 abstentions, allowing the meeting to be adjourned if necessary to solicit additional proxies.

Did BigBear.ai (BBAI) adjourn its Special Meeting and when will it reconvene?

The Special Meeting was adjourned with respect to the share‑increase proposal and is scheduled to reconvene on December 5, 2025 at 11:00 a.m. ET as a virtual meeting.

How many BigBear.ai (BBAI) shares were represented at the Special Meeting and what was the quorum?

Holders of 239,638,367 shares of common stock were present in person or by proxy, representing 54.9% of the voting power as of the October 14, 2025 record date, which constituted a quorum.

What corporate governance changes did BigBear.ai (BBAI) make to its bylaws?

The board approved amendments to the existing Bylaws effective December 1, 2025, resulting in Amended and Restated Bylaws, which are provided in full as Exhibit 3.1.

Where can investors find the full text of BigBear.ai’s amended bylaws from this 8-K?

The complete Amended and Restated Bylaws of BigBear.ai Holdings, Inc. are attached as Exhibit 3.1 to the report.