BigBear.ai doubles authorized common shares

BigBear.ai Holdings, Inc. reported results of its 2026 annual meeting, where shareholders approved an amendment to double the company’s authorized common stock from 500,000,000 to 1,000,000,000 shares.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. reported results of its 2026 annual meeting, where shareholders approved an amendment to double the company’s authorized common stock from 500,000,000 to 1,000,000,000 shares. The amendment became effective upon filing a Certificate of Amendment in Delaware on June 9, 2026.

As of April 13, 2026, there were 478,949,450 common shares outstanding, and holders of 271,729,925 shares were present, constituting a quorum. Shareholders elected two Class II directors, supported holding advisory votes on executive pay every year, approved executive compensation on an advisory basis, and ratified Grant Thornton LLP as auditor for the year ending December 31, 2026.

Insights

Shareholders backed all proposals, including a large increase in authorized shares.

BigBear.ai shareholders approved all five proposals at the 2026 annual meeting. The most structural change is raising authorized common stock from 500,000,000 to 1,000,000,000 shares, which increases the company’s capacity to issue new equity in the future.

Support levels were strong: the share increase drew 241,570,296 votes for versus 27,077,068 against. Advisory votes favored annual say‑on‑pay and approved named executive officer compensation, while Grant Thornton LLP was ratified as independent registered public accounting firm for the year ending December 31, 2026.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

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

The company amended its charter documents, bylaws, or changed its fiscal year.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Authorized common shares before amendment: 500,000,000 shares Authorized common shares after amendment: 1,000,000,000 shares Shares outstanding: 478,949,450 shares +3 more

6 metrics

Authorized common shares before amendment 500,000,000 shares Authorized common stock prior to June 9, 2026 amendment

Authorized common shares after amendment 1,000,000,000 shares Authorized common stock after shareholder approval and filing

Shares outstanding 478,949,450 shares Common stock issued and outstanding as of April 13, 2026

Shares represented at meeting 271,729,925 shares Shares present in person or by proxy at 2026 annual meeting

Votes for share increase 241,570,296 votes Votes for amendment increasing authorized shares to 1,000,000,000

Votes for Grant Thornton 265,572,995 votes Votes for ratifying Grant Thornton LLP as 2026 auditor

Key Terms

authorized shares, Certificate of Amendment, non-binding advisory basis, broker non-votes, +1 more

5 terms

authorized shares financial

"to increase the number of authorized shares of common stock of the Company from 500,000,000 to 1,000,000,000"

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.

Certificate of Amendment regulatory

"upon the Company’s filing of a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

non-binding advisory basis financial

"approved a 1-year voting frequency, on a non-binding advisory basis, as the frequency of future non-binding advisory votes"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

broker non-votes financial

"Votes For | | Votes Withheld | | Broker Non-Votes"

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.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

FAQ

What did BigBear.ai (BBAI) shareholders approve regarding authorized common shares?

Shareholders approved an amendment doubling authorized common stock from 500,000,000 to 1,000,000,000 shares. The change became effective when the Certificate of Amendment was filed with the Delaware Secretary of State on June 9, 2026, giving the company more flexibility to issue equity.

How many BigBear.ai (BBAI) shares were outstanding and represented at the 2026 annual meeting?

As of April 13, 2026, BigBear.ai had 478,949,450 common shares outstanding. At the 2026 annual meeting, holders of 271,729,925 shares were present in person or by proxy, which the company states constituted a quorum to conduct shareholder business.

Which director nominees were elected at BigBear.ai’s 2026 annual meeting?

Shareholders elected Kevin McAleenan and Pamela Braden as Class II directors for three-year terms ending in 2029. McAleenan received 89,446,324 votes for and 9,530,902 withheld, while Braden received 81,006,003 votes for and 17,971,223 withheld, with substantial broker non-votes reported.

What frequency did BigBear.ai (BBAI) shareholders choose for say-on-pay votes?

Shareholders supported holding advisory votes on executive compensation every one year. The one-year frequency received 92,842,228 votes, compared with 1,684,670 for two years and 2,038,617 for three years. The board decided to follow this annual frequency until the next required frequency vote.

Did BigBear.ai (BBAI) shareholders approve executive compensation on an advisory basis?

Yes. Shareholders approved the compensation of BigBear.ai’s named executive officers for the year ended December 31, 2025. The proposal received 86,606,157 votes for, 9,573,649 against, and 2,797,420 abstentions, in addition to 172,752,699 broker non-votes reported in the results.

Which audit firm did BigBear.ai (BBAI) shareholders ratify for 2026?

Shareholders ratified Grant Thornton LLP as BigBear.ai’s independent registered public accounting firm for the year ending December 31, 2026. The ratification received 265,572,995 votes for, 3,510,898 votes against, and 2,646,032 abstentions, with no broker non-votes listed for this proposal.

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

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Accepted by SEC EDGAR 06/12/2026 - 04:58 PM

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) June 9, 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 5.03

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

On June 9, 2026, BigBear.ai Holdings, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, shareholders approved 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 (the “Amendment”). The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on June 9, 2026 (the “Certificate of Amendment”).

The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07

Submission of Matters to a Vote of Security Holders

On June 9, 2026, the Company held the Annual Meeting. At the close of business on April 13, 2026, there were 478,949,450 shares of common stock issued and outstanding. Holders of 271,729,925 shares of common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum for purposes of conducting business at the Annual Meeting.

Set forth below are the final voting results for each proposal submitted to a vote of the shareholders at the Annual Meeting.

Proposal No. 1: Election of Directors

The Company’s shareholders elected the following nominees for director to serve as Class II directors for a three-year term expiring in 2029 or until their successors shall have been elected and qualified.


Name	Votes For	Votes Withheld	Broker Non-Votes
Kevin McAleenan	89,446,324	9,530,902	172,752,699
Pamela Braden	81,006,003	17,971,223	172,752,699

Proposal No. 2: Advisory Vote on the Frequency of the Advisory Vote on the Compensation of the Company’s Named Executive Officers

The Company’s shareholders approved a 1-year voting frequency, on a non-binding advisory basis, as the frequency of future non-binding advisory votes on the compensation of our named executive officers, by the votes set forth below:


Frequency	Votes Submitted	Abstentions	Broker Non-Votes
1 Year	92,842,228	2,411,711	172,752,699
2 Years	1,684,670	2,411,711	172,752,699
3 Years	2,038,617	2,411,711	172,752,699

The Company’s Board of Directors considered the results of the advisory vote on the frequency of future advisory votes on executive compensation and determined that it would hold future votes on executive compensation every one year until the next shareholder vote on the frequency of these votes.

Proposal No. 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers

The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025.


Votes For	Votes Against	Abstentions	Broker Non-Votes
86,606,157	9,573,649	2,797,420	172,752,699

Proposal No. 4: Ratification of Appointment of Independent Registered Public Accounting Firm

The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified.


Votes For	Votes Against	Abstentions	Broker Non-Votes
265,572,995	3,510,898	2,646,032	—

Proposal No. 5: Approval of Amendment to the Company’s Certificate of Incorporation

The vote 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 was approved.


Votes For	Votes Against	Abstentions	Broker Non-Votes
241,570,296	27,077,068	3,082,561	—

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Exhibit Description

3.1		Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation, dated June 9, 2026

104		Inline XBRL for the cover page of this Current Report on Form 8-K

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: June 12, 2026


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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents

BigBear.ai doubles authorized common shares

Rhea-AI Filing Summary

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