Every 8-K that BIGBEAR AI HLDGS INC (BBAI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BBAI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BBAI filings page.
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.
BigBear.ai Holdings, Inc. entered into an Open Market Sale Agreement with Jefferies LLC on July 31, 2026, allowing it to sell up to 100,000,000 shares of its common stock through the sales agent.
Any sales will be made as an at the market offering under Rule 415(a)(4), using its registration statement on Form S-3 (File No. 333-289678), the base prospectus dated August 18, 2025, and a July 31, 2026 prospectus supplement. Jefferies will receive up to 3.0% of the gross proceeds from shares sold, and the company has agreed to provide indemnification and contribution. A legal opinion from Latham & Watkins LLP regarding the shares is filed as an exhibit.
BigBear.ai Holdings, Inc. reported second-quarter 2026 revenue of $36.7 million, up 13% from the prior-year quarter, driven by Ask Sage GenAI platforms and products. Gross margin improved to 32.8% from 25.0%, and contract backlog grew 9% between December 31, 2025 and June 30, 2026 to $269.6 million.
Total available cash and investments were $409.8 million as of June 30, 2026. Net loss narrowed to $25.7 million from $228.6 million, helped by smaller non-cash losses on derivative fair-value changes, the absence of prior-year goodwill impairment, lower interest expense and higher gross profit, partially offset by higher SG&A and R&D. Non-GAAP Adjusted EBITDA was a loss of $11.6 million versus a $8.5 million loss a year earlier as SG&A rose $10.4 million to $31.8 million, reflecting Ask Sage-related amortization, legal and proxy expenses, and expanded sales and marketing.
On the balance sheet, non-current long-term debt, net, was $0 compared with $90.5 million at December 31, 2025, and derivative liabilities were $10.5 million versus $116.9 million. BigBear.ai affirmed full-year 2026 revenue guidance of $135 million to $165 million, and management referenced a target of 17% revenue growth.
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.
BigBear.ai Holdings, Inc. reported first quarter 2026 revenue of $34.4 million, down 1% from $34.8 million a year earlier, while expanding gross margin from 21.3% to 34.0% helped by higher‑margin Generative AI products from the Ask Sage acquisition.
Backlog grew 14% sequentially to $281.9 million, including a $53 million classified national security award, and the company affirmed full‑year 2026 revenue guidance of $135–$165 million. Net loss improved modestly to $56.8 million, while non‑GAAP Adjusted EBITDA was a loss of $9.9 million. BigBear.ai ended March 31, 2026 with $431.5 million in cash and investments after settling the remaining $124.6 million of 2029 convertible notes mainly through debt‑to‑equity conversion.
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.
BigBear.ai Holdings reported weaker 2025 revenue but a much stronger balance sheet and set growth targets for 2026. Fourth-quarter 2025 revenue fell to $27.3 million from $43.8 million, and full-year revenue declined to $127.7 million from $158.2 million, mainly from lower Army program volumes. Gross margin for the quarter dropped to 20.3% from 37.4%. The quarterly net loss narrowed sharply to $5.8 million from $138.2 million, helped by a $50.2 million non-cash gain on derivatives and a $21.7 million tax benefit, partially offset by a $53.4 million impairment of long-lived assets.
The company ended 2025 with $462 million in cash and investments and said it has reduced its debt by more than 90%, including settling the remaining $125 million of 2029 convertible notes primarily via debt-to-equity conversions in January 2026. It raised $693 million of proceeds in 2025 through at-the-market equity facilities and warrants. BigBear.ai closed the acquisition of Ask Sage in December 2025 and CargoSeer in January 2026 and expanded into the Middle East. For 2026, it projects revenue between $135 million and $165 million, about 17% growth at the midpoint over 2025.
BigBear.ai Holdings, Inc. has called for the redemption of all outstanding 6.00% Convertible Senior Secured Notes due 2029. On January 16, 2026, any notes that have been called for redemption and are not converted will be repurchased for cash at their principal amount plus accrued and unpaid interest up to, but excluding, the redemption date.
Holders may instead convert their notes into common stock at any time before 5:00 p.m. (New York City time) on the second scheduled trading day before the redemption date. The current conversion rate is 281.4491 shares of common stock per $1,000 principal amount of notes, and for notes converted from January 2, 2026 through January 15, 2026, the conversion rate increases to 305.5254 shares per $1,000 principal. The filing also includes customary forward-looking statement disclosures outlining risks and uncertainties that could affect actual outcomes.
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.
BigBear.ai Holdings (BBAI) entered into a definitive agreement to acquire Ask Sage via a merger, with Ask Sage to become a wholly owned subsidiary. The purchase price includes $140.0 million in cash plus, at BigBear.ai’s option, either shares of common stock or an additional $110.0 million in cash.
If BigBear.ai elects stock, the share count depends on the 20‑day VWAP: (a) if greater than $6.345 but less than $7.05 per share, shares equal to $110.0 million divided by the 20‑day VWAP; (b) if less than or equal to $6.345, 17,336,485 shares; (c) if greater than or equal to $7.05, 15,602,837 shares. At closing, $4.0 million in cash will be held in escrow for post‑closing adjustments. Closing is conditioned on Ask Sage stockholder approval, absence of injunctions, and expiration or termination of the HSR waiting period, with an outside date of March 10, 2026. If stock is issued, certain holders will be subject to a six‑month lock‑up and receive registration rights.
BigBear.ai Holdings, Inc. appointed Sean R. Ricker as Chief Financial Officer, effective October 14, 2025, after serving as interim CFO since June 6, 2025. He will continue to serve as the company’s principal accounting officer.
Under his October 9, 2025 offer letter, compensation includes an annualized base salary of $420,000, eligibility for a short‑term incentive with an annual bonus target of 100% of base compensation, and a retention award of 200,000 RSUs vesting 50% on the first anniversary of the grant date and 50% on the second. Beginning in 2025 and subject to Compensation Committee approval, he is eligible for a recurring annual equity grant estimated at 100% of base compensation, split among RSUs, PSUs, options, and other long‑term vehicles.
Ricker, 38, previously served as Chief Accounting Officer (August 2022–June 2025) and Corporate Controller (from April 2021), and was a Director at MorganFranklin Consulting from 2019–2021. The company states there are no arrangements or family relationships related to this appointment. The offer letter is filed as Exhibit 10.1.
BigBear.ai Holdings, Inc. reported that its Board of Directors elected Anthony (Tony) Evangelista to serve as a director, joining both the Audit Committee and the Compensation Committee effective August 12, 2025. Evangelista is a retired partner of PriceWaterhouseCoopers, where he worked in financial services roles for many years, and he previously served as Assistant Chief Accountant in the Division of Investment Management at the U.S. Securities and Exchange Commission.
He will be compensated under BigBear.ai's customary non-employee director compensation policy, including a prorated annual restricted stock unit award based on his election date, as described in the company’s 2025 proxy statement. Evangelista has signed the company’s standard director indemnification agreement. The company states there are no arrangements or understandings with other persons regarding his selection, no related-party transactions requiring disclosure, and no family relationships with existing directors or executive officers.
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.