BigBear.ai Holdings, Inc. filings document the company's AI decision-intelligence business, operating results, capital structure, and governance as a public company with common stock and redeemable warrants listed on the New York Stock Exchange. Form 8-K reports cover quarterly and annual results, backlog and contract activity, debt and equity-related capital-structure items, material events, bylaw amendments, and stockholder vote outcomes.
Proxy statements describe board matters, executive compensation, equity awards, shareholder meeting proposals, voting standards, universal proxy procedures, and authorized-share proposals. Other disclosure categories address risk factors, material agreements, warrants, convertible-note settlement activity, liquidity, completed acquisitions, and the company's AI, cybersecurity, digital identity, autonomous systems, supply chain, and Ask Sage platform operations.
BigBear.ai Holdings, Inc. reported an insider stock transaction by its Chief Financial Officer on Form 4. On December 4, 2025, the CFO sold 5,000 shares of BigBear.ai common stock at a price of $7.0591 per share, identified with transaction code "S" for a sale. After this transaction, the CFO beneficially owned 488,716 shares of common stock. This total includes 3,996 shares that were acquired earlier under the BigBear.ai Employee Stock Purchase Plan on December 1, 2025. The filing is made by a single reporting person in the capacity of Chief Financial Officer.
BigBear.ai Holdings, Inc. insider plans sale of restricted shares under Rule 144. A holder of BigBear.ai common stock filed a notice to sell 5,000 shares through Morgan Stanley Smith Barney LLC on the NYSE, with an aggregate market value of $35,295.50 at the time of the notice. These shares were acquired as restricted stock from the issuer on 09/30/2025 and are now eligible for resale under Rule 144. BigBear.ai had 436,551,228 common shares outstanding as of the data provided, which serves as a baseline for the company’s equity size relative to this planned sale.
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, Inc. director reports stock sale
A director of BigBear.ai Holdings, Inc. reported selling 22,000 shares of the company’s common stock on 11/18/2025 in an open-market transaction coded as “S” for sale. The reported sale price was $6.085 per share. After this transaction, the reporting person directly beneficially owns 236,150 shares of BigBear.ai common stock.
BigBear.ai (BBAI) filed a notice of proposed sale of restricted stock under Rule 144. A holder plans to sell 22,000 shares of common stock through Morgan Stanley Smith Barney on the NYSE, with an indicated aggregate market value of $133,870. The shares are part of BigBear.ai’s equity compensation, having vested as restricted stock under a registered plan on September 30, 2023 in exchange for services rendered. As of the notice, BigBear.ai reports 436,551,228 shares of common stock outstanding, providing context for the size of this planned sale.
BigBear.ai Holdings, Inc. reported Q3 results reflecting lower revenue but materially stronger liquidity. Revenue for the quarter was $33.1 million, down from $41.5 million a year ago, with gross margin of $7.4 million. Operating loss was $21.9 million, but a decrease in the fair value of derivatives helped produce net income of $2.5 million for the quarter.
Year to date, revenue was $100.4 million versus $114.4 million last year, and the company recorded a net loss of $288.1 million, including a previously disclosed $70.6 million goodwill impairment in Q2. Liquidity improved significantly: cash and cash equivalents were $456.6 million at September 30, 2025, and the company added $268.9 million of held‑to‑maturity investments. Financing activities included $637.1 million in proceeds from at‑the‑market stock offerings year to date, moving stockholders’ equity to $610.0 million from a deficit at year‑end.
The company ceased to qualify as an emerging growth company as of June 30, 2025 and now requires auditor attestation under Section 404(b). Shares outstanding were 436,551,228 as of November 7, 2025.
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. called a virtual Special Meeting on December 1, 2025 to seek stockholder approval to amend its Certificate of Incorporation to increase authorized common shares from 500,000,000 to 1,000,000,000 and to permit adjournment if more time is needed to obtain votes. The Board recommends voting FOR both proposals.
The company states the additional authorization would provide flexibility for financing, equity compensation, conversions of convertible securities, stock dividends or splits, strategic relationships, and acquisitions. As of September 30, 2025, 435,777,718 shares were issued and outstanding. As of the October 14, 2025 record date, 436,518,932 shares were outstanding and entitled to vote. The filing notes future issuances could dilute earnings per share, book value per share, and current voting power. A quorum requires one‑third of voting power, and brokers may exercise discretion on these “routine” proposals. Proposal 2 would allow adjournment to solicit additional proxies if Proposal 1 lacks sufficient support.
BigBear.ai (BBAI) reported a routine insider equity grant. The Chief Financial Officer received 200,000 restricted stock units (RSUs) on October 14, 2025, recorded at $0 per unit. Each RSU converts into one share, contingent on continued service through vesting.
The award vests in two equal tranches: 100,000 RSUs on October 14, 2026 and 100,000 RSUs on October 14, 2027. Following the reported transaction, the filing lists 489,720 shares of common stock beneficially owned, held directly. This is a standard compensation-related filing that outlines timing and conditions for future share delivery tied to service.
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.