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): April 21, 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 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company reconvened a special meeting of stockholders on April 21, 2026 (the “Special Meeting”), which was adjourned from the Special Meeting originally convened on December 1, 2025. Present at the Special Meeting in person or by proxy were holders of 289,155,698 shares of common stock of the Company, representing 60.61% of the voting power of the shares of common stock of the Company outstanding as of the close of business on March 30, 2026, 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 on a proposal 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 231,088,641 shares of common stock for, 53,049,096 shares of common stock against and 5,017,961 shares of common stock abstaining. There were no broker non-votes in connection with this proposal.
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: April 22, 2026
| BIGBEAR.AI HOLDINGS, INC. |
| By: | /s/ Carolyn Blankenship | |
| Name: | Carolyn Blankenship | |
| Title: | General Counsel and Secretary | |