BigBear.ai Holdings, Inc.
For the period ended Dec 31, 2025. Filed Mar 2, 2026.
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FY2025 · Filed Mar 2, 2026
BBAI$2.32-5.3%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits, Financial Statement Schedules
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description of Exhibits · Form · Date Filed · File Number · Original Exhibit Number · Filed Herewith · Furnished Herewith | |||||
| 2.1 | Agreement and Plan of Merger, dated as of November 10, 2025, by and among BigBear.ai Holdings, Inc., Atlas 2025 Merger Sub Inc., Ask Sage, Inc. and Shareholder Representative Services LLC | 8-K | 11/10/2025 | 001-40031 | 2.1 |
| 3.1 | Second Amended and Restated Certificate of Incorporation of BigBear.ai Holdings, Inc., filed with the Secretary of State of the State of Delaware on December 7, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). | 8-K | 12/13/2021 | 001-40031 | 3.1 |
| 3.2 | Amended and Restated Bylaws of BigBear.ai Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). | 8-K | 12/13/2021 | 001-40031 | 3.2 |
| 3.3 | Amendment No. 1 to the Amended and Restated Bylaws of BigBear.ai Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on March 27,2025). | 8-K | 3/27/2025 | 001-40031 | 3.1 |
| 4.1 | Warrant Agreement, dated as of February 8, 2021, between Continental Stock Transfer & Trust Company and the GigCapital4, Inc. (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by GigCapital4, Inc. on February 12, 2021). | 8-K | 2/12/2021 | 001-40031 | 4.1 |
| 4.2 | Indenture, dated December 7, 2021, between Wilmington Trust, National Association and GigCapital4, Inc., relating to the 6.00% Convertible Notes due 2026 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). | 8-K | 12/13/2021 | 001-40031 | 10.2 |
| 4.3 | Form of 2026 Convertible Note (included in Exhibit 4.2). | 8-K | 12/13/2021 | 001-40031 | 10.2 |
| 4.4 | Description of the Registrant’s Securities Registered pursuant to Section 12 of the Securities Exchange Act of 1934 | 10-K | 3/31/2022 | 001-40031 | 4.4 |
| 4.5 | Third Supplemental Indenture, dated December 27, 2024 among BigBear.ai Holdings, Inc., BigBear.ai Intermediate Holdings, LLC, BigBear.ai, LLC, BigBear.ai Federal, LLC (f/k/a NuWave Solutions, L.L.C.), ProModel, LLC, Pangiam Purchaser, LLC, Pangiam Intermediate II Holdings, LLC, Pangiam Holdings, LLC, Pangiam Labs, LLC, Linkware, LLC, Pre, LLC, veriScan LLC, 214 Technologies, Inc. d/b/a Trueface and Wilmington Trust National Association, as trustee. | 8-K | 12/30/2024 | 001-40031 | 4.1 |
| 4.6 | Indenture, dated as of December 27, 2024, among BigBear.ai Holdings, Inc., BigBear.ai Intermediate Holdings, LLC, BigBear.ai, LLC, BigBear.ai Federal, LLC (f/k/a NuWave Solutions, L.L.C.), ProModel, LLC, Pangiam Purchaser, LLC, Pangiam Intermediate II Holdings, LLC, Pangiam Holdings, LLC, Pangiam Labs, LLC, Linkware, LLC, Pre, LLC, veriScan LLC, 214 Technologies, Inc. d/b/a Trueface and Wilmington Trust, National Association, as trustee and collateral agent. | 8-K | 12/30/2024 | 001-40031 | 4.2 |
| 4.7 | Form of certificate representing the 6.00% Convertible Senior Secured Notes due 2029 (included as Exhibit A to Exhibit 4.2) | 8-K | 12/30/2024 | 001-40031 | 4.3 |
| 4.8 | Form of New Warrant. | 8-K | 2/6/2025 | 001-40031 | 4.1 |
| 10.1 | Form of Amended and Restated Convertible Note Subscription Agreement and form of Revised Indenture (incorporated by reference to Exhibit 10.3 filed on the Company’s Current Report on Form 8-K filed by the Registrant on November 30, 2021). | 8-K | 11/30/2021 | 001-40031 | 10.3 |
| 10.2# | Form of Indemnification Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). | 8-K | 12/13/2021 | 001-40031 | 10.3 |
| 10.3# | BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). | 8-K | 12/13/2021 | 001-40031 | 10.4 |
| 10.4# | Form of BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Grant Notice (Employees). | 10-K | 3/31/2022 | 001-40031 | 10.4 |
| 10.5# | Form of BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan Stock Option Grant Notice. | 10-K | 3/31/2022 | 001-40031 | 10.5 |
| 10.6# | Form of BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Grant Notice (Non-Employee Director). | 10-K | 3/31/2022 | 001-40031 | 10.6 |
| 10.7# | BigBear.ai Holdings, Inc. 2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). | 8-K | 12/13/2021 | 001-40031 | 10.5 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number · Description of Exhibits · Form · Date Filed · File Number · Original Exhibit Number · Filed Herewith · Furnished Herewith | ||||||
| 10.8# | Form of Employee Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). | 8-K | 12/13/2021 | 001-40031 | 10.6 | |
| 10.9# | Form of Non-Employee Director Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). | 8-K | 12/13/2021 | 001-40031 | 10.7 | |
| 10.10# | Form of Nonqualified Stock Option Award Agreement (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). | 8-K | 12/13/2021 | 001-40031 | 10.8 | |
| 10.11# | Form of Performance Stock Unit Agreement (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). | 8-K | 12/13/2021 | 001-40031 | 10.9 | |
| 10.12 | Amended and Restated Investor Rights Agreement, dated December 6, 2021, by and among GigCapital4, Inc., BBAI Ultimate Holdings, LLC, AE BBAI Aggregator, LP, GigAcquisitions4, LLC, Oppenheimer & Co. Inc., Nomura Securities International, Inc., BMO Capital Markets Corp., William Blair & Company, L.L.C., and Other Holders (as defined in the Amended and Restated Investor Rights Agreement) (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K, filed by the Registrant on December 7, 2021). | 8-K | 12/7/2021 | 001-40031 | 10.7 | |
| 10.13 | Credit Agreement, dated as of December 7, 2021, by and among BigBear.ai Holdings, Inc., the other borrowers party thereto from time to time, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). | 8-K | 12/13/2021 | 001-40031 | 10.17 | |
| 10.14 | First Amendment to Credit Agreement with Bank of America, N.A., dated August 9, 2022 | 10-Q | 8/12/2022 | 001-40031 | 10.1 | |
| 10.15 | Second Amendment to Credit Agreement with Bank of America, N.A., dated November 8, 2022 | 10-Q | 11/10/2022 | 001-40031 | 10.2 | |
| 10.16 | Offer Letter, dated as of October 11, 2022, between BigBear.ai Holdings, Inc. and Amanda Long | 8-K | 10/11/2022 | 001-40031 | 10.1 | |
| 10.17 | BigBear.ai, LLC Executive Severance Plan | 8-K | 11/21/2022 | 001-40031 | 10.1 | |
| 10.18 | Form of Securities Purchase Agreement, dated as of January 16, 2023, by and among the Company and the Purchaser | 8-K | 1/19/2023 | 001-40031 | 10.1 | |
| 10.19 | Form of Registration Rights Agreement, dated as of January 16, 2023, by and among the Company and the Purchaser | 8-K | 1/19/2023 | 001-40031 | 10.2 | |
| 10.20 | Third Amendment to Credit Agreement with Bank of America, N.A., | 10Q-Q | 5/15/2023 | 001-40031 | 10.3 | |
| 10.21 | First Amendment to the Amended and Restated Investor Rights Agreement dated as of July 20. 2023 by and among BigBear.ai Holdings, Inc., AE BBAI Aggregator, LP, BBAI Ultimate Holdings, LLC, GigAcquisitions4, LLC, Oppenheimer & Co. Inc., Nomura Securities International Inc., William Blair & Company, L.L.C. and BMO Capital Markets Corp. | 10-Q | 8/10/2023 | 001-40031 | 10.2 | |
| 10.22 | Business Covenants Agreement, dated as of November 4, 2023, by and among AE Industrial Partners, LP, AE Industrial Operating Partners, LLC, and the Company | 8-K | 11/6/2023 | 001-40031 | 10.1 | |
| 10.23 | Joinder & Second Amendment to Amended & Restated Investor Rights Agreement, by and among BBAI, AE BBAI Aggregator, LP, BBAI Ultimate Holdings, LLC, Seller and the other parties thereto, dated as of December 6, 2021, as amended on July 20, 2023, effective as of February 29, 2024. | 8-K | 3/1/2024 | 001-40031 | 10.1 | |
| 10.24 | Form of Exchange Agreement, dated December 19, 2024 | 8-K | 12/19/2024 | 001-40031 | 10.1 | |
| 10.25 | Offer Letter, dated as of January 15, 2025, between BigBear.ai Holdings, Inc. and Kevin McAleenan | 8-K | 1/16/2025 | 001-40031 | 10.1 | |
| 10.26 | Warrant Exercise Agreement, dated as of February 5, 2025, by and between BigBear.ai and the Investor. | 8-K | 2/6/2025 | 001-40031 | 10.1 | |
| 10.27 | Offer Letter dated as of October 9, 2025 between BigBear.ai Holdings, Inc. and Sean R. Ricker. | 8-K | 10/14/2025 | 001-40031 | 10.1 | |
| 19 | Insider Trading Policy | 10-K | 3/25/2025 | 001-40031 | 19 | |
| 21.1 | Significant Subsidiaries of the Registrant | X | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm | X | ||||
| 24.1 | Power of Attorney (included in signature page) | X | ||||
| 31.1 | Certification of Chief Executive Officer (Principal Executive Officer) pursuant to Rules 13a-14(a) and 15d-14(a), under the Securities Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number · Description of Exhibits · Form · Date Filed · File Number · Original Exhibit Number · Filed Herewith · Furnished Herewith | ||||||
| 31.2 · Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to Rules 13a-14(a) and 15d-14(a), under the Securities Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. · X | ||||||
| 32.1 · Certification of Chief Executive Officer (Principal Executive Officer) pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X | ||||||
| 32.2 · Certification of Chief Financial Officer (Principal Financial and Accounting Officer) pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X | ||||||
| 97 | Clawback Policy BigBear.ai Holdings Inc. | 10-K | 3/25/2025 | 001-40031 | 97 | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | X | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | X | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | X | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | X | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | X | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | X | ||||
† Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of such omitted materials to the SEC upon request.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.