8-KFiling Date: Aug 17, 2026

BigBear.ai (BBAI)

Executive Change, Financial Statements

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ACC: 0001437749-26-028183

Event Type

Executive ChangeFinancial Statements
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Event Description

Item 5.02. Executive Change
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On August 13, 2026, the Board of Directors of BigBear.ai Holdings, Inc. elected Ret. Lt. Gen. Sean Gainey to serve as a director and appointed him to the Board's Nominating and Corporate Governance Committee. From January 2024 through April 2026, Mr. Gainey served as Commander, Three Star General in the U.S. Army Space and Missile Defense Command and Joint Task Force Gold; prior to that, he served four years as Director of the Joint Counter Unmanned Aerial System Office in the Department of Defense, and from 2015 to 2020 he held various U.S. Army positions, including Deputy Commander, Commander and Director, Joint Staff. Mr. Gainey will receive compensation under the Corporation's customary non-employee director compensation policy, as described in its definitive proxy statement for the 2026 Annual Meeting of Stockholders filed with the SEC on April 28, 2026, including an annual restricted stock unit award prorated to his date of election, and he has executed the Corporation's standard indemnification agreement for directors (filed as Exhibit 10.1). The filing states there is no arrangement or understanding pursuant to which Mr. Gainey was selected, no transactions requiring disclosure under Item 404(a) of Regulation S-K, and no family relationships between Mr. Gainey and any director or executive officer of the Corporation.

Original SEC Filing Text expand_more
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On August 13, 2026, the Board of Directors (the Board ) of BigBear.ai Holdings, Inc., a Delaware corporation (the Corporation ) elected Ret. Lt. Gen. Sean Gainey to serve on the Board and its Nominating and Corporate Governance Committee. From January 2024 through April 2026, Mr. Gainey was a Commander, Three Star General in the United States Army Space and Missile Defense Command and Joint Task Force Gold, where he led two teams responsible for Army and joint force Space and Missile Defense. Prior to that, Mr. Gainey served for four years as Director, Joint Counter Unmanned Aerial System Office in the Department of Defense, where he established a new joint organization to defeat the Unmanned Aerial System (Drone) threat. From 2015 to 2020, Mr. Gainey held various positions within the United States Army, including Deputy Commander, Commander and Director, Joint Staff. Mr. Gainey will receive compensation pursuant to the Corporation s customary director compensation policy, as described in the Corporation s definitive proxy statement for the 2026 Annual Meeting of Stockholders, filed with the SEC on April 28, 2026, under the heading Non-Employee Director Compensation, including the annual restricted stock unit award described therein prorated to Mr. Gainey s date of election. Mr. Gainey has executed the Corporation s standard indemnification agreement for directors, the updated form of which is filed herewith as Exhibit 10.1. There is no arrangement or understanding between Mr. Gainey and any other person pursuant to which Mr. Gainey was selected as a director. Mr. Gainey is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K pursuant to the Securities Act of 1933, as amended. There are no family relationships between Mr. Gainey and any director or executive officer of the Corporation.
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Event Description

Item 9.01. Financial Statements
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Item 9.01(d) lists two exhibits: Exhibit 10.1, a Form of Indemnification Agreement, and Exhibit 104, the Cover Page Interactive Data File embedded within the Inline XBRL document. The report is signed on behalf of the registrant by Sean Ricker, Chief Financial Officer, dated August 17, 2026, pursuant to the requirements of the Securities Exchange Act of 1934.

Original SEC Filing Text expand_more
Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Exhibit Description 10.1 Form of Indemnification Agreement. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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: August 17, 2026 By: /s/ Sean Ricker Name: Sean Ricker Title: Chief Financial Officer

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