UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On July 31, 2026, BigBear.ai Holdings, Inc. (the “Company”) entered into an Open Market Sale AgreementTM (the “Sales Agreement”) with Jefferies LLC, as sales agent (the “sales agent”), pursuant to which the Company may, from time to time, sell up to an aggregate of 100,000,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), through the sales agent.
The offer and sales under the Sales Agreement will be made pursuant to the Company’s registration statement on Form S-3 (File No. 333-289678) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on August 18, 2025, the base prospectus included in the Registration Statement (the “Base Prospectus”), dated August 18, 2025, and a prospectus supplement (together with the Base Prospectus, the “Prospectus”), dated July 31, 2026.
Sales of the Shares, if any, will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). The compensation paid by the Company to the sales agent will be an amount equal to up to 3.0% of the gross proceeds from any Shares sold under the Sales Agreement. The Company has also agreed to provide indemnification and contribution to the sales agent with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended.
The Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the terms of the Sales Agreement is qualified in its entirety by reference to such exhibit.
In connection with the Prospectus, the legal opinion of Latham & Watkins LLP relating to the Shares to be sold pursuant to the Sales Agreement, is filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit Number | Exhibit Description | |
| 1.1 | Open Market Sale AgreementTM, dated July 31, 2026, by and among the Company and Jefferies LLC. | |
| 5.1 | Opinion of Latham & Watkins LLP. | |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | |
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: July 31, 2026
| By: | /s/ Sean Ricker | |
| Name: | Sean Ricker | |
| Title: | Chief Financial Officer | |