BigBear.ai Holdings, Inc.
For the period ended Dec 31, 2024. Filed Mar 25, 2025.
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FY2024 · Filed Mar 25, 2025
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 | |||||
| 1.1 | Underwriting Agreement, dated as of June 8, 2023, by and between BigBear.ai Holdings, Inc. and Cowen and Company, LLC, as representative of the several underwriters named therein. | 8-K | 6/12/2023 | 001-40031 | 1.1 |
| 2.1† | Agreement and Plan of Merger, dated as of June 4, 2021, as amended by the Amendment to Merger Agreement, dated August 6, 2021, by and among GigCapital4, Inc., GigCapital4 Merger Sub Corporation, BigBear.ai Holdings, LLC and BBAI Ultimate Holdings, LLC (included as Annex A to the definitive Proxy Statement filed by GigCapital4, Inc. on November 5, 2021). | Schedule 14A | 11/5/2021 | 001-40031 | Annex A |
| 2.2† | Amendment No. 2 to Merger Agreement, dated as of November 29, 2021 (incorporated by reference to Exhibit 10.1 filed on the Company’s Current Report on Form 8-K, filed by GigCapital4, Inc. on November 30, 2021 and on Exhibit 2.2 to BigBear.ai Holdings, Inc.’s Form 8-K filed on December 13, 2021, respectively). | 8-K | 11/30/2021 | 001-40031 | 10.1 |
| 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 |
| 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 | Form of Common Stock Purchase Warrant | 8-K | 2/28/2024 | 001-40031 | 4.1 |
| 4.6 | Form of Common Stock Purchase Warrant | 8-K | 3/5/2024 | 001-40031 | 4.1 |
| 4.7 | 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 |
| 4.8 | 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 |
| 4.9 | 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 |
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Description of Exhibits · Form · Date Filed · File Number · Original Exhibit Number · Filed Herewith · Furnished Herewith | |||||
| 4.10 | 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 |
| 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 | Backstop Subscription Agreement, dated as of November 29, 2021, by and between GigCapital4, Inc. and AE BBAI Aggregator, LP (incorporated by reference to Exhibit 10.2 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 | 10.2 |
| 10.13 | First Amendment to Backstop Subscription Agreement, dated as of December 6, 2021, by and between GigCapital4, Inc. and AE BBAI Aggregator, LP (incorporated by reference to Exhibit 10.1 filed on the Company’s Current Report on Form 8-K, filed by the Registrant on December 7, 2021). | 8-K | 12/7/2021 | 001-40031 | 10.1 |
| 10.14 | Payment Agreement, dated December 6, 2021, by and between GigCapital4, Inc. and Oppenheimer & Co. Inc. (incorporated by reference to Exhibit 10.3 filed on the Company’s Current Report on Form 8-K, filed by the Registrant on December 7, 2021). | 8-K | 12/7/2021 | 001-40031 | 10.3 |
| 10.15 | Payment Agreement, dated December 6, 2021, by and between GigCapital4, Inc. and Nomura Securities International, Inc. (incorporated by reference to Exhibit 10.4 filed on the Company’s Current Report on Form 8-K, filed by the Registrant on December 7, 2021). | 8-K | 12/7/2021 | 001-40031 | 10.4 |
| 10.16 | Payment Agreement, dated December 6, 2021, by and between GigCapital4, Inc. and BMO Capital Markets Corp. (incorporated by reference to Exhibit 10.5 filed on the Company’s Current Report on Form 8-K, filed by the Registrant on December 7, 2021). | 8-K | 12/7/2021 | 001-40031 | 10.5 |
| 10.17 | Payment Agreement, dated December 6, 2021, by and among GigCapital4, Inc., BBAI Ultimate Holdings, LLC and William Blair & Company, L.L.C. (incorporated by reference to Exhibit 10.6 filed on the Company’s Current Report on Form 8-K, filed by the Registrant on December 7, 2021). | 8-K | 12/7/2021 | 001-40031 | 10.6 |
| 10.18 | 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 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number · Description of Exhibits · Form · Date Filed · File Number · Original Exhibit Number · Filed Herewith · Furnished Herewith | ||||||
| 10.19 | 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 | |
| 10.20# | Employment Agreement, dated as of October 23, 2020, between PCI Strategic Management, LLC, and Joshua Kinley (incorporated by reference to Exhibit 10.18 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 | 10.18 | |
| 10.21# | Offer Letter, dated as of May 22, 2020, on behalf of AE Industrial Partners Fund II, L.P., to Mr. Reginald Brothers (incorporated by reference to Exhibit 10.19 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 | 10.19 | |
| 10.22 | Forward Share Purchase Agreement, dated October 21, 2021, by and among GigCapital4, Inc. and Tenor Opportunity Master Fund, Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on October 22, 2021). | 8-K | 10/22/2021 | 001-40031 | 10.1 | |
| 10.23 | Termination of the Forward Share Purchase Agreement, dated February 22, 2022, by and among BigBear.ai Holdings, Inc., Glazer Capital, LLC and Meteora Capital, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on February 23, 2022). | 8-K | 2/23/2022 | 001-40031 | 10.1 | |
| 10.24 | First Amendment to Credit Agreement with Bank of America, N.A., dated August 9, 2022 | 10-Q | 8/12/2022 | 001-40031 | 10.1 | |
| 10.25 | Second Amendment to Credit Agreement with Bank of America, N.A., dated November 8, 2022 | 10-Q | 11/10/2022 | 001-40031 | 10.2 | |
| 10.26 | Separation Agreement and General Release, dated as of September 15, 2022, by and between BigBear.ai, LLC and Brian Frutchey | 8-K | 9/20/2022 | 001-40031 | 10.1 | |
| 10.27 | 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 | |
| 10.28 | Separation Agreement and General Release, dated as of October 9, 2022, by and between BigBear.ai, LLC and Dr. Louis R. Brothers | 8-K | 10/11/2022 | 001-40031 | 10.3 | |
| 10.29 | Consulting Agreement, dated as of October 9, 2022, between BigBear.ai LLC and Dr. Louis R. Brothers | 8-K | 10/11/2022 | 001-40031 | 10.4 | |
| 10.30 | BigBear.ai, LLC Executive Severance Plan | 8-K | 11/21/2022 | 001-40031 | 10.1 | |
| 10.31 | Separation and Release Agreement, dated as of December 30, 2022, by and between BigBear.ai Holdings, Inc. and Joshua Kinley | 8-K | 1/4/2023 | 001-40031 | 10.1 | |
| 10.32 | 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 | |
| 10.33 | 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 | |
| 10.34 | Offer Letter, dated May 4, 2023, between BigBear.ai Holdings, Inc. and Norm Laudermilch | 8-K | 5/9/2023 | 001-40031 | 10.1 | |
| 10.35 | Third Amendment to Credit Agreement with Bank of America, N.A., | 10Q-Q | 5/15/2023 | 001-40031 | 10.3 | |
| 10.36 | 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 | |
| 10.37 | 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 | |
| 10.38 | Warrant Exercise Agreement, dated as of February 27, 2024, by and between BigBear.ai and the Investor. | 8-K | 2/28/2024 | 001-40031 | 10.1 | |
| 10.39 | 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 | |
| 10.40 | Warrant Exercise Agreement, dated as of March 4, 2024, by and between BigBear.ai and the Investor. | 8-K | 3/5/2024 | 001-40031 | 4.1 | |
| 10.41 | Form of Exchange Agreement, dated December 19, 2024 | 8-K | 12/19/2024 | 001-40031 | 10.1 | |
| 10.42 | 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 | |
| 10.43 | 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 | |
| 19 | Insider Trading Policy | X | ||||
| Incorporated by Reference | |||||||
|---|---|---|---|---|---|---|---|
| Exhibit Number | Description of Exhibits | Form | Date Filed | File Number | Original Exhibit Number | Filed Herewith | Furnished Herewith |
| 21.1 | Significant Subsidiaries of the Registrant | 10-K | 3/31/2023 | 001-40031 | 21.1 | ||
| 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 | |||||
| 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. | X | |||||
| 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.