Proxy Results, Amendments to Bylaws (Form 8-K)

On June 9, 2026, BigBear.ai Holdings, Inc. (the "Company") held its 2026 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, shareholders approved 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 (the "Amendment"). The Amendment became effective upon the Company's filing of a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on June 9, 2026 (the "Certificate of Amendment").

The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

On June 9, 2026, the Company held the Annual Meeting. At the close of business on April 13, 2026, there were 478,949,450 shares of common stock issued and outstanding. Holders of 271,729,925 shares of common stock were present at the Annual Meeting, either in person or by proxy, which constituted a quorum for purposes of conducting business at the Annual Meeting.

Set forth below are the final voting results for each proposal submitted to a vote of the shareholders at the Annual Meeting.

Proposal No. 1: Election of Directors

The Company's shareholders elected the following nominees for director to serve as Class II directors for a three-year term expiring in 2029 or until their successors shall have been elected and qualified.

Proposal No. 2: Advisory Vote on the Frequency of the Advisory Vote on the Compensation of the Company's Named Executive Officers

The Company's shareholders approved a 1-year voting frequency, on a non-binding advisory basis, as the frequency of future non-binding advisory votes on the compensation of our named executive officers, by the votes set forth below:

The Company's Board of Directors considered the results of the advisory vote on the frequency of future advisory votes on executive compensation and determined that it would hold future votes on executive compensation every one year until the next shareholder vote on the frequency of these votes.

Proposal No. 3: Advisory Vote on the Compensation of the Company's Named Executive Officers

The Company's shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers for the fiscal year ended December 31, 2025.

Proposal No. 4: Ratification of Appointment of Independent Registered Public Accounting Firm

The appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026 was ratified.

Proposal No. 5: Approval of Amendment to the Company's Certificate of Incorporation

The vote 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 was approved.