BigBear.ai Holdings Inc 2025年度报告

(Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2025ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ______ to ______ Commission file number 001-40031 BigBear.ai Holdings, Inc. (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Common stock, $0.0001 par value Securities registered pursuant to section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports);and (2) has been subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or and emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Table of Contents Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). The aggregate market value of voting stock held by non-affiliates of the Registrant on June 30, 2025, based on the closing price of$6.79 per share for shares of the Registrant’s common stock as reported by the New York Stock Exchange, was approximately $2.5billion. Shares of common stock beneficially owned by each executive officer, director, and holder of more than 10% of our commonstock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily aconclusive determination for other purposes. There were 476,056,577 shares of our common stock, $0.0001 par value per share, outstanding as of February27, 2026. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Proxy Statement for the Registrant's 2025 Annual Meeting of Stockholders will be filed with the Commission within120 days after the close of the Registrant's fiscal year and incorporated by reference in Part III of this Annual Report on Form 10-K. BIGBEAR.AI HOLDINGS, INC. TABLE OF CONTENTS Part I4Item 1 Business5Item 1A Risk Factors8Item 1B. Unresolved Staff Comments63Item 1C. Cybersecurity63Item 2. Properties64Item 3. Legal Proceedings/Legal Matters64Item 4. Mine Safety Disclosures64 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities65Item 6. [Reserved]66Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations67Item 7A. Quantitative and Qualitative Disclosures About Market Risk87Item 8. Financial Statements and Supplementary Data89Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures146Item 9A. Controls and Procedures146Item 9B. Other Information146Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections146 Item 10. Directors, Executive Officers and Corporate Governance147Item 11. Executive Compensation147Item 12. S