---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-049253"
form_type: "8-K"
ticker: "BBAI"
cik: "0001836981"
company_name: "BigBear.ai Holdings, Inc."
filed_at: "2024-02-28T23:59:59+00:00"
generated_at: "2026-06-05T09:26:00.180001+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# BigBear.ai receives $20.6M via warrant exercise; issues new 5.8M-share warrant at $3.78

## Summary
- Investor Armistice Capital exercised 8,886,255 warrants at $2.32/share, gross proceeds ~$20.6M.
- Company issued new unregistered warrant for 5.8M shares at $3.78, exercisable from Aug 28, 2024 for 5 years.
- New warrant includes 9.99% beneficial ownership limitation, with registration rights within 30 days.
- Company agreed to 30-day moratorium on equity issuances and registration filings.
- Existing warrant shares issued free of legends; new warrant shares are initially restricted.

## SEC filing metadata
- accession: 0001193125-24-049253
- form_type: 8-K
- ticker: BBAI
- cik: 0001836981
- company_name: BigBear.ai Holdings, Inc.
- filed_at: 2024-02-28T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1836981/000119312524049253/0001193125-24-049253-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1836981/000119312524049253/d801201d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-049253
- JSON: https://secwatch.observer/filing/0001193125-24-049253.json
- Plain text: https://secwatch.observer/filing/0001193125-24-049253.txt

## Key facts
- Material Agreements
  BigBear.ai Holdings, Inc. entered into Warrant Exercise Agreement with an existing accredited investor valued at approximately $20.6 million (effective 2024-02-27).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: an existing accredited investor
  - Value: approximately $20.6 million
  - Effective: 2024-02-27
  source text: On February 27, 2024, BigBear.ai Holdings, Inc. (the “Company”) entered into a warrant exercise agreement (the “Warrant Exercise Agreement”) with an existing accredited investor (the “Investor”) to exercise in full an outstanding Common Stock Purchase Warrant (the “Exercise”) to purchase up to an aggregate of 8,886,255 shares of the Company’s common stock (the “Existing Warrant”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1836981/000119312524049253/0001193125-24-049253-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.