BBAI.WS / BigBear.ai Holdings, Inc. - Equity Warrant - Документы SEC, Годовой отчет, Доверенное заявление

BigBear.ai Holdings, Inc. - Варрант на акции
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Основная статистика
LEI 549300XGCF2ELN28CS63
CIK 1836981
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to BigBear.ai Holdings, Inc. - Equity Warrant
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
August 18, 2025 S-3ASR

As filed with the Securities and Exchange Commission on August 18, 2025

S-3ASR Table of Contents As filed with the Securities and Exchange Commission on August 18, 2025 Registration No.

August 18, 2025 EX-1.1

BigBear.ai Holdings, Inc. Shares of Common Stock (par value $0.0001 per share) Open Market Sale AgreementSM Sales Agreement

EX-1.1 Exhibit 1.1 Execution Version BigBear.ai Holdings, Inc. Shares of Common Stock (par value $0.0001 per share) Open Market Sale AgreementSM Sales Agreement August 18, 2025 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: BigBear.ai Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Jefferies LLC (the “Agent”),

August 18, 2025 EX-FILING FEES

Security Type

Calculation of Filing Fee Tables S-3 BigBear.ai Holdings, Inc. Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward I

August 15, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 12, 2025 BigBear.ai Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 12, 2025 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer

August 11, 2025 EX-99.1

BigBear.ai Announces Second Quarter 2025 Results; Updates Financial Outlook

Exhibit 99.1 BigBear.ai Announces Second Quarter 2025 Results; Updates Financial Outlook •Sequential improvement to the balance sheet and record cash balance of $390.8 million, as of June 30, 2025, positioning the Company to accelerate growth. •Company now projects full-year 2025 revenue between $125 million and $140 million. McLean, VA– August 11, 2025 – BigBear.ai Holdings, Inc. (NYSE: BBAI) (“B

August 11, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 11, 2025 BigBear.ai Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 11, 2025 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Inc

August 11, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

July 17, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 14, 2025 BigBear.ai Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 14, 2025 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer I

June 6, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 6, 2025 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer In

June 6, 2025 EX-99.1

BigBear.ai Announces CFO Transition McLean, Va. - BigBear.ai (NYSE: BBAI) announced today, June 6, 2025, that Sean Ricker has been appointed interim Chief Financial Officer, effective immediately, succeeding Julie Peffer as Chief Financial Officer. “

BigBear.ai Announces CFO Transition McLean, Va. - BigBear.ai (NYSE: BBAI) announced today, June 6, 2025, that Sean Ricker has been appointed interim Chief Financial Officer, effective immediately, succeeding Julie Peffer as Chief Financial Officer. “I am pleased to announce the interim appointment of Sean Ricker as our Chief Financial Officer. Sean has a wealth of experience at BigBear.ai, where h

June 6, 2025 EX-10.1

between BigBear.ai Holdings, Inc. and

June 6, 2025 Sean Ricker via email Dear Sean, On behalf of BigBear.ai, I am pleased to extend an offer of employment to you for the position of Chief Financial Officer. This appointment will be for an interim basis while our search process is underway. The details of the offer are as follows: Job Title: Chief Financial Officer (Interim, a Section 16 Officer) Direct Supervisor: the BigBear.ai Holdi

June 2, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 2, 2025 BigBear.ai Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 2, 2025 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of Incorporation or Organization) (

June 2, 2025 424B5

Up to $150,000,000 BigBear.ai Holdings, Inc. Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-271230 PROSPECTUS SUPPLEMENT (to Prospectus Dated April 21, 2023) Up to $150,000,000 BigBear.ai Holdings, Inc. Common Stock We have entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) relating to the sale of shares of our common stock, par value $0.0

June 2, 2025 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 2, 2025 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer In

May 15, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2025 BigBear.ai Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 15, 2025 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or other jurisdiction of incorporation) (Commission File

May 2, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

May 1, 2025 EX-99.1

BigBear.ai Announces First Quarter 2025 Results; Affirms 2025 Outlook

Exhibit 99.1 BigBear.ai Announces First Quarter 2025 Results; Affirms 2025 Outlook •1Q 25 revenue of $34.8 million (1Q 24 $33.1 million) +5% year-over-year. •During the first quarter of 2025, reduced long-term debt by $58 million as a result of voluntary conversions of the 2029 Notes. •Raised gross proceeds of $64.7 million from the exercise of 2024 warrants and issued 3.77 million new warrants at

May 1, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 1, 2025 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Incorpo

April 29, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

April 14, 2025 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 11, 2025 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer

April 8, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

April 1, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

March 27, 2025 S-3ASR

As filed with the Securities and Exchange Commission on March 27, 2025

S-3ASR 1 d943123ds3asr.htm S-3ASR Table of Contents As filed with the Securities and Exchange Commission on March 27, 2025 No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIGBEAR.AI HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 85-4164597 (State or other jurisdictio

March 27, 2025 EX-3.1

Amendment No. 1 to the Amended and Restated Bylaws of BigBear.ai Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on March 27,2025).

Exhibit 3.1 AMENDMENT NO. 1 TO THE AMENDED AND RESTATED BYLAWS OF BIGBEAR.AI HOLDINGS, INC. (a Delaware corporation) This Amendment No. 1 to the Amended and Restated Bylaws (as currently in effect prior to Amendment No. 1, the “Bylaws”) of BigBear.ai Holdings, Inc., a Delaware corporation (the “Corporation”), is effective as of March 27, 2025. Section 2.05 of the Bylaws entitled “Quorum” is hereby

March 27, 2025 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 27, 2025 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Inco

March 27, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Registration Statement on Form S-3 (Form Type) BIGBEAR.

March 26, 2025 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission

March 25, 2025 EX-19.1

Insider Trading

Exhibit 19 As of 9/11/24 BIGBEAR.AI HOLDINGS, INC. INSIDER TRADING POLICY PURPOSE This Insider Trading Policy (the “Policy”) provides guidelines with respect to transactions in the securities of BigBear.ai Holdings, Inc. (the “Company”) and the handling of confidential information about the Company and the companies with which the Company does business. The Company’s Board of Directors (the “Board

March 25, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-400

March 25, 2025 EX-97.1

Clawback Policy

EXHIBIT 97 Effective November 27, 2023 CLAWBACK POLICY BIGBEAR.AI HOLDINGS, INC. PURPOSE BigBear.ai Holdings, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s Board of Directors (

March 18, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 17, 2025 BigBear.ai Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 17, 2025 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or other jurisdiction of incorporation) (Commission Fil

March 18, 2025 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ 

NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Tran

March 13, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

March 6, 2025 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 6, 2025 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Incor

March 6, 2025 EX-99.1

BigBear.ai Announces Fourth Quarter, And Full Year 2024 Results, And Provides 2025 Outlook

Exhibit 99.1 BigBear.ai Announces Fourth Quarter, And Full Year 2024 Results, And Provides 2025 Outlook •4Q 24 revenue of $43.8 million (4Q 23 $40.6 million) +8% year-over-year •Exchanged $182.3 million in 6.00% convertible senior notes due in 2026 for 6.00% convertible senior secured notes due in 2029; $58 million has already converted into equity since the end of 4Q 24 resulting in $142.3 millio

March 6, 2025 EX-99.2

Investor Letter 4Q 2024 March 6, 2025 Exhibit 99.2 Investors, Customers, and Employees – March 6, 2025 2024 was a pivotal year for our business. We demonstrated momentum through winning major contracts, expanding our backlog and growing our pipeline,

Investor Letter 4Q 2024 March 6, 2025 Exhibit 99.2 Investors, Customers, and Employees – March 6, 2025 2024 was a pivotal year for our business. We demonstrated momentum through winning major contracts, expanding our backlog and growing our pipeline, maturing our technology portfolio, and restructuring our debt to strengthen our financial position for the long term. These efforts were driven by st

March 3, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

February 6, 2025 EX-10.1

Warrant Exercise Agreement, dated as of February 5, 2025, by and between BigBear.ai and the Investor.

EX-10.1 Exhibit 10.1 BIGBEAR.AI HOLDINGS, INC. February 5, 2025 Holder of February 2024 Common Stock Purchase Warrant Re: Inducement Offer to Exercise February 2024 Common Stock Purchase Warrant Dear Holder: BigBear.ai Holdings, Inc., a Delaware corporation (the “Company”), is pleased to offer to you an opportunity to exercise in full the Common Stock Purchase Warrant issued on February 28, 2024,

February 6, 2025 EX-4.1

Form of New Warrant.

EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE

February 6, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 5, 2025 BigBear.ai Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 5, 2025 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of Incorporation or Organizatio

January 27, 2025 424B3

BIGBEAR.AI HOLDINGS, INC. Up to 161,676,020 Shares of Common Stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-284303 PROSPECTUS BIGBEAR.AI HOLDINGS, INC. Up to 161,676,020 Shares of Common Stock This prospectus relates solely to the resale from time to time of up to an aggregate of 161,676,020 shares of our common stock, par value $0.0001 per share (“Common Stock”), by the selling stockholders identified in this prospectus and t

January 23, 2025 CORRESP

BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046

BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 January 23, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Kathleen Krebs Re: BigBear.ai Holdings, Inc. Registration Statement on Form S-3 (Registration No. 333-284303) Request for Acceleration of Effective Date To t

January 16, 2025 EX-99.1

January 15, 2025

Exhibit 99.1 January 15, 2025 Kevin McAleenan Appointed CEO of BigBear.ai TYSONS CORNER, Va.-(BUSINESS WIRE)- BigBear.ai (NYSE: BBAI) today announced that the Board of Directors has appointed Kevin McAleenan as Chief Executive Officer and member of the Board of Directors, effective January 15, 2025, succeeding Mandy Long. Mandy Long will step down as Chief Executive Officer and from the Board of D

January 16, 2025 EX-10.1

Offer Letter, dated as of January 15, 2025, between BigBear.ai Holdings, Inc. and Kevin McAleenan

Exhibit 10.1 January 15, 2025 Kevin McAleenan via email Dear Kevin, On behalf of BigBear.ai, I am pleased to extend an offer of employment to you for the position of Chief Executive Officer. The details of the offer are as follows: Job Title: Chief Executive Officer (a Section 16 Officer) Direct Supervisor: the BigBear.ai Holdings, Inc. Board of Directors Work Location: Tysons Corner, Virginia, tr

January 16, 2025 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 15, 2025 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer In

January 15, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) BigBear.ai Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registrati

January 15, 2025 EX-99.1

Unaudited Pro Forma Condensed Combined Statement of Operations For the year ended December 31, 2023 (USD in thousands, except share and per share data) BigBear.ai Holdings, Inc. (Historical) Pangiam Ultimate Holding, LLC (After Reclassifications) (No

EX-99.1 Exhibit 99.1 Unaudited Pro Forma Condensed Combined Financial Information Introduction Effective as of February 29, 2024 (“Closing Date”), BigBear.ai Holdings, Inc. (“BigBear.ai” or the “Company”) entered into an agreement and plan of mergers (the “Merger Agreement”) with Pangiam Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”), Pa

January 15, 2025 S-3

As filed with the Securities and Exchange Commission on January 15, 2025

S-3 Table of Contents As filed with the Securities and Exchange Commission on January 15, 2025 No.

January 15, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 BigBear.ai Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 15, 2025 BigBear.

December 30, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2024 BigBear.ai Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 2024 BigBear.

December 30, 2024 EX-4.2

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

Exhibit 4.2 Execution Version BIGBEAR.AI HOLDINGS, INC., THE GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Dated as of December 27, 2024 6.00% Convertible Senior Secured Notes due 2029 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 References to Interest 46 Section 1.03 Pro Forma Basis 46 Sectio

December 30, 2024 EX-4.1

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.

Exhibit 4.1 Execution Version THIRD SUPPLEMENTAL INDENTURE BIGBEAR.AI HOLDINGS, INC., THE GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Dated as of December 27, 2024 6.00% Convertible Senior Notes due 2026 THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of December 27, 2024, among BIGBEAR.AI HOLDINGS, INC., a Delaware corporation

December 20, 2024 EX-99.2

Transactions in the Shares Since the Filing of Amendment No. 16

Exhibit 2 Transactions in the Shares Since the Filing of Amendment No. 16 Shares of Common Stock Purchased/Sold Price per Share ($)1 Date of Purchase/Sale 2,860,8432 3.593 12/18/2024 153,2504 3.635 12/19/2024 1 The prices reported in this column for sales of shares are weighted average prices. The Reporting Person undertakes to provide the Issuer and any security holder of the Issuer, or the staff

December 19, 2024 EX-99.2

Columbia, MD – December

EX-99.2 Exhibit 99.2 Press Release: BigBear.ai Awarded GSA OASIS+ IDIQ Contract for Federal Civilian and Defense Agencies Columbia, MD – December 19, 2024 – BigBear.ai (NYSE: BBAI), a leading provider of AI-powered decision intelligence solutions for defense and national security, has been awarded a position on the U.S. General Services Administration’s (GSA) OASIS+ (One Acquisition Solution for I

December 19, 2024 EX-10.1

dated December 19, 2024

EX-10.1 Exhibit 10.1 Execution Version BigBear.ai Holdings, Inc. Exchange Agreement December 19, 2024 Table of Contents Page Section 1. Definitions 1 Section 2. Rules of Construction 5 Section 3. The Exchange 6 (a) Generally 6 (b) The Closing 6 (c) The Consents 8 (d) Establishment of Conversion Price 8 Section 4. Representations, Warranties and Covenants of the Company and the Guarantors 8 (a) Due

December 19, 2024 EX-99.1

BigBear.ai Announces Exchange of a Portion of its Existing 6.00% Convertible Senior Notes due 2026 for New 6.00% Convertible Senior Secured Notes due 2029

EX-99.1 Exhibit 99.1 BigBear.ai Announces Exchange of a Portion of its Existing 6.00% Convertible Senior Notes due 2026 for New 6.00% Convertible Senior Secured Notes due 2029 COLUMBIA, MD – December 19, 2024 – BigBear.ai Holdings, Inc. (NYSE: BBAI) (“BigBear.ai” or the “Company”) today announced that, on December 19, 2024, it has entered into separate, privately negotiated exchange agreements (th

December 19, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 BigBear.ai Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2024 BigBear.

December 18, 2024 EX-99.2

Transactions in the Shares Since the Filing of Amendment No. 15

Exhibit 2 Transactions in the Shares Since the Filing of Amendment No. 15 Shares of Common Stock Purchased/Sold Price per Share ($)1 Date of Purchase/Sale 5,313,090 2.892 12/16/2024 2,574,5353 3.114 12/17/2024 1 The prices reported in this column for sales of shares are weighted average prices. The Reporting Person undertakes to provide the Issuer and any security holder of the Issuer, or the staf

December 16, 2024 SC 13D/A

BBAI / BigBear.ai Holdings, Inc. / BBAI Ultimate Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 15)* BigBear.ai Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08975B109 (CUSIP Number) BBAI Ultimate Holdings, LLC 6700 Broken Sound Parkway NW Boca Raton, FL 33487 Attention: Melissa Klaf

December 12, 2024 SC 13D/A

BBAI / BigBear.ai Holdings, Inc. / BBAI Ultimate Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 14)* BigBear.ai Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08975B109 (CUSIP Number) BBAI Ultimate Holdings, LLC 6700 Broken Sound Parkway NW Boca Raton, FL 33487 Attention: Melissa Klaf

December 10, 2024 SC 13D/A

BBAI / BigBear.ai Holdings, Inc. / BBAI Ultimate Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 13)* BigBear.ai Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08975B109 (CUSIP Number) BBAI Ultimate Holdings, LLC 6700 Broken Sound Parkway NW Boca Raton, FL 33487 Attention: Melissa Klaf

December 6, 2024 SC 13D/A

BBAI / BigBear.ai Holdings, Inc. / BBAI Ultimate Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 12)* BigBear.ai Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08975B109 (CUSIP Number) BBAI Ultimate Holdings, LLC 6700 Broken Sound Parkway NW Boca Raton, FL 33487 Attention: Melissa Klaf

December 4, 2024 SC 13D/A

BBAI / BigBear.ai Holdings, Inc. / BBAI Ultimate Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A 1 d906024dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 11)* BigBear.ai Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08975B109 (CUSIP Number) BBAI Ultimate Holdings, LLC 6700 Broken Sound Parkway NW Boca Raton, FL

November 27, 2024 SC 13D/A

BBAI / BigBear.ai Holdings, Inc. / BBAI Ultimate Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A 1 d869647dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10)* BigBear.ai Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08975B109 (CUSIP Number) BBAI Ultimate Holdings, LLC 6700 Broken Sound Parkway NW Boca Raton, FL

November 25, 2024 SC 13D/A

BBAI / BigBear.ai Holdings, Inc. / BBAI Ultimate Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A 1 d848597dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* BigBear.ai Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08975B109 (CUSIP Number) BBAI Ultimate Holdings, LLC 6700 Broken Sound Parkway NW Boca Raton, FL

November 14, 2024 144

144

144 0001886800 XXXXXXXX LIVE 0001836981 BigBear.ai Holdings, Inc. 001-40031 6811 BENJAMIN FRANKLIN DRIVE, SUITE 200 COLUMBIA MD 21046 (410) 967-0335 BBAI Ultimate Holdings, LLC 10% Stockholder Common Merrill Lynch, Pierce, Fenner & Smith Inc. 555 California Street, FL 18 San Francisco CA 94104 251700 430407.00 250585897 11/14/2024 NYSE Common 12/13/2021 Private Placement Issuer N 251700 12/13/2021

November 13, 2024 SC 13D/A

BBAI / BigBear.ai Holdings, Inc. / BBAI Ultimate Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* BigBear.ai Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08975B109 (CUSIP Number) BBAI Ultimate Holdings, LLC 6700 Broken Sound Parkway NW Boca Raton, FL 33487 Attention: Melissa Klaft

November 7, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

November 5, 2024 EX-99.2

3Q 24

Exhibit 99.2 Investors, Customers, and Employees – November 5, 2024 BigBear.ai continues to focus on our mission of creating clarity for the world’s most complex decisions, delivering enabling technology and expertise so our customers can take action faster. This quarter showed further progress towards building a long-term sustainable business. BigBear.ai is differentiated through the combination

November 5, 2024 EX-99.1

BigBear.ai Announces Third Quarter 2024 Results

Exhibit 99.1 BigBear.ai Announces Third Quarter 2024 Results •Awarded 5-year production contract valued at $165 million, beginning in Q4 2024, to deliver the U.S. Army’s Global Force Information Management - Objective Environment (GFIM-OE). •Demonstrated ConductorOS, the Company’s distributed AI orchestration platform, in a live environment at the U.S. Department of Defense’s (DoD’s) Rapid Defense

November 5, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 5, 2024 BigBear.ai Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 5, 2024 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer In

October 31, 2024 SC 13D/A

BBAI / BigBear.ai Holdings, Inc. / BBAI Ultimate Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A 1 d865710dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* BigBear.ai Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08975B109 (CUSIP Number) BBAI Ultimate Holdings, LLC 6700 Broken Sound Parkway NW Boca Raton, FL

October 4, 2024 EX-99.1

BigBear.ai Names Carl Napoletano as Chief Operating Officer

Exhibit 99.1 BigBear.ai Names Carl Napoletano as Chief Operating Officer Columbia, MD – October 4, 2024 – BigBear.ai (NYSE: BBAI) today announced the appointment of Carl Napoletano as Chief Operating Officer (COO). Napoletano, who has been with the company since 2020, will assume his new responsibilities effective immediately and will continue to report directly to CEO Mandy Long. “Carl’s promotio

October 4, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 1, 2024 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Inc

August 9, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

August 1, 2024 EX-99.2

Investors, Customers, and Employees – August 1, 2024

Exhibit 99.2 Investors, Customers, and Employees – August 1, 2024 BigBear.ai continues to focus on our mission of creating clarity for the world’s most complex decisions, delivering enabling technology and expertise so our customers can take action faster. We are building a company that helps our customers overcome one of the greatest challenges they face when trying to operationalize artificial i

August 1, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 1, 2024 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Inco

August 1, 2024 EX-99.1

BigBear.ai Announces Second Quarter 2024 Results

Exhibit 99.1 BigBear.ai Announces Second Quarter 2024 Results •Revenue up 3.4% to $39.8 million compared to $38.5 million in 2023, up 20% QoQ vs. 1Q24. •Cash balance of $72.3 million as of June 30, 2024. •Announced upcoming exercises for ConductorOS distributed platform. •Signed MSA with Heathrow Airport to deliver advanced technologies to Europe’s largest airport. •Adjusting full-year 2024 revenu

July 5, 2024 SC 13D/A

BBAI / BigBear.ai Holdings, Inc. / BBAI Ultimate Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* BigBear.ai Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08975B109 (CUSIP Number) BBAI Ultimate Holdings, LLC 6700 Broken Sound Parkway NW Boca Raton, FL 33487 Attention: Melissa Klaft

June 3, 2024 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 3, 2024 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Incorp

May 10, 2024 POS AM

As filed with the Securities and Exchange Commission on May 10, 2024

As filed with the Securities and Exchange Commission on May 10, 2024 No. 333-261887 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIGBEAR.AI HOLDINGS, INC. Additional Registrants Listed on Schedule A Hereto (Exact name of registrant as specified in its charter) D

May 10, 2024 EX-5.4

Consent of Kirkland & Ellis LLP (included in Exhibit 5.4).

EX-5.4 Exhibit 5.4 601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 www.kirkland.com Facsimile: +1 212 446 4900 May 10, 2024 BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We are issuing this opinion letter in our capacity as special legal counsel to BigBear.ai Holdings, In

May 10, 2024 424B5

Up to $150,000,000 BigBear.ai Holdings, Inc. Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-271230 PROSPECTUS SUPPLEMENT (to Prospectus Dated April 21, 2023) Up to $150,000,000 BigBear.ai Holdings, Inc. Common Stock We have entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) relating to the sale of shares of our common stock, par value $0.0001 pe

May 10, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

May 10, 2024 EX-22.1

List of Guarantor Subsidiaries.

Exhibit 22.1 Guarantor Subsidiaries of BigBear.ai Holdings, Inc. Set forth is a list of the guarantor subsidiaries of BigBear.ai Holdings, Inc. as of May 10, 2024 and their respective jurisdictions of organization. Name Jurisdiction of Formation BigBear.ai Intermediate Holdings, LLC Delaware BigBear.ai, LLC Delaware Pangiam Purchaser, LLC Delaware Pangiam Intermediate II Holdings, LLC Delaware Pan

May 10, 2024 EX-4.5

Second Supplemental Indenture, dated May 10, 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.

Exhibit 4.5 SECOND SUPPLEMENTAL INDENTURE BIGBEAR.AI HOLDINGS, INC. THE GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Dated as of May 10, 2024 6.00% Convertible Senior Notes due 2026 THIS SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of May 10, 2024, among BIGBEAR.AI HOLDINGS. INC., a Delaware corporation (the “Company”), BigBear.ai

May 10, 2024 EX-10.4

, 2024, by and between Bigbear.ai Holdings, Inc. and Cantor Fitzgerald & Co.

Exhibit 10.4 Execution Version BigBear.ai Holdings, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales Agreement May 10, 2024 Cantor Fitzgerald & Co. 110 East 59th Street, 4th Floor New York, NY 10022 Ladies and Gentlemen: BigBear.ai Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & C

May 10, 2024 EX-5.5

Consent of Ballard Spahr LLP dated May 10, 2024 (included in Exhibit 5.5).

EX-5.5 Exhibit 5.5 111 S. Calvert Street, 27th Floor Baltimore, MD 21202-6174 Tel 410.528.5600 Fax 410.528.5650 www.ballardspahr.com May 10, 2024 BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 Re: Post-Effective Amendment No. 3 to Registration Statement on Form S-1 on Form S-3 (Registration No. 333-261887) (the “Registration Statement”) Ladies and Gentle

May 3, 2024 424B3

BIGBEAR.AI HOLDINGS, INC. 14,800,000 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-278325 PROSPECTUS BIGBEAR.AI HOLDINGS, INC. 14,800,000 Shares of Common Stock This prospectus relates solely to the resale from time to time of up to an aggregate of 14,800,000 shares of our common stock, par value $0.0001 per share (“Common Stock”) by the selling stockholder identified in this prospectus (the “Selling Stockho

May 2, 2024 EX-99.2

Investor Letter 1Q 2024 May 2, 2024 Exhibit 99.2 Investors, Customers, and Employees – May 2, 2024 Today’s results reflect BigBear.ai’s steady progress in the first quarter of 2024 as we continue to operationalize AI at the edge for our customers in

Investor Letter 1Q 2024 May 2, 2024 Exhibit 99.2 Investors, Customers, and Employees – May 2, 2024 Today’s results reflect BigBear.ai’s steady progress in the first quarter of 2024 as we continue to operationalize AI at the edge for our customers in National Security, Digital Identity, and Supply Chain Management. These results also mark the first partially combined quarter including one month fro

May 2, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 2, 2024 BigBear.ai Holdings, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 2, 2024 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Incorpo

May 2, 2024 EX-99.1

BigBear.ai Announces First Quarter 2024 Results

Exhibit 99.1 BigBear.ai Announces First Quarter 2024 Results •Closed the acquisition of Pangiam in an all-stock transaction, combining BigBear.ai’s computer vision capabilities with facial recognition, image-based anomaly detection and advanced biometrics. •Cash balance of $81.4 million as of March 31, 2024. •Affirming full-year 2024 revenue guidance of $195 - $215 million. COLUMBIA, MD – May 2, 2

April 29, 2024 CORRESP

BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 April 29, 2024

BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 April 29, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Matthew Crispino Re: BigBear.ai Holdings, Inc. Registration Statement on Form S-3 Filed March 28, 2024 File No. 333-278325 Ladies and Gentlemen: BigBear.ai Holdings

April 26, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

March 28, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) BigBear.ai Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security  Type  Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registra

March 28, 2024 S-3

As filed with the Securities and Exchange Commission on March 28, 2024

Table of Contents As filed with the Securities and Exchange Commission on March 28, 2024 No.

March 28, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 27, 2024 BigBear.ai Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 27, 2024 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of Incorporation or Organization)

March 27, 2024 EX-99.1

Report of Independent Auditors

EX-99.1 Exhibit 99.1 Pangiam Ultimate Holdings, LLC and Subsidiaries Table of Contents December 31, 2023 and 2022 Page Report of Independent Auditors F-2 Consolidated Financial Statements Consolidated Balance Sheets F-4 Consolidated Statements of Operations F-5 Consolidated Statements of Comprehensive Income F-6 Consolidated Statements of Changes in Members’ Deficit F-7 Consolidated Statements of

March 27, 2024 EX-99.2

Unaudited Pro Forma Condensed Combined Balance Sheet As of December 31, 2023 (USD in thousands) BigBear.ai Holdings, Inc. (Historical) Pangiam Ultimate Holding, LLC (After Reclassifications) (Note 2) Transaction Accounting Adjustments (Note 3) Notes

EX-99.2 Exhibit 99.2 Unaudited Pro Forma Condensed Combined Financial Information Introduction Effective as of February 29, 2024 (“Closing Date”), BigBear.ai Holdings, Inc. (“BigBear.ai” or the “Company”) entered into an agreement and plan of mergers (the “Merger Agreement”) with Pangiam Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”), Pa

March 27, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 27, 2024 BigBear.ai Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 27, 2024 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of Incorporation or Organization)

March 18, 2024 SC 13D/A

BBAI / BigBear.ai Holdings, Inc. / BBAI Ultimate Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* BigBear.ai Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08975B109 (CUSIP Number) BBAI Ultimate Holdings, LLC 6700 Broken Sound Parkway NW Boca Raton, FL 33487 Attention: Melissa Klaft

March 15, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-400

March 7, 2024 EX-99.1

BigBear.ai Announces Close of Pangiam Acquisition, $54M of Incremental Cash Proceeds, Net Loss of $21.3 million in Q4 2023, and Second Consecutive Quarter of Positive Adjusted EBITDA in Q4 2023 Financial Results

Exhibit 99.1 BigBear.ai Announces Close of Pangiam Acquisition, $54M of Incremental Cash Proceeds, Net Loss of $21.3 million in Q4 2023, and Second Consecutive Quarter of Positive Adjusted EBITDA in Q4 2023 Financial Results •Announced successful close of Pangiam acquisition in an all-stock transaction, combining facial recognition, image-based anomaly detection and advanced biometrics with BigBea

March 7, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 7, 2024 BigBear.ai Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 7, 2024 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Incor

March 5, 2024 EX-4.1

Form of Common Stock Purchase Warrant

EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE

March 5, 2024 EX-10.1

Warrant Exercise Agreement, dated as of March 4, 2024, by and between BigBear.ai and the Investor.

EX-10.1 Exhibit 10.1 BIGBEAR.AI HOLDINGS, INC. March 4, 2024 Holder of January 2023 Common Stock Purchase Warrant Re: Inducement Offer to Exercise January 2023 Common Stock Purchase Warrant Dear Holder: BigBear.ai Holdings, Inc., a Delaware corporation (the “Company”), is pleased to offer to you an opportunity to exercise in full the Common Stock Purchase Warrant issued on January 19, 2023, which

March 5, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 4, 2024 BigBear.ai Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 4, 2024 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of Incorporation or Organization)

March 1, 2024 SC 13D/A

BBAI / BigBear.ai Holdings, Inc. / BBAI Ultimate Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* BigBear.ai Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08975B109 (CUSIP Number) BBAI Ultimate Holdings, LLC 6700 Broken Sound Parkway NW Boca Raton, FL 33487 Attention: Melissa Klaft

March 1, 2024 EX-99.1

SCHEDULE 13D JOINT FILING AGREEMENT

EX-99.1 2 d767431dex991.htm EX-99.1 Exhibit 1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and

March 1, 2024 EX-10.1

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

Exhibit 10.1 JOINDER & SECOND AMENDMENT TO AMENDED & RESTATED INVESTOR RIGHTS AGREEMENT THIS JOINDER & SECOND AMENDMENT TO THE AMENDED & RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”) is made as of February 29, 2024, by and among (i) BigBear.ai Holdings, Inc., a Delaware corporation f/k/a GigCapital4, Inc. (the “Company”), (ii) AE BBAI Aggregator, LP, a Delaware limited partnership (“AE Agg

March 1, 2024 EX-99.1

BigBear.ai Completes Pangiam Acquisition: Establishes Combined Company as Breakout Leader in Vision AI for National Security, Supply Chain Management, and Digital Identity

Exhibit 99.1 BigBear.ai Completes Pangiam Acquisition: Establishes Combined Company as Breakout Leader in Vision AI for National Security, Supply Chain Management, and Digital Identity Columbia, MD – March 1, 2024 – Today, BigBear.ai (NYSE: BBAI), a leading provider of AI-powered decision intelligence solutions, announced the completion of its acquisition of Pangiam Intermediate Holdings, LLC (Pan

March 1, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2024 (February 29, 2024)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 1, 2024 (February 29, 2024) BigBear.ai Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40031 85-4164597 (State or other jurisdiction of incorp

February 28, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 27, 2024 BigBear.ai Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 27, 2024 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of Incorporation or Organizati

February 28, 2024 EX-4.1

Form of Common Stock Purchase Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

February 28, 2024 EX-10.1

Warrant Exercise Agreement, dated as of February 27, 2024, by and between BigBear.ai and the Investor.

EX-10.1 Exhibit 10.1 BIGBEAR.AI HOLDINGS, INC. February 27, 2024 Holder of June 2023 Common Stock Purchase Warrant Re: Inducement Offer to Exercise June 2023 Common Stock Purchase Warrant Dear Holder: BigBear.ai Holdings, Inc., a Delaware corporation (the “Company”), is pleased to offer to you an opportunity to exercise in full the Common Stock Purchase Warrant issued on June 13, 2023, which is ex

February 27, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 BigBear.ai Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 BigBear.ai Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40031 85-4164597 (State or other jurisdiction of incorporation) (Commis

February 22, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2024 BigBear.ai Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 21, 2024 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of Incorporation or Organizati

February 22, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 BigBear.ai Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 BigBear.ai Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40031 85-4164597 (State or other jurisdiction of incorporation) (Commis

February 22, 2024 EX-10.1

Separation and Release Agreement, dated as of February 21, 2024, by and between BigBear.ai Holdings, Inc. and Mr. Laudermilch.

Exhibit 10.1 SEPARATION AGREEMENT AND GENERAL RELEASE This SEPARATION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is entered into by and between BigBear.ai, LLC, a Delaware limited liability company (referred to throughout this Agreement as “Employer” or the “Company”) and Norman Laudermilch (“Employee”). The term “Party” or “Parties” as used herein shall refer to Employer, Employee, or both,

February 6, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 BigBear.ai Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 BigBear.ai Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40031 85-4164597 (State or other jurisdiction of incorporation) (Commiss

February 6, 2024 EX-99.1

*** [End of communication]

Exhibit 99.1 BBAI Pangiam Investor Speech [SLIDE 1] Hello, everyone, and thank you for joining today’s call. This is Julie Peffer, CFO of BigBear.ai and today we’ll be discussing our definitive merger agreement to acquire Pangiam, a leader in Vision AI for the global trade, travel, and digital identity industries. [SLIDE 2] I’m joined on today’s call by Mandy Long, CEO of BigBear.ai. While we’re n

February 6, 2024 EX-99.2

CEO, BigBear.ai Mandy Long CFO, BigBear.ai Julie Peffer Today’s Speakers

BigBear.ai to acquire Pangiam February 6, 2024 Exhibit 99.2 CEO, BigBear.ai Mandy Long CFO, BigBear.ai Julie Peffer Today’s Speakers DISCLAIMER This presentation contains estimates and other data made by independent parties and by BBAI relating to market size and growth about our industry and estimated total addressable market. This data involves a number of assumptions and limitations, and you ar

February 6, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 BigBear.ai Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 6, 2024 BigBear.ai Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40031 85-4164597 (State or other jurisdiction of incorporation) (Commiss

January 29, 2024 DEFM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

January 26, 2024 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

January 16, 2024 PREM14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 15, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

December 14, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

November 9, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

November 7, 2023 EX-99.2

Investor Letter 3Q 2023 November 7, 2023 Forward-Looking Statements This presentation contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 (th

Investor Letter 3Q 2023 November 7, 2023 Forward-Looking Statements This presentation contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”).

November 7, 2023 EX-99.1

BigBear.ai Announces Definitive Merger Agreement to Acquire Pangiam as well as First Quarter of Positive Net Income, Positive Adjusted EBITDA & Positive Cash Flows from Operations in Third Quarter 2023 Financial Results

Exhibit 99.1 BigBear.ai Announces Definitive Merger Agreement to Acquire Pangiam as well as First Quarter of Positive Net Income, Positive Adjusted EBITDA & Positive Cash Flows from Operations in Third Quarter 2023 Financial Results •Announced a definitive merger agreement to acquire Pangiam in an all-stock transaction, combining facial recognition and advanced biometrics with BigBear.ai’s compute

November 7, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 7, 2023 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer In

November 6, 2023 EX-99.8

1

Exhibit 99.8 November 6, 2023 BBAI Social Media LinkedIn 1: Breaking: BigBear.ai has signed a definitive merger agreement to acquire Pangiam. The merger aims to establish one of the industry’s most comprehensive full-vision AI portfolios, combining Pangiam’s near-field facial recognition and advanced biometrics with BigBear.ai’s far-field computer vision capabilities to spearhead the vision AI ind

November 6, 2023 EX-99.9

1

Exhibit 99.9 November 6, 2023 Inbound Inquiry Process + Talking Points Email response: Thank you for your inquiry. We’re excited about the pending acquisition of Pangiam for the following reasons: 1. It will bring more capabilities to our shared customers by adding additional expertise in automation and AI, as well as products that are complimentary to existing and new customers. 2. It will positi

November 6, 2023 EX-99.7

1

Exhibit 99.7 November 6, 2023 Analyst/Investor Communications Subject: Exciting News: BigBear.ai Enters into Definitive Merger Agreement to Acquire Pangiam - A Strategic Move Towards the Future of Full-Vision AI Dear [Analyst’s/Investor’s Name], I hope this message finds you well. Today, I’m thrilled to share some news about BigBear.ai. We have entered into a definitive merger agreement to acquire

November 6, 2023 EX-99.2

Important Additional Information Will be Filed with the SEC BigBear.ai Holdings, Inc. (“BBAI”) will file with the United States Securities and Exchange Commission (the “SEC”) a proxy statement of BBAI relating to a special meeting of BBAI’s stockhold

Why BigBear.ai + Pangiam? It will bring more capabilities to our shared customers by adding additional expertise in automation and AI, as well as products that are complimentary to existing and new customers. It will position us for accelerated growth based on the world-class talent and technology that has made each of us trusted partners to our customers. This business combination will unlock val

November 6, 2023 EX-99.3

***

Exhibit 99.3 Dear BigBear.ai Team, Today, I am thrilled to share that we signed a definitive merger agreement [insert link to press release] to acquire Pangiam Intermediate Holdings, LLC (Pangiam), a leader in vision AI for the global trade, travel, and digital identity industries. The combination of our businesses will create one of the industry’s most comprehensive Vision AI portfolios, uniting

November 6, 2023 EX-2.1

Agreement and Plan of Mergers, dated as of November 4, 2023, by and among Pangiam Ultimate Holdings, LLC, Pangiam Intermediate Holdings, LLC, Pangiam Merger Sub, Inc., Pangiam Purchaser, LLC, and the Company

Exhibit 2.1 AGREEMENT AND PLAN OF MERGERS BY AND AMONG PANGIAM ULTIMATE HOLDINGS, LLC (A DELAWARE LIMITED LIABILITY COMPANY), PANGIAM INTERMEDIATE HOLDINGS, LLC (A DELAWARE LIMITED LIABILITY COMPANY), PANGIAM MERGER SUB, INC. (A DELAWARE CORPORATION), PANGIAM PURCHASER, LLC (A DELAWARE LIMITED LIABILITY COMPANY), AND BIGBEAR.AI HOLDINGS, INC. (A DELAWARE CORPORATION), NOVEMBER 4, 2023 TABLE OF CON

November 6, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2023 (November 4, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2023 (November 4, 2023) BigBear.ai Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40031 85-4164597 (State or other jurisdiction of inco

November 6, 2023 EX-99.10

Pangiam Pending Acquisition FAQs

Exhibit 99.10 November 6, 2023 Pangiam Pending Acquisition FAQs 1. My customer is asking me about Pangiam. What do I tell them? • Answer: BigBear.ai is excited about the combination of our companies post-closing and what we believe to be the resulting core benefits of our combination. Please limit your response to the below list and reach out to Greg Goldwater and/or Norm Laudermilch if your custo

November 6, 2023 EX-99.6

***

Exhibit 99.6 Subject: Exciting News: BigBear.ai Enters into Definitive Merger Agreement to Acquire Pangiam—A Strategic Move Towards the Future of Full-Vision AI Dear [Customer Name(s)] – I hope this message finds you well. Today, I’m thrilled to share some news about BigBear.ai. We have entered into a definitive merger agreement to acquire Pangiam Intermediate Holdings, LLC (Pangiam), a leader in

November 6, 2023 EX-99.5

***

Exhibit 99.5 November 6, 2023 Partner Email Subject: Exciting News: BigBear.ai Enters into Definitive Merger Agreement to Acquire Pangiam—A Strategic Move Towards the Future of Full-Vision AI Dear [Partner Name(s)], I hope this message finds you well. Today, I’m thrilled to share some news about BigBear.ai. We have entered into a definitive merger agreement to acquire Pangiam Intermediate Holdings

November 6, 2023 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2023 (November 4, 2023) BigBear.ai Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40031 85-4164597 (State or other jurisdiction of inco

November 6, 2023 EX-99.4

***

Exhibit 99.4 November 6, 2023 To: Pangiam Organization Subject: Hello from BigBear.ai Dear Pangiam Team, I am thrilled to extend warm and heartfelt greetings to each of you from BigBear.ai. There is an incredible journey ahead of us. Pangiam has an outstanding reputation, a dedicated team, and a rich history of success. We are excited to get know each other in the days and weeks ahead. BigBear.ai

November 6, 2023 EX-10.1

Business Covenants Agreement, dated as of November 4, 2023, by and among AE Industrial Partners, LP, AE Industrial Operating Partners, LLC, and the Company

Exhibit 10.1 BUSINESS COVENANTS AGREEMENT This BUSINESS COVENANTS AGREEMENT (this “Agreement”) is made and entered into as of November 4, 2023, by and among AE Industrial Partners, LP, a Delaware limited partnership (f/k/a AE Industrial Partners, LLC) (“AE Industrial Consultant”), AE Industrial Operating Partners, LLC, a Delaware limited liability company (“AE Operating Consultant”, and together w

November 6, 2023 EX-99.1

BigBear.ai to Acquire Pangiam, Combining Facial Recognition and Advanced Biometrics with BigBear.ai’s Computer Vision Capabilities to Spearhead the Vision AI Industry

Exhibit 99.1 BigBear.ai to Acquire Pangiam, Combining Facial Recognition and Advanced Biometrics with BigBear.ai’s Computer Vision Capabilities to Spearhead the Vision AI Industry COLUMBIA, MD.— November 6, 2023 — BigBear.ai (NYSE: BBAI), a leading provider of AI-enabled business intelligence solutions, today announced a definitive merger agreement to acquire Pangiam Intermediate Holdings, LLC (Pa

August 10, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

August 10, 2023 EX-10.2

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.

Exhibit 10.2 FIRST AMENDMENT TO AMENDED & RESTATED INVESTOR RIGHTS AGREEMENT THIS FIRST AMENDMENT TO THE AMENDED & RESTATED INVESTOR RIGHTS AGREEMENT (this “Amendment”) is made as of July [●], 2023, by and among (i) BigBear.ai Holdings, Inc., a Delaware corporation (the “Company”), (ii) AE BBAI Aggregator, LP, a Delaware limited partnership (“AE Aggregator”), (iii) BBAI Ultimate Holdings, LLC, a D

August 8, 2023 EX-99.1

BigBear.ai Announces Second Quarter 2023 Financial Results Revenue grew 2% Year-over-Year in the Second Quarter of 2023 and 9% YTD Significant U.S. Army Contract Wins from AIMMS & GFIM Phase II Extension Reiterating FY Guidance of Revenue between $15

Exhibit 99.1 BigBear.ai Announces Second Quarter 2023 Financial Results Revenue grew 2% Year-over-Year in the Second Quarter of 2023 and 9% YTD Significant U.S. Army Contract Wins from AIMMS & GFIM Phase II Extension Reiterating FY Guidance of Revenue between $155 million and $170 million COLUMBIA, MD – August 8, 2023 – BigBear.ai Holdings, Inc. (NYSE: BBAI) (“BigBear.ai” or the “Company”), a lead

August 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2023 BigBear.ai Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2023 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Inco

June 26, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 23, 2023 BigBear.ai Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 23, 2023 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Incor

June 15, 2023 SC 13D/A

BBAI / BigBear.ai Holdings Inc / BBAI Ultimate Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* BigBear.ai Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08975B109 (CUSIP Number) BBAI Ultimate Holdings, LLC 6700 Broken Sound Parkway NW Boca Raton, FL 33487 Attention: Melissa Klaft

June 12, 2023 EX-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.

EX-1.1 Exhibit 1.1 BigBear.ai Holdings, Inc. 11,848,341 Shares of Common Stock Warrants to Purchase 8,886,255 Shares of Common Stock UNDERWRITING AGREEMENT June 8, 2023 COWEN AND COMPANY, LLC As Representative of the several Underwriters c/o Cowen and Company, LLC 599 Lexington Avenue New York, New York 10022 Ladies and Gentlemen: 1. INTRODUCTORY. BigBear.ai Holdings, Inc., a Delaware corporation

June 12, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 BigBear.ai Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 BigBear.ai Holdings, Inc. (Exact name of registrant as specified in charter) Delaware 001-40031 85-4164597 (State or other jurisdiction of Incorporation or Organization)

June 12, 2023 EX-99.1

BigBear.ai Announces Registered Direct Offering of Common Stock and Warrants June 8, 2023

Exhibit 99.1 BigBear.ai Announces Registered Direct Offering of Common Stock and Warrants June 8, 2023 COLUMBIA, Md., June 8, 2023 — (BUSINESS WIRE) — BigBear.ai Holdings, Inc. (NYSE: BBAI) (“BigBear.ai” or the “Company”), a leader in AI-powered decision intelligence solutions, today announced that it has entered into a definitive agreement for the purchase and sale of 11,848,341 shares of its com

June 12, 2023 424B5

Prospectus Supplement (to Prospectus Dated April 21, 2023) 11,848,341 Shares of Common Stock Common Warrants to Purchase up to 8,886,255 Shares of Common Stock BigBear.ai Holdings, Inc. Common Stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-271230 Prospectus Supplement (to Prospectus Dated April 21, 2023) 11,848,341 Shares of Common Stock Common Warrants to Purchase up to 8,886,255 Shares of Common Stock BigBear.ai Holdings, Inc. Common Stock We are offering 11,848,341 shares of our common stock and accompanying common warrants initially exercisable for up

June 8, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 BigBear.ai Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 BigBear.ai Holdings, Inc. (Exact name of registrant as specified in charter) Delaware 001-40031 85-4164597 (State or other jurisdiction of Incorporation or Organization)

June 8, 2023 EX-99.1

Disclaimer Forward-Looking Statements This presentation contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Se

EX-99.1 Exhibit 99.1 BigBear.ai NYSE:BBAI June 2023 Disclaimer Forward-Looking Statements This presentation contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements generally are accom

May 24, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

May 23, 2023 SC 13D/A

BBAI / BigBear.ai Holdings Inc / BBAI Ultimate Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* BigBear.ai Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08975B109 (CUSIP Number) BBAI Ultimate Holdings, LLC 6700 Broken Sound Parkway NW Boca Raton, FL 33487 Attention: Melissa Klaft

May 17, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 16, 2023 BigBear.ai Holdings,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 16, 2023 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Incorp

May 15, 2023 EX-10.3

Third Amendment to Credit Agreement with Bank of America, N.A.,

Exhibit 10.3 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of April 21, 2023 (the “Third Amendment Effective Date”), is entered into among BigBear.ai Holdings, Inc., a Delaware corporation (the “Lead Borrower”), the other Borrowers party hereto, the Guarantors party hereto, the Lenders party hereto and Bank of America, N.A., as administra

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

May 9, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2023 BigBear.ai Holdings, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2023 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Incorpo

May 9, 2023 EX-99.1

BigBear.ai Announces 16% Year-over-Year Revenue Growth in First Quarter 2023 and Reporting Segment Changes Strategic partnership announced with L3Harris and BigBear.ai to deliver artificial intelligence (AI) and autonomous surface vessel (ASV) capabi

Exhibit 99.1 BigBear.ai Announces 16% Year-over-Year Revenue Growth in First Quarter 2023 and Reporting Segment Changes Strategic partnership announced with L3Harris and BigBear.ai to deliver artificial intelligence (AI) and autonomous surface vessel (ASV) capabilities for current and future defense programs Reiterating FY Guidance of Revenue between $155 million and $170 million COLUMBIA, MD – Ma

May 9, 2023 EX-10.1

Offer Letter, dated May 4, 2023, between BigBear.ai Holdings, Inc. and Norm Laudermilch

laudermilchoffer-bigbear 6811 Benjamin Franklin Drive, Suite 200 // Columbia, MD 21046 // 410.

April 25, 2023 424B3

BIGBEAR.AI HOLDINGS, INC. 113,250,000 Shares of Common Stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-265746 PROSPECTUS BIGBEAR.AI HOLDINGS, INC. 113,250,000 Shares of Common Stock This prospectus relates to the resale from time to time of up to 113,250,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), by the selling stockholders named in this prospectus (each a “Selling Stockholder,” and, col

April 19, 2023 CORRESP

BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 April 19, 2023

BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 April 19, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kathleen Krebs and Joshua Shainess Re: BigBear.ai Holdings, Inc. Registration Statement on Form S-3 Filed April 12, 2023 File No. 333-271230 Ladies and Gentlemen: B

April 19, 2023 CORRESP

BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 April 19, 2023

CORRESP BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 April 19, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kathleen Krebs and Joshua Shainess Re: BigBear.ai Holdings, Inc. Registration Statement on Form S-3/A Filed April 12, 2023 File No. 333-265746 Ladies and Ge

April 12, 2023 S-3

As filed with the Securities and Exchange Commission on April 12, 2023

S-3 Table of Contents As filed with the Securities and Exchange Commission on April 12, 2023 Registration No.

April 12, 2023 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) BigBear.ai Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Reg

April 12, 2023 S-3/A

As filed with the Securities and Exchange Commission on April 12, 2023

S-3/A Table of Contents As filed with the Securities and Exchange Commission on April 12, 2023 Registration No.

April 7, 2023 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

April 6, 2023 SC 13D/A

BBAI / BigBear.ai Holdings Inc / BBAI Ultimate Holdings, LLC - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* BigBear.ai Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 08975B109 (CUSIP Number) BBAI Ultimate Holdings, LLC 2500 N. Military Trail, Suite 470 Boca Raton, Florida 33431 Attention: Melis

April 6, 2023 EX-99.1

SCHEDULE 13D JOINT FILING AGREEMENT

EX-99.1 Exhibit 1 SCHEDULE 13D JOINT FILING AGREEMENT In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D to which this joint filing agreement is attached, and any subsequent amendments thereto, and have duly executed this join

March 31, 2023 EX-21.1

Significant Subsidiaries of the Registrant

Exhibit 21.1 Subsidiaries of Registrant Name Jurisdiction of Formation BigBear.ai Intermediate Holdings, LLC Delaware BigBear.ai, LLC Delaware BigBear.ai Federal, LLC Maryland ProModel, LLC Pennsylvania

March 31, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-400

March 24, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 23, 2023 BigBear.ai Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 23, 2023 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Inco

March 13, 2023 EX-99.1

BigBear.ai Announces 21% Year-Over-Year Growth in Fourth Quarter 2022

Exhibit 99.1 BigBear.ai Announces 21% Year-Over-Year Growth in Fourth Quarter 2022 •Total full year revenue achieved guidance and grew 6% year-over-year to $155.0 million; Analytics full year revenue grew 19% year-over-year •Full year gross margin grew to 27.7%, an increase of 430 basis points from 23.4% for the year ended December 31, 2021. Analytics segment adjusted gross margin of 44% for the y

March 13, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 13, 2023 BigBear.ai Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) March 13, 2023 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Inco

February 14, 2023 424B3

BIGBEAR.AI HOLDINGS, INC. 27,777,778 Shares of Common Stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-269465 PROSPECTUS BIGBEAR.AI HOLDINGS, INC. 27,777,778 Shares of Common Stock This prospectus relates solely to the offer and sale from time to time of up to an aggregate of 27,777,778 shares of our common stock, par value $0.0001 per share (“Common Stock”), by the selling stockholder identified in this prospectus (the “

February 13, 2023 SC 13G/A

BBAI / BigBear.ai Holdings, Inc. Common Stock / TENOR CAPITAL MANAGEMENT Co., L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 13, 2023 EX-1

Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1)

Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the common stock, par value $0.

February 9, 2023 CORRESP

BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 February 9, 2023

CORRESP 1 filename1.htm BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 February 9, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Kathleen Krebs and Joshua Shainess Re: BigBear.ai Holdings, Inc. Registration Statement on Form S-3 Filed January 30, 2023 File No. 333-26

January 30, 2023 S-3

As filed with the Securities and Exchange Commission on January 30, 2023

FORM S-3 Table of Contents As filed with the Securities and Exchange Commission on January 30, 2023 Registration No.

January 30, 2023 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES EXHIBIT 107 Calculation of Filing Fee Tables FORM S-3 (Form Type) BigBear.

January 19, 2023 EX-10.1

Form of Securities Purchase Agreement, dated as of January 16, 2023, by and among the Company and the Purchaser

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 16, 2023, between BigBear.ai Holdings, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and condi

January 19, 2023 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 16, 2023 BigBear.ai Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 16, 2023 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer In

January 19, 2023 EX-99.2

BIGBEAR.AI ANNOUNCES CLOSING OF $25 MILLION PRIVATE PLACEMENT

Exhibit 99.2 BIGBEAR.AI ANNOUNCES CLOSING OF $25 MILLION PRIVATE PLACEMENT COLUMBIA, Maryland — January 19, 2023 — BigBear.ai Holdings, Inc. (NYSE: BBAI) (“BigBear.ai” or the “Company”), a leader in AI-powered analytics and cyber engineering solutions, today announced that it has closed its previously announced private placement for the issuance and sale of 13,888,889 shares of the Company’s commo

January 19, 2023 EX-10.2

Form of Registration Rights Agreement, dated as of January 16, 2023, by and among the Company and the Purchaser

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 16, 2023, between BigBear.ai Holdings, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Pur

January 19, 2023 EX-99.1

BIGBEAR.AI ANNOUNCES $25 MILLION PRIVATE PLACEMENT

Exhibit 99.1 BIGBEAR.AI ANNOUNCES $25 MILLION PRIVATE PLACEMENT COLUMBIA, MARYLAND — January 17, 2023 — BigBear.ai Holdings, Inc. (NYSE: BBAI) (“BigBear.ai” or the “Company”), a leader in AI-powered analytics and cyber engineering solutions, today announced that it has entered into definitive agreements for the issuance and sale of 13,888,889 shares of the Company’s common stock, $0.0001 par value

January 19, 2023 EX-4.1

Form of Common Stock Purchase Warrant.

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

January 4, 2023 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 30, 2022 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer I

January 4, 2023 EX-10.1

Separation and Release Agreement, dated as of December 30, 2022, by and between BigBear.ai Holdings, Inc. and Joshua Kinley

SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the ?Agreement?) is entered into by and between BigBear.

January 3, 2023 POS AM

As filed with the Securities and Exchange Commission on January 3, 2023

POS AM Table of Contents As filed with the Securities and Exchange Commission on January 3, 2023 Registration No.

January 3, 2023 EX-25.1

Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, as amended, of Trustee.

EX-25.1 Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) WILMINGTON TRUST, NATIONAL ASSOCIATION (Exact name of trustee as specified in its charter) 16-1486454 (I.R.S. employer identification no.) 1100 North Market Street Wilmington, DE 19890-0001 (Address of pr

January 3, 2023 EX-22.1

List of Guarantor Subsidiaries.

EX-22.1 Exhibit 22.1 Guarantor Subsidiaries of BigBear.ai Holdings, Inc. Set forth is a list of the guarantor subsidiaries of BigBear.ai Holdings, Inc. as of January 3, 2022 and their respective jurisdictions of organization. Name Jurisdiction of Formation BigBear.ai Intermediate Holdings, LLC Delaware BigBear.ai, LLC Delaware BigBear.ai Federal, LLC Maryland ProModel, LLC Pennsylvania

December 23, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 20, 2022 BigBear.ai Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) December 20, 2022 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer I

December 23, 2022 EX-99.1

BIGBEAR.AI RECEIVES CONTINUED LISTING NOTICE FROM NYSE

BIGBEAR.AI RECEIVES CONTINUED LISTING NOTICE FROM NYSE COLUMBIA, Maryland – December 23, 2022 – BigBear.ai (NYSE: BBAI), a leader in AI-powered analytics and cyber engineering solutions, today announced that on December 20, 2022 it received written notice from the New York Stock Exchange (“NYSE”) that it is not in compliance with the continued listing standards set forth in Rule 802.01C of the NYS

November 21, 2022 EX-10.1

BigBear.ai, LLC Executive Severance Plan

EX-10.1 Exhibit 10.1 BIGBEAR.AI, LLC EXECUTIVE SEVERANCE PLAN 1. Purpose. BigBear.ai, LLC (the “Company”) has adopted the BigBear.ai, LLC Executive Severance Plan (the “Plan”) to provide severance pay and benefits to eligible officers and management employees who are Eligible Executives (as defined below) and whose employment is terminated on or after November 1, 2022 (the “Effective Date”). The P

November 21, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 19, 2022 BigBear.ai Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 19, 2022 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of Incorporation or Organizati

November 14, 2022 424B3

BIGBEAR.AI HOLDINGS, INC. 12,325,772 Shares of Common Stock Up to 11,569,920 Shares of Common Stock by the Selling Stockholders 366,533 warrants by the Selling Stockholders 6.00% Convertible Senior Notes due 2026 by the Selling Noteholders Up to 23,7

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-261887 Prospectus Supplement (to Prospectus dated May 23, 2022) BIGBEAR.AI HOLDINGS, INC. 12,325,772 Shares of Common Stock Up to 11,569,920 Shares of Common Stock by the Selling Stockholders 366,533 warrants by the Selling Stockholders 6.00% Convertible Senior Notes due 2026 by the Selling Noteholders Up to 23,709,503 Shares

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe

November 10, 2022 EX-10.2

Second Amendment to Credit Agreement with Bank of America, N.A., dated November 8, 2022

Exhibit 10.2 SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?), dated as of November 8, 2022 (the ?Second Amendment Effective Date?), is entered into among BigBear.ai Holdings, Inc., a Delaware corporation (the ?Lead Borrower?), the other Borrowers party hereto, the Guarantors party hereto, the Lenders party hereto and Bank of America, N.A., as admin

November 9, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 9, 2022 BigBear.ai Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 9, 2022 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer In

November 9, 2022 EX-99.1

BigBear.ai Announces Third Quarter 2022 Financial Results

Exhibit 99.1 BigBear.ai Announces Third Quarter 2022 Financial Results Company achieves 8% quarter-over-quarter revenue growth driven by key wins and growth within Analytics; cost savings initiatives expected to drive $20 million of annualized expense savings COLUMBIA, MD – November 9, 2022 – BigBear.ai Holdings, Inc. (NYSE: BBAI) (“BigBear.ai” or the “Company”), a leader in AI-powered analytics a

October 11, 2022 EX-10.3

Separation Agreement and General Release, dated as of October 9, 2022, by and between BigBear.ai, LLC and Dr. Louis R. Brothers

Exhibit 10.3 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the ?Agreement?) is entered into by and between BigBear.ai, LLC, a Delaware limited liability company (referred to throughout this Agreement as ?Employer? or ?the Company?) and Louis Reginald (Reggie) Brothers (?Employee?). The term ?Party? or ?Parties? as used herein shall refer to Employer, Emplo

October 11, 2022 EX-99.1

BigBear.ai Names Former IBM Executive Mandy Long as Chief Executive Officer Dr. Reggie Brothers Steps Down as CEO and Board Member, Remains Advisor to Company

Exhibit 99.1 PRESS RELEASE BigBear.ai Names Former IBM Executive Mandy Long as Chief Executive Officer Dr. Reggie Brothers Steps Down as CEO and Board Member, Remains Advisor to Company COLUMBIA, Md.? October 11, 2022?BigBear.ai (NYSE: BBAI), a leader in AI-powered analytics and cyber engineering solutions, today announced that the Board of Directors has appointed former IBM executive Amanda ?Mand

October 11, 2022 EX-10.1

Offer Letter, dated as of October 11, 2022, between BigBear.ai Holdings, Inc. and Amanda Long

Exhibit 10.1 October 10, 2022 Amanda Long via e-mail [***] Dear Mandy, On behalf of BigBear.ai, I am pleased to extend an offer of employment to you for the Chief Executive Officer position and welcome you to BigBear.ai. The details of the offer are as follows: Job Title: Chief Executive Officer Direct Supervisor: Board of Directors Work Location: Naperville, IL, travel as appropriate Compensation

October 11, 2022 EX-10.4

Consulting Agreement, dated as of October 9, 2022, between BigBear.ai LLC and Dr. Louis R. Brothers

Exhibit 10.4 ENGAGEMENT OF CONSULTANT This Agreement dated as of October 12, 2022 (the ?Effective Date?), between BigBear.ai LLC with its principal place of business located at 6811 Benjamin Franklin Drive Columbia 21046 (the ?Client?) and Dr. Louis R. Brothers an individual residing at 2609 Amanda Court, Vienna, Virginia 22180, (?Consultant?) sets forth the terms and conditions under which Consul

October 11, 2022 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 11, 2022 BigBear.ai Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 11, 2022 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of Incorporation or Organizatio

September 20, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 15, 2022 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer

September 20, 2022 EX-10.1

Separation Agreement and General Release, dated as of September 15, 2022, by and between BigBear.ai, LLC and Brian Frutchey

exhibit1019302022-item50 84841792v.1 SEPARATION AGREEMENT AND GENERAL RELEASE This Separation Agreement and General Release (the “Agreement”) is entered into by and between BigBear.ai, LLC, a Delaware limited liability company (referred to throughout this Agreement as “Employer” or “ the Company”) and Brian Frutchey (“Employee”). The term “Party” or “Parties” as used herein shall refer to Employer

September 1, 2022 8-K

Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 29, 2022 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Inc

August 15, 2022 424B3

BIGBEAR.AI HOLDINGS, INC. 12,325,772 Shares of Common Stock Up to 11,569,920 Shares of Common Stock by the Selling Stockholders 366,533 warrants by the Selling Stockholders 6.00% Convertible Senior Notes due 2026 by the Selling Noteholders Up to 23,7

424B3 1 d369050d424b3.htm 424B3 Table of Contents Prospectus Supplement (to Prospectus dated May 23, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-261887 BIGBEAR.AI HOLDINGS, INC. 12,325,772 Shares of Common Stock Up to 11,569,920 Shares of Common Stock by the Selling Stockholders 366,533 warrants by the Selling Stockholders 6.00% Convertible Senior Notes due 2026 by the Selling Note

August 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001

August 12, 2022 EX-10.1

First Amendment to Credit Agreement with Bank of America, N.A., dated August 9, 2022

Exhibit 10.1 FIRST AMENDMENT TO CREDIT AGREEMENT THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this ?Amendment?), dated as of August 9, 2022 (the ?First Amendment Effective Date?), is entered into among BigBear.ai Holdings, Inc., a Delaware corporation (the ?Lead Borrower?), the other Borrowers party hereto, the Guarantors party hereto, the Lenders party hereto and Bank of America, N.A., as administra

August 9, 2022 EX-99.1

BigBear.ai Announces Second Quarter 2022 Financial Results

Exhibit 99.1 BigBear.ai Announces Second Quarter 2022 Financial Results ?Revenue of $37.6 million for the second quarter ended June 30, 2022 ?Gross margin of 25% for the second quarter ended June 30, 2022 ?Analytics segment adjusted gross margin of 39% for the second quarter of 2022 ?Expanded enterprise SaaS contracts in key commercial market ?Ending backlog of $325 million ?Revised 2022 financial

August 9, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 8, 2022 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Inco

July 14, 2022 CORRESP

601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 Facsimile: +1 212 446 4900 www.kirkland.com

601 Lexington Avenue New York, NY 10022 United States +1 212 446 4800 Facsimile: +1 212 446 4900 www.

June 24, 2022 SC 13D/A

BBAI / BigBear.ai Holdings, Inc. Common Stock / GigAcquisitions4, LLC - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* BigBear.ai Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 08975B109 (CUSIP Number) Jeffrey C. Selman DLA Piper LLP (US) 555 Mission Street, Suite 2400 San Francisco, CA 94105-2933 (Name, Address and Telepho

June 23, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) June 23, 2022 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Incor

June 21, 2022 EX-FILING FEES

Filing Fee Table.

EXHIBIT 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) BigBear.ai Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price Fee Rate Amount of Registr

June 21, 2022 S-1

As filed with the Securities and Exchange Commission on June 21, 2022 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIGBEAR.AI HOLDINGS, INC. (Exact n

Table of Contents As filed with the Securities and Exchange Commission on June 21, 2022 No.

June 17, 2022 424B7

BIGBEAR.AI HOLDINGS, INC. 12,325,772 Shares of Common Stock Up to 11,569,920 Shares of Common Stock by the Selling Stockholders 366,533 warrants by the Selling Stockholders 6.00% Convertible Senior Notes due 2026 by the Selling Noteholders Up to 23,7

Prospectus Supplement Filed Pursuant to Rule 424(b)(7) (to Prospectus dated May 23, 2022) Registration No.

June 6, 2022 EX-5.3

Consent of Ballard Spahr LLP dated June 6, 2022 (included in Exhibit 5.3).

Exhibit 5.3 June 6, 2022 BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 Re: Registration Statement on Form S-1 (Registration No. 333-261887), as amended (the ?Registration Statement?) Ladies and Gentlemen: We have acted as Pennsylvania counsel to ProModel Corporation, a Pennsylvania corporation (the ?Guarantor?), in connection with the registration of ce

June 6, 2022 EX-4.4

First Supplemental Indenture, dated June 6, 2022 among BigBear.ai Holdings, Inc., ProModel Corporation and Wilmington Trust, National Association.

Exhibit 4.4 FIRST SUPPLEMENTAL INDENTURE BIGBEAR.AI HOLDINGS, INC. THE GUARANTORS PARTY HERETO AND WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee Dated as of June 6, 2022 6.00% Convertible Senior Notes due 2026 THIS FIRST SUPPLEMENTAL INDENTURE (this ?Supplemental Indenture?), entered into as of June 6, 2022, among BIGBEAR.AI HOLDINGS. INC., a Delaware corporation (the ?Company?), BigBear.ai I

June 6, 2022 POS AM

As filed with the Securities and Exchange Commission on June 6, 2022

As filed with the Securities and Exchange Commission on June 6, 2022 No. 333-261887 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIGBEAR.AI HOLDINGS, INC. Additional Registrants Listed on Schedule A Hereto (Exact name of registrant as specified in its charter) Delaware 7372

June 6, 2022 EX-3.16

Amended and Restated Bylaws of ProModel Corporation, dated as of April 7, 2022.

Exhibit 3.16 AMENDED AND RESTATED BY-LAWS OF PROMODEL CORPORATION A Pennsylvania corporation (Adopted as of April 7, 2022) ARTICLE I OFFICES Section 1 Registered Office. The name of the corporation?s registered agent shall be C T Corporation System. The registered agent of the corporation may be changed from time to time by action of the board of directors. Section 2 Other Offices. The corporation

June 6, 2022 EX-3.15

Articles of Incorporation of ProModel Corporation filed with the Commonwealth of Pennsylvania Department of State, dated as of April 7, 2022, amended after the Creation Filing on August 21, 1986 by the Amendments filed on April 16, 1992, September 3, 1997, June 8, 1998, December 13, 1999, December 19, 2002, December 20, 2005, and August 31, 2010, the Change of Address filed on July 25, 2006 and the Articles of Amendment and the Statement of Merger filed on April 8, 2022.

Exhibit 3.15 COMMONWEALTH OF PENNSYLVANIA DEPARTMENT OF STATE 05/27/2022 TO ALL WHOM THESE PRESENTS SHALL COME, GREETING: ProModel Corporation I, Leigh M. Chapman, Acting Secretary of the Commonwealth of Pennsylvania, do hereby certify that the foregoing and annexed is a true and correct copy of Creation Filing filed on Aug 21, 1986 - Pages (2) Amendment filed on Apr 16, 1992 - Pages (2) Amendment

June 6, 2022 EX-22.1

List of Guarantor Subsidiaries.

Exhibit 22.1 Guarantor Subsidiaries of BigBear.ai Holdings, Inc. Set forth is a list of the guarantor subsidiaries of BigBear.ai Holdings, Inc. as of June 6, 2022 and their respective jurisdictions of organization. Name Jurisdiction of Formation BigBear.ai Intermediate Holdings, LLC Delaware BigBear.ai, LLC Delaware NuWave Solutions, L.L.C. Maryland PCI Strategic Management, LLC Maryland ProModel

June 2, 2022 424B3

BIGBEAR.AI HOLDINGS, INC. 12,325,772 Shares of Common Stock Up to 11,569,920 Shares of Common Stock by the Selling Stockholders 366,533 warrants by the Selling Stockholders 6.00% Convertible Senior Notes due 2026 by the Selling Noteholders Up to 23,7

Prospectus Supplement (to Prospectus dated May 23, 2022) Filed Pursuant to Rule 424(b)(3) Registration No.

June 2, 2022 EX-99.1

BigBear.ai Announces Key Leadership Appointments in Finance and Corporate Development Julie Peffer, Technology, Defense, and SaaS Veteran, to be Appointed Chief Financial Officer Josh Kinley to Drive M&A Strategy as Chief Corporate Development Office

Exhibit 99.1 BigBear.ai Announces Key Leadership Appointments in Finance and Corporate Development Julie Peffer, Technology, Defense, and SaaS Veteran, to be Appointed Chief Financial Officer Josh Kinley to Drive M&A Strategy as Chief Corporate Development Officer COLUMBIA, Md.? June 2, 2022?BigBear.ai (NYSE: BBAI), a leader in AI-powered analytics and cyber engineering solutions, today announced

June 2, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): June 2, 2022 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of Incorporation or Organization)

May 31, 2022 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): May 31, 2022 (May 29, 2022) BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of Incorporation or

May 23, 2022 424B3

BIGBEAR.AI HOLDINGS, INC. 12,325,772 Shares of Common Stock Up to 11,569,920 Shares of Common Stock by the Selling Stockholders 366,533 warrants by the Selling Stockholders 6.00% Convertible Senior Notes due 2026 by the Selling Noteholders Up to 23,7

Table of Contents Filed pursuant to Rule 424(b)(3) Registration No. 333-261887 PROSPECTUS BIGBEAR.AI HOLDINGS, INC. 12,325,772 Shares of Common Stock Up to 11,569,920 Shares of Common Stock by the Selling Stockholders 366,533 warrants by the Selling Stockholders 6.00% Convertible Senior Notes due 2026 by the Selling Noteholders Up to 23,709,503 Shares of Common Stock Underlying 2026 Convertible No

May 20, 2022 CORRESP

BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 May 20, 2022

BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive, Suite 200 Columbia, Maryland 21046 May 20, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Patrick Faller and Joshua Shainess Re: BigBear.ai Holdings, Inc. Amendment No. 7 to Registration Statement on Form S-1 Filed May 19, 2022 File No. 333-261887 Ladies a

May 19, 2022 EX-10.4

Form of BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Grant Notice (Employees).

Exhibit 10.4 BIGBEAR.AI HOLDINGS, INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE (EMPLOYEES) Pursuant to the terms and conditions of the BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan, as amended, restated or otherwise modified from time to time (the ?Plan?), BigBear.ai Holdings, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed be

May 19, 2022 EX-10.6

Form of BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan Restricted Stock Unit Grant Notice (Non-Employee Director).

Exhibit 10.6 BIGBEAR.AI HOLDINGS, INC. 2021 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT NOTICE (NON-EMPLOYEE DIRECTOR) Pursuant to the terms and conditions of the BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan, as amended, restated or otherwise modified from time to time (the ?Plan?), BigBear.ai Holdings, Inc., a Delaware corporation (the ?Company?), hereby grants to the individu

May 19, 2022 EX-21.1

Subsidiaries of the Registrant.

EX-21.1 5 d271170dex211.htm EX-21.1 Exhibit 21.1 Subsidiaries of Registrant Set forth is a list of the subsidiaries of BigBear.ai Holdings, Inc. as of May 1, 2022 and their respective jurisdictions of organization. Name Jurisdiction of Formation BigBear.ai Intermediate Holdings, LLC Delaware BigBear.ai, LLC Delaware NuWave Solutions, L.L.C. Maryland PCI Strategic Management, LLC Maryland ProModel

May 19, 2022 S-1/A

As filed with the Securities and Exchange Commission on May 1 9 , 2022 No. 333-261887 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 7 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIGBEAR.

Table of Contents As filed with the Securities and Exchange Commission on May 1 9 , 2022 No.

May 19, 2022 EX-10.5

Form of BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan Stock Option Grant Notice.

Exhibit 10.5 BIGBEAR.AI HOLDINGS, INC. 2021 LONG-TERM INCENTIVE PLAN STOCK OPTION GRANT NOTICE Pursuant to the terms and conditions of the BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan, as amended, restated or otherwise modified from time to time (the ?Plan?), BigBear.ai Holdings, Inc., a Delaware corporation (the ?Company?), hereby grants to the individual listed below (?Participant?) t

May 12, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

May 12, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 00

May 12, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

May 12, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

May 9, 2022 EX-99.1

BigBear.ai Announces First Quarter 2022 Financial Results

Exhibit 99.1 BigBear.ai Announces First Quarter 2022 Financial Results ?Revenue of $36.4 million for the quarter ended March 31, 2022 ?Gross margin of 27% for the quarter ended March 31, 2022 ?Analytics segment adjusted gross margin of 47% for the quarter ended March 31, 2022 ?Closed on the acquisition of ProModel Corporation on April 7, 2022 ?Fully settled the Forward Share Purchase Agreement obl

May 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) May 9, 2022 BigBear.ai Holdings, Inc. (Exact name of Registrant as Specified in Charter) Delaware 001-40031 85-4164597 (State or Other Jurisdiction of (Commission (IRS Employer Incorpo

April 29, 2022 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission f

April 18, 2022 S-1/A

As filed with the Securities and Exchange Commission on April 18, 2022 No. 333-261887 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 6 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 BIGBEAR.

Table of Contents As filed with the Securities and Exchange Commission on April 18, 2022 No.

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