BigBear.ai Holdings, Inc. (BBAI) · Quarterly Report (10-Q) SEC Filing

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited, in thousands, except share and per share data) June 30, 2026December 31, 2025 Assets Current assets: Cash and cash equivalents $36,278 $87,126 Restricted cash1,787 5,521 Available for sale investments, at fair value (amortized cost of $283,385 at June 30, 2026 and $200,468 at December 31, 2025) 282,913 200,461 Accounts receivable, less allowance for credit losses of $131 as of June 30, 2026 and $438 as of December 31, 2025 30,975 22,703 Contract assets 218 Prepaid expenses and other current assets 20,926 14,514 Total current assets 372,879 330,543 Non-current assets: Property and equipment, net 1,891 1,562 Goodwill 238,570 241,100 Intangible assets, net 130,844 139,470 Available for sale investments, at fair value (amortized cost of $91,010 at June 30, 2026 and $173,789 at December 31, 2025) 90,612 173,949 Right-of-use assets5,657 7,063 859 860 Total assets $841,312 $894,547 Liabilities and stockholders equity Current liabilities: Accounts payable $11,219 $6,088 Current portion of long-term debt, net 16,643 16,560 Accrued liabilities 15,690 19,649 Contract liabilities 10,180 14,756 Current portion of long-term lease liability846 1,095 Derivative liabilities10,455 116,906 Other current liabilities 694 10,466 Total current liabilities 65,727 185,520 Non-current liabilities: Long-term debt, net 90,484 Long-term lease liability5,261 6,673 70,988 282,677 Common stock, par value $0.0001; 1,000,000,000 shares authorized and 479,494,493 shares issued and outstanding at June 30, 2026 and 500,000,000 shares authorized and 436,955,655 shares issued and outstanding at December 31, 2025 49 46 Additional paid-in capital1,719,285 1,534,792 (57,350) Accumulated deficit (948,067)(865,555) Accumulated other comprehensive loss(943)(63) Total stockholders equity770,324 611,870 Total liabilities and stockholders equity$841,312 $894,547 The accompanying notes to the condensed consolidated financial statements are an integral part of these statements. 4 BIGBEAR.AI HOLDINGS, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited, in thousands, except share and per share data) Six Months Ended June 30, 2026202520262025$36,749 $32,472 $71,184 $67,229 24,698 24,359 47,412 51,728 12,051 8,113 23,772 15,501 31,848 21,487 61,073 44,219 7,562 4,393 13,095 8,559 384 1,899 384 3,597 815 2,033 70,636 70,636 (28,558)(90,302)(52,813)(111,510)307 4,419 624 9,535 (3,817)(1,704)(7,602)(2,260)471 135,751 20,596 169,087 15,826 2,577 225 (163)236 117 (25,744)(228,605)(82,493)(290,566)5 14 19 39 $(25,749)$(228,619)$(82,512)$(290,605)$(0.05)$(0.71)$(0.17)$(0.97)$(0.05)$(0.71)$(0.17)$(0.97)479,119,921 320,591,204 476,079,687 299,666,133 479,119,921 320,591,204 476,079,687 299,666,133 (205) (1,023) 25 (282)143 (270)(180)(282)(880)(270)$(25,929)$(228,901)$(83,392)$(290,875) Common stockAdditionalAcc. otherTreasuryAccumulatedTotal stockholders SharesAmountpaid in capitalcomprehensive lossstockdeficitequity As of March 31, 2026477,014,064 $49 $1,713,437 $(763)$ $(922,318)$790,405 Net loss (25,749)(25,749) Foreign currency translation adjustments 25 25 Unrealized losses on available for sale investments, net (205) (205) Equity-based compensation expense 4,743 4,743 Exercise of options6,941 13 13 2,158,079 (498) (498) 315,409 1,590 1,590 As of June 30, 2026 479,494,493 $49 $1,719,285 $(943)$ $(948,067)$770,324 Common stockAdditionalAcc. otherTreasuryAccumulatedTotal stockholders SharesAmountpaid in capitalcomprehensive income (loss)stockdeficitequity As of March 31, 2025289,052,369 $31 $888,608 $133 $(57,350)$(633,627)$197,795 Net loss (228,619)(228,619) Foreign currency translation adjustments (282) (282) Equity-based compensation expense 4,319 4,319 Exercise of options141,780 240 240 Issuance of shares for paid-in-kind interest on 2029 Notes1,084,119 4,095 4,095 Issuance of shares for equity-based compensation awards, net of tax settlements3,004,152 (362) (362) 75,317,313 8 288,287 288,295 Issuance of shares purchased under ESPP571,875 1,069 1,069 As of June 30, 2025369,171,608 $39 $1,186,256 $(149)$(57,350)$(862,246)$266,550 Common stockAdditionalAcc. otherTreasuryAccumulatedTotal stockholders SharesAmountpaid in capitalcomprehensive lossstockdeficitequity As of December 31, 2025436,955,655 $46 $1,534,792 $(63)$(57,350)$(865,555)$611,870 Net loss (82,512)(82,512) Foreign currency translation adjustments 143 143 Unrealized loss on available for sale investments, net (1,023) (1,023) Equity-based compensation expense 8,166 8,166 Exercise of options43,430 80 80 Issuance of shares upon conversion of 2029 Notes38,069,987 3 233,354 233,357 Issuance of shares purchased under ESPP315,409 1,590 1,590 Issuance of shares for equity-based compensation awards, net of tax settlements4,110,012 (1,347) (1,347) (57,350) 57,350 479,494,493 $49 $1,719,285 $(943)$ $(948,067)$770,324 Six Months Ended June 30, 2025 Common stockAdditionalAcc. otherTreasuryAccumulatedTotal stockholders SharesAmountpaid in capitalcomprehensive income (loss)stockdeficit(deficit) equity As of December 31, 2024 251,554,378 $26 $625,130 $121 $(57,350)$(571,641)$(3,714) Net loss (290,605)(290,605) Foreign currency translation adjustments (270) (270) Equity-based compensation expense 11,719 11,719 Exercise of options1,125,214 1,633 1,633 Issuance of shares for equity-based compensation awards, net of tax settlements6,124,374 2 (1,681) (1,679) Issuance of shares for paid-in-kind interest on 2029 Notes1,084,119 4,095 4,095 Proceeds from exercise of the 2024 warrants14,800,000 1 113,952 113,953 Issuance of shares upon conversion of 2029 Notes16,658,335 2 135,597 135,599 Issuance of shares purchased under ESPP571,875 1,069 1,069 Issuance of shares from at-the-market offering77,253,313 8 294,742 294,750 369,171,608 $39 $1,186,256 $(149)$(57,350)$(862,246)$266,550 20262025$(82,512)$(290,605)13,887 6,921 82 4,790 (638) 8,166 11,719 70,636 429 624 42 351 15,826 2,577 20,596 169,087 (8,868)10,267 218 194 (6,003)(592)5,002 (5,039)(584)4,765 (4,542)1,925 (1,309)1,848 (40,208)(10,532)(78,986) 79,486 (10,183) (635)(85) (2,699)(10,318)(2,784) 64,673 (551) (451) 300,000 (5,250) (4,679)(4,523) 1,590 1,069 80 1,633 (1,347)(1,679)(4,200)354,765 144 (745)(54,582)340,704 92,647 50,141 20262025$38,065 $390,845 $233,356 $135,597 $ $4,095 $ $49,832 June 30, 2026December 31, 2025$36,278 $87,126 1,787 5,521 $38,065 $92,647 Six Months Ended June 30, 2026202520262025$ $1,899 $ $3,597 June 30, 2025$ $2,129 $619 Additions Settlements(619) As of June 30, 2026 $ The restructuring expenses for all periods presented are recorded in the restructuring charges line on the condensed consolidated statements of operations and comprehensive loss. The restructuring accrual is included in the other current liabilities line in the 11 Table of Contents BIGBEAR.AI HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, thousands of U.S. dollars unless stated otherwise) condensed consolidated balance sheets. As of December 31, 2025, there was $0.6 million left to be paid under the 2025 restructuring event. The final payment was completed in the second fiscal quarter of 2026. 2026 Restructuring Plan During 2026, the Company initiated an additional restructuring program focused on organizational realignment, resulting in employee severance costs of approximately $0.4 million. This initiative followed a comprehensive review of the Company s cost structure and operating model. As part of the 2026 Restructuring Plan, the Company reduced its workforce and reduced and realigned operating expenses. The following table presents the employee separation costs, net of tax, associated with this restructuring plan for the following periods, as well as the unpaid employee separation costs remaining related to the organizational restructurings at the end of each period: Six Months Ended June 30, 2026202520262025$384 $ $384 $ June 30, 2025$ $ $ Additions384 Settlements(384) As of June 30, 2026 $ The restructuring expenses for all periods presented are recorded in the restructuring charges line on the condensed consolidated statements of operations and comprehensive loss. The restructuring accrual is included in the other current liabilities line in the condensed consolidated balance sheets. As of June 30, 2026, there are no charges left to be paid under the 2026 restructuring events. The final payment was completed in the second fiscal quarter of 2026. Note 4 Business Combinations Ask Sage Acquisition On December 31, 2025, pursuant to the agreement and plan of merger ( Ask Sage Merger Agreement ), dated November 10, 2025, by and among Atlas 2025 Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company ( Ask Sage Merger Sub ) and Ask Sage, Inc., a Delaware corporation ( Ask Sage or Seller ) and Shareholder Representative Services LLC, a Colorado limited liability company solely in its capacity as the representative of the Ask Sage securityholders, pursuant to which, among other matters, Ask Sage Merger Sub merged with and into Ask Sage with Ask Sage Merger Sub ceasing to exist and Ask Sage surviving as a wholly-owned subsidiary of the Company ( Ask Sage Merger ). Purchase consideration for the Ask Sage Merger and the related transactions as contemplated by the Ask Sage Merger Agreement of $272.1 million, which was subject to customary adjustments for indebtedness, cash, working capital and transaction expenses, was comprised of $262.4 million of cash paid at closing of the Ask Sage Merger, $5.2 million of cash paid shortly after closing, and $4.5 million withheld under the terms of the Ask Sage Merger Agreement at the time of the closing to cover any post-closing 12 Table of Contents BIGBEAR.AI HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, thousands of U.S. dollars unless stated otherwise) adjustments to the purchase price ( Adjustment Escrow Amount ). The Company is required to segregate the Adjustment Escrow Amount from its corporate funds and is restricted from using it for operating expenses or any other corporate purposes. The cash withheld for the Adjustment Escrow Amount was presented in restricted cash on the Company s condensed consolidated balance sheets at December 31, 2025. The Adjustment Escrow Amount was settled during the three months ended June 30, 2026 and is presented as a financing activity in the condensed consolidated statements of cash flows. The following table summarizes the fair value of the consideration transferred and the fair values of the major classes of assets acquired and liabilities assumed as of the acquisition date. These fair values were based on management s estimates and assumptions; however, certain working capital amounts, income taxes, and residual goodwill remain preliminary and are subject to adjustment as additional information is obtained about the facts and circumstances that existed as of the acquisition date. The final determination of the fair values, related income tax impacts and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined. December 31, 2025Measurement period adjustments(1) December 31, 2025, as reported at June 30, 2026 Cash paid at closing $262,443 $ $262,443 Deferred consideration5,183 5,183 Adjustment Escrow Amount 4,000 515 4,515 Purchase consideration$271,626 $515 $272,141 Assets: Cash $33,418 $ $33,418 Accounts receivable 1,331 (553)778 Prepaid expenses and other current assets 256 409 665 84,290 84,290 $119,295 $(144)$119,151 Liabilities: Accounts payable3,354 105 3,459 3,675 (3,260)415 Contract liabilities11,622 (34)11,588 Other current liabilities13 13 21,660 21,660 Total liabilities acquired$40,324 $(3,189)$37,135 Fair value of net identifiable assets acquired78,971 3,045 82,016 Goodwill$192,655 $(2,530)$190,125 Weighted-average estimated useful lives Technology $65,220 7 years Licenses and certifications5,990 7 years Customer relationships 12,785 3 years Trade names295 1 year Total intangible assets$84,290 The fair value of the acquired technology and trade name was determined using the relief from royalty ( RFR ) method. The fair value of the acquired customer relationships was determined using the excess earnings method. The fair value of the acquired licenses and certifications was determined using the cost replacement method. 13 Table of Contents BIGBEAR.AI HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, thousands of U.S. dollars unless stated otherwise) The acquisition was accounted for as a business combination, whereby the excess of the purchase consideration over the fair value of identifiable net assets was allocated to goodwill. The goodwill reflects the potential synergies and expansion of the Company s offerings across product lines and markets complementary to its existing products and markets. For tax purposes, the goodwill related to the acquisition is not deductible. The following table presents the net revenues, net loss and transaction expenses related to the Ask Sage Merger included in the results of operations for the following period: $6,098 12,242 (1,777)444 70,482 Balance Sheet CaptionLevel 1 Level 2Level 3Total Recurring fair value measurements: Available for sale investmentsAvailable for sale investments$ $373,525 $ $373,525 Derivative liabilities 10,179 10,179 IPO Private WarrantsDerivative liabilities 28 28 2026 Notes Conversion OptionDerivative liabilities 248 248 2029 Notes Conversion OptionDerivative liabilities Goodwill Goodwill $ $ $238,570 $238,570 Balance Sheet CaptionLevel 1Level 2Level 3Total Available for sale investments$ $374,410 $ $374,410 Derivative liabilities 16,437 16,437 IPO Private WarrantsDerivative liabilities 128 128 2026 Notes Conversion OptionDerivative liabilities 1,585 1,585 2029 Notes Conversion OptionDerivative liabilities 98,756 98,756 Goodwill Goodwill $ $ $241,100 $241,100 The changes in the fair value of the Level 3 liabilities are as follows: IPO private warrants2026 Notes Conversion Option2029 Notes Conversion Option 16,437 $128 $1,585 $98,756 Additions Changes in fair value(100)(1,337)28,291 Settlements (127,047) June 30, 202610,179 $28 $248 $ 15 Table of Contents BIGBEAR.AI HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, thousands of U.S. dollars unless stated otherwise) Note 6 Investments in Debt Securities The Company s investments in debt securities comprise U.S. Treasury securities and corporate bonds and are classified as available for sale ( AFS ), and recorded at fair value. Unrealized gains and losses on AFS investments, net of applicable taxes, are reported in other comprehensive (loss) income. The table below summarizes the Company s AFS investments: June 30, 2026 Amortized cost Allowance for credit losses Gross unrealized gainsGross unrealized lossesFair value U.S. Treasury securities$101,014 $ $ $(293)$100,721 Corporate bonds273,381 1 (578)272,804 $374,395 $ $1 $(871)$373,525 December 31, 2025 Amortized costAllowance for credit lossesGross unrealized gainsGross unrealized lossesFair value U.S. Treasury securities$131,229 $ $123 $(2)$131,350 Corporate bonds243,028 129 (97)243,060 $374,257 $ $252 $(99)$374,410 December 31, 2025 Weighted-average yield of AFS investments 4.22 %3.85 % The table below presents the interest income on AFS investments, included within interest income on the condensed consolidated statements of operations and comprehensive loss, and fair value of AFS investments sold during the following periods: Six Months Ended June 30, 2026202520262025$3,479 $ $6,925 $ $1,229 $ $1,229 $ Within 1 year 1 to 5 years Balance sheet caption: Available for sale investments (current assets)Fair valueFair valueFair value U.S. Treasury securities$72,181 $72,050 28,833 $28,671 101,014 $100,721 Corporate bonds211,204 210,863 61,941 272,804 $283,385 $282,913 91,010 $90,612 374,395 $373,525 Within 1 year 1 to 5 years Balance sheet caption: Available for sale investments (current assets)Fair valueFair valueFair value U.S. Treasury securities$72,075 $72,116 59,154 $59,234 131,229 $131,350 Corporate bonds128,393 128,345 114,715 243,060 $200,468 $200,461 173,789 $173,949 374,257 $374,410 Note 7 Goodwill There were no goodwill impairment charges recorded during the three months and six months ended June 30, 2026. During the second quarter of fiscal 2025, we performed a triggering event analysis to determine if it was more likely than not that the fair value of the reporting unit was less than the carrying value. It was determined that there was a triggering event related to the downward revisions of the short and long-term forecasts. As a result of this assessment, we performed a quantitative impairment analysis and the Company recorded a $70.6 million non-cash impairment charge during the three months ended June 30, 2025. Our goodwill impairment test reflected an allocation of 50% and 50% between the income and market-based approaches, respectively. Significant inputs into the valuation models included the discount rate, EBITDA growth and estimated future cash flows. We used a discount rate of 12%, guideline peer group and their historical and forward-looking revenues in the goodwill impairment test. Subsequent to the impairment, there was no excess of reporting unit fair value over carrying value. Accumulated impairment losses to goodwill were $209.2 million as of June 30, 2026. The table below presents the changes in carrying amount of goodwill: $241,100 Measurement period adjustments to goodwill arising from the acquisition of Ask Sage(1) (2,530) $238,570 (1) Refer to Note 4 Business Combinations for details on the measurement period adjustments to goodwill. 17 Table of Contents BIGBEAR.AI HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, thousands of U.S. dollars unless stated otherwise) Note 8 Intangible Assets, net The intangible asset balances, accumulated amortization, and accumulated impairment are as follows: Gross carrying amount Accumulated amortization Accumulated impairment Impact of foreign currency translation Net carrying amount Weighted average useful life in years Customer relationships$109,555 $(23,879)$(43,264)$ $42,412 15.1 Licenses and certifications5,990 (428) 5,562 7.0 Technology110,755 (28,689)(9,547) 72,519 7.0 Internal Use Software43 $ 43 3.0 Software for sale18,355 (8,528) (85)9,742 3.0 Trade name1,855 (697)(592) 566 4.0 Total $246,553 $(62,221)$(53,403)$(85)$130,844 Gross carrying amountAccumulated amortization Accumulated impairment Impact of foreign currency translation Net carrying amountWeighted average useful life in years Customer relationships$109,055 $(20,650)$(43,264)$ $45,141 15.2 Licenses and certifications5,990 5,990 7.0 Technology106,255 (22,282)(9,547) 74,426 7.0 Software for sale18,020 (5,258) 361 13,123 3.0 Trade name1,855 (473)(592) 790 3.5 Total$241,175 $(48,663)$(53,403)$361 $139,470 The table below presents all amortization and impairment expense related to all intangible assets as well as amortization expense related to capitalized software for the following periods: Six Months Ended June 30, 2026202520262025$6,618 $3,340 $13,558 $6,690 $1,427 $615 $3,297 $1,240 $15,646 202724,123 202820,987 202914,112 203013,794 Thereafter42,182 Total estimated amortization expense$130,844 18 Table of Contents BIGBEAR.AI HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, thousands of U.S. dollars unless stated otherwise) Note 9 Prepaid Expenses and Other Current Assets The table below presents details on prepaid expenses and other current assets: December 31, 2025 Pre-contract costs(1) $4,898 $3,274 IT procurement assets4,346 Accrued interest receivable3,877 4,125 Prepaid insurance698 2,270 Prepaid marketing2,497 1,697 Prepaid software and subscriptions2,722 2,322 1,888 826 Total prepaid expenses and other current assets$20,926 $14,514 (1) Costs incurred to fulfill a contract in advance of the contract being awarded are included in prepaid expenses and other current assets if we determine that those costs relate directly to a contract or to an anticipated contract that we can specifically identify and contract award is probable, the costs generate or enhance resources that will be used in satisfying performance obligations, and the costs are recoverable (referred to as pre-contract costs). Note 10 Accrued Liabilities The table below presents details on accrued liabilities: December 31 2025 Payroll accruals(1) $14,460 $12,090 Accrued interest 357 356 Legal accruals250 275 Other accrued expenses623 6,928 $15,690 $19,649 (1) Inclusive of employer portion of taxes related to the vesting of equity awards and accrued subcontractor labor. Note 11 Debt The table below presents the Company s debt balances: December 31, 2025 2026 Convertible Notes$17,668 $17,668 2029 Convertible Notes 124,605 17,668 142,273 1,025 35,229 Total debt, net16,643 107,044 Less: current portion16,643 16,560 Long-term debt, net$ $90,484 19 Table of Contents BIGBEAR.AI HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, thousands of U.S. dollars unless stated otherwise) 2026 Convertible Notes On December 7, 2021, the Company issued $200.0 million of unsecured convertible notes (the 2026 Convertible Notes ) to certain investors. The 2026 Convertible Notes bear interest at a rate of 6.0% per annum, payable semi-annually, and not including any interest payments that are settled with the issuance of shares, were initially convertible into 17,391,304 shares of the Company s common stock at an initial conversion price of $11.50 (the Conversion Price ). The Conversion Price is subject to adjustments. On May 29, 2022, pursuant to the 2026 Convertible Notes indenture, the conversion rate applicable to the 2026 Convertible Notes was adjusted to 94.2230 (previously 86.9565) shares of common stock per $1,000 principal amount of 2026 Convertible Notes because the average of the daily volume-weighted average price of the common stock during the preceding 30 trading days was less than $10.00 (the Conversion Rate Reset ). After giving effect to the Conversion Rate Reset, the Conversion Price is $10.61 and the 2026 Convertible Notes are convertible into 18,844,600 shares, not including any interest payments that are settled with the issuance of shares. The 2026 Convertible Note financing matures on December 15, 2026. The Company may, at its election and subject to certain conditions, force conversion of the 2026 Convertible Notes after December 15, 2022 and prior to October 7, 2026 if the trading price of the Company s common stock exceeds 130% of the conversion price for 20 out of the preceding 30 trading days and the 30-day average daily trading volume ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to $3.0 million for the first two years after the initial issuance of the 2026 Convertible Notes and $2.0 million thereafter. In connection with such forced conversion, the conversion rate for the 2026 Convertible Notes will be increased but no Interest Make-Whole Payment (as defined below) will be made in connection with such forced conversion. In the event that a holder of the 2026 Convertible Notes elects to convert the 2026 Convertible Notes (a) prior to December 15, 2024, the Company will be obligated to pay an amount equal to twelve months of interest or (b) on or after December 15, 2024 but prior to December 15, 2025, any accrued and unpaid interest plus any remaining amounts that would be owed up to, but excluding, December 15, 2025 (such interest payments, Interest Make-Whole Payments ). The Interest Make-Whole Payments will be payable in cash or shares of the common stock, depending on the average of the daily volume-weighted average price per share of the Company s common stock for a specified period immediately prior to such conversion, as set forth in the Indenture. Following certain corporate events that occur prior to the maturity date or if the Company exercises its mandatory conversion right, the conversion rate will be increased in certain circumstances for a holder who elects, or has been forced, to convert its 2026 Convertible Notes in connection with such corporate events or such mandatory conversion. If a Fundamental Change (as defined in the 2026 Convertible Notes indenture) occurs prior to the maturity date, holders of the 2026 Convertible Notes will have the right to require the Company to repurchase all or any portion of their 2026 Convertible Notes in principal amounts of one thousand dollars or an integral multiple thereof, at a repurchase price equal to the principal amount of the 2026 Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the repurchase date. The 2026 Convertible Notes require the Company to meet certain financial and other covenants. As of June 30, 2026, the Company was in compliance with all covenants related to the 2026 Convertible Notes. The 2026 Convertible Notes contain conversion features that meet the definition of a derivative and require separate accounting treatment from the debt host. Refer to Note 17 Derivatives for more information on the 2026 Notes Conversion Option. The following table presents the carrying amounts and fair values associated with the 2026 Convertible Notes as of June 30, 2026. The fair value of the 2026 Convertible Notes is considered to be a Level 3 fair value measurement. Outstanding balanceUnamortized issuance costs and debt discountCarrying valueFair value 2026 Convertible Notes$17,668 $(1,025)$16,643 $17,192 20 Table of Contents BIGBEAR.AI HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, thousands of U.S. dollars unless stated otherwise) 2029 Convertible Notes On December 19, 2024, the Company entered into privately negotiated exchange agreements (each, an Exchange Agreement ) with a limited number of holders of the Company s 2026 Convertible Notes, to exchange the 2026 Convertible Notes for new senior secured convertible notes due 2029 (the 2029 Convertible Notes , together with the 2026 Convertible Notes, the Convertible Notes ). The Company exchanged (the Exchange Transaction ) approximately $124.6 million principal amount of the 2026 Convertible Notes for $182.3 million in aggregate principal amount of the Company s 2029 Convertible Notes and approximately $0.4 million in cash, with such cash payment representing the accrued and unpaid interest on the 2026 Convertible Notes at the time of the Exchange Transaction. The 2029 Convertible Notes bear interest at a rate of (i) 6.0% per annum, if interest is paid in cash and (ii) 7.0% per annum, if the Company elects, subject to certain conditions, to pay interest in kind with shares of its common stock. To the extent that the certain liquidity conditions of the Company and its subsidiaries are not satisfied as of the last business day of any calendar month, then with respect to the period applicable to the interest payment date immediately following the month in which such liquidity condition is not satisfied, the interest rate will be (i) 9.00% per annum, if interest is paid in cash and (ii) 10.00% per annum, if the Company elects, subject to certain conditions, to pay interest in kind with shares of its common stock (it being understood that such increased rate shall apply solely for such six-month period applicable to such interest payment date). Interest is payable semi-annually. The conversion rate is 281.4491 shares of common stock per $1,000 principal amount of 2029 Convertible Notes, which represents an initial conversion price of $3.55 per share of the Company s common stock. The conversion rate and the conversion price are subject to adjustments. In addition, if certain corporate events that constitute a Make-Whole Fundamental Change (as defined in the 2029 Convertible Notes Indenture, referenced below) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. The exchange was accounted for as an extinguishment of the 2026 Convertible Notes and the 2029 Convertible Notes were recognized at fair value, which approximated the carrying amount of the principal balances exchanged. For the year ended December 31, 2024, the Company recognized a loss on extinguishment of $31.3 million on the consolidated statements of operations related to the unamortized debt issuance costs of the exchanged 2026 Convertible Notes. The Company was in compliance with all covenants through the extinguishment of the exchanged 2026 Convertible Notes. The 2029 Convertible Notes were issued pursuant to, and are governed by, an indenture (the 2029 Convertible Notes Indenture ), dated as of December 27, 2024. The 2029 Convertible Notes will be fully and unconditionally guaranteed, on a senior, secured basis, by the Company and certain of its existing and future direct and indirect subsidiaries, subject to certain exceptions (the Guarantors ), and will initially be secured on a first-priority basis by substantially all assets of the Company and such Guarantors, subject to certain exceptions. Upon completion of the Exchange Transaction, the aggregate principal amount of the 2026 Convertible Notes outstanding was $17.7 million. The Company did not receive any cash proceeds from the issuance of the 2029 Convertible Notes pursuant to the Exchange Transactions. During the six months ended June 30, 2025, $57.7 million of the 2029 Convertible Notes were voluntarily converted by noteholders following the Exchange Transaction. These conversions have resulted in the issuance of 16.7 million shares of common stock. On January 2, 2026, the Company announced that all 2029 Convertible Notes outstanding as of January 16, 2026 (the Redemption Date ), would be redeemed for cash at a price equal to the principal amount of such notes plus accrued and unpaid interest, as provided by the terms of the Exchange Agreement. All of the 2029 Convertible Notes, with a par value of $124.6 million, were voluntarily converted by noteholders prior to the Redemption Date. These conversions resulted in the issuance of approximately 38.1 million shares of common stock in exchange for the retirement of the respective notes. Holders who converted their 2029 Convertible Notes were also entitled to an interest make-whole payment of up to 7.5% of the aggregate principal amount of notes converted, subject to reduction as further described in the 2029 Convertible Notes Indenture. Interest make-whole payments were paid in cash and shares of common stock, depending on the average of the daily volume-weighted average price per share of the Company s common stock for a specified period immediately prior to the conversion. Payment of the interest make-whole in shares was at a price equal to 95% of such average of the daily volume-weighted average price. The 2029 Convertible Notes contained conversion features that met the definition of a derivative and required separate accounting treatment from the debt host. Refer to Note 17 Derivatives for more information on the 2029 Notes Conversion Option. 21 Table of Contents BIGBEAR.AI HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, thousands of U.S. dollars unless stated otherwise) The table below summarizes the components of interest expense for the following periods: Six Months Ended June 30, 2026202520262025$266 $2,139 $542 $4,745 41 2,280 82 4,790 $307 $4,419 $624 $9,535 June 30, 2025 Weighted average remaining lease term (years) 6.477.79 Weighted average discount rate14.91%13.62% The table below summarizes total lease costs for the following periods: Six Months Ended June 30, 2026202520262025$500 $644 $1,004 $1,321 91 73 169 168 15 30 $606 $717 $1,203 $1,489 Six Months Ended June 30, 2026202520262025$144 $69 $262 $96 20251,061 $1,193 $992 20271,350 20281,312 20291,336 20301,551 Thereafter3,168 Total future minimum lease payments$9,709 Less: amounts related to imputed interest3,602 Present value of future minimum lease payments6,107 Less: current portion of long-term lease liability846 Long-term lease liability$5,261 Note 13 Income Taxes Six Months Ended June 30, 2026202520262025 % % %(0.1)% The Company was taxed as a corporation for federal, state and local income tax purposes for the three and six months ended June 30, 2026 and June 30, 2025. The effective tax rate for the three and six months ended June 30, 2026 and June 30, 2025 differ from the U.S. federal income tax rate of 21.0% primarily due to foreign, state, and local income taxes, permanent differences between book and taxable income, certain discrete items, and the change in valuation allowance. On July 4, 2025, the One Big Beautiful Bill Act ( OBBBA ) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. We have assessed its impact on our financial statements and OBBBA did not have a material impact on our financial statements. December 31, 2025 Common stock: Authorized shares of common stock1,000,000,000500,000,000 Common stock par value per share$0.0001 $0.0001 Common stock outstanding at the period end479,494,493 436,955,655 Treasury Stock These shares are measured at cost and presented as treasury stock on the condensed consolidated balance sheets and condensed consolidated statements of stockholders equity (deficit). During the six months ended June 30, 2026, we retired 9,952,803 shares of treasury stock. As a result of this retirement, we reclassified a total of $57.4 million from treasury stock to additional paid-in capital, on the condensed consolidated balance sheets and condensed consolidated statements of stockholders equity (deficit). Dividend Rights Subject to applicable law and the rights, if any, of the holders of any outstanding series of the Company s preferred stock or any class or series of stock having a preference over or the right to participate with the Company s common stock with respect to the payment of dividends, dividends may be declared and paid ratably on the Company s common stock out of the assets of the Company that are legally available for this purpose at such times and in such amounts as the Company s Board of Directors (the Board ) in its discretion shall determine. Voting Rights Each outstanding share of the Company s common stock is entitled to one vote on all matters submitted to a vote of stockholders. Holders of shares of common stock do not have cumulative voting rights. Conversion or Redemption Rights The Company s common stock is neither convertible nor redeemable. Liquidation Rights Upon the Company s liquidation, the holders of the Company s common stock are entitled to receive pro rata the Company s assets that are legally available for distribution, after payment of all debts and other liabilities and subject to the prior rights of any holders of the Company s preferred stock then outstanding. 24 Table of Contents BIGBEAR.AI HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, thousands of U.S. dollars unless stated otherwise) Preferred Stock The table below presents the details of the Company s authorized preferred stock as of the following periods: December 31, 2025 Preferred stock: Authorized shares of preferred stock1,000,0001,000,000 Preferred stock par value per share$0.0001 $0.0001 Preferred stock outstanding at the period end The Company s Board may, without further action by the Company s stockholders, from time to time, direct the issuance of shares of preferred stock in series and may, at the time of issuance, determine the designations, powers, preferences, privileges and relative participating, optional or special rights as well as the qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption and liquidation preferences, any or all of which may be greater than the rights of the Company s common stock. Satisfaction of any dividend preferences of outstanding shares of the Company s preferred stock would reduce the amount of funds available for the payment of dividends on shares of the Company s common stock. Upon the affirmative vote of a majority of the total number of directors then in office, the Company s Board may issue shares of the Company s preferred stock with voting and conversion rights which could adversely affect the holders of shares of the Company s common stock. Note 16 At-the-Market Offering In April 2023, the Company filed an automatic shelf registration statement on Form S-3 (the 2023 Shelf Registration Statement ) with the SEC registering an indeterminate amount of its common stock, preferred stock, warrants, rights, and units (collectively, Company securities ), which the SEC declared effective on April 21, 2023. Pursuant to the Company s controlled equity offering agreement (the Controlled Equity Offering Agreement ) dated as of May 10, 2024, with Cantor Fitzgerald & Co. ( Cantor ), as sales agent, under an at the market offering program (the ATM Program ), the Company agreed to pay commissions to Cantor as its sales agent for their service with respect to the sales of common stock through the ATM Program. Pursuant to the Controlled Equity Offering Agreement, the Company may offer and sell common stock from time to time to or through Cantor, subject to the Company s compliance with applicable laws and the applicable requirements of the Controlled Equity Offering Agreement. The Controlled Equity Offering Agreement stipulates that the Company will pay Cantor a commission of up to 3.0% of the gross offering proceeds of any shares of common stock sold to or through Cantor pursuant to the Controlled Equity Offering Agreement. The Company intends to use the net proceeds from sales of common stock issued under the ATM Program for general corporate and working capital purposes. The timing of any sales and the number of shares sold will depend on a variety of factors to be determined and considered by the Company. The Company is not obligated to sell any shares under the Controlled Equity Offering Agreement. In May 2024, the Company filed a prospectus supplement to the 2023 Shelf Registration Statement which allows the Company to sell, from time to time and at its discretion, Company securities having an aggregate offering price of up to $150.0 million including shares of common stock that may be sold pursuant to the Company s Controlled Equity Offering Agreement. In June 2025, the Company filed a prospectus supplement to the 2023 Shelf Registration Statement which allows the Company to sell, from time to time and at its discretion, Company securities having an aggregate offering price of up to $150.0 million including shares of common stock that may be sold pursuant to the Company s Controlled Equity Offering Agreement. During the six months ended June 30, 2025, the Company sold 77,253,313 shares of common stock under the ATM Program for an aggregate offering price of $300.0 million. Total issuance costs related to the ATM Program were approximately $5.2 million, resulting in aggregate net proceeds of approximately $294.8 million during the six months ended June 30, 2025. During the remainder of the year ended December 31, 2025, the Company filed an additional prospectus supplement to the 2023 Shelf Registration Statement which allowed the Company to sell, from time to time and at its discretion, Company securities having an aggregate offering price of up to $487.1 million including shares of common stock that may be sold pursuant to the Company s Controlled Equity Offering Agreement (the August 2025 Sales Agreement ). During the remainder of the year ended December 31, 2025, the Company sold 140,317,313 shares of common stock under the August 2025 Sales Agreement for an 25 Table of Contents BIGBEAR.AI HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, thousands of U.S. dollars unless stated otherwise) aggregate offering price of $630.5 million. Total issuance costs related to the ATM Program were approximately $8.2 million, resulting in aggregate net proceeds of approximately $622.3 million. December 31, 2025$248$1,585$10.61$10.61$3.67$5.400.50.9110.00%110.00%3.90%3.50% % %Six Months Ended June 30, 2026202520262025$85 $(2,790)$1,337 $(2,468) Value of 2029 Notes Conversion Option ($ thousands) 98,756 Conversion price (dollars) 3.55 Common stock price (dollars) 5.40 Expected option term (years) Expected volatility Risk-free rate of return Expected annual dividend yield During the six months ended June 30, 2025, $57.7 million of the 2029 Convertible Notes were voluntarily converted by noteholders following the Exchange Transaction. These conversions resulted in the issuance of approximately 16.7 million shares of common stock in exchange for the retirement of the respective notes. Upon conversion of the notes, there was a mark-to-market adjustment to increase the debt conversion option derivative liability, resulting in a loss of $59.9 million, which is presented in net increase in fair value of derivatives on the condensed consolidated statements of operations and comprehensive loss. In conjunction with the conversion, a loss of $2.6 million was recognized related to the convertible debt discount and unamortized deferred financing costs, and is presented in loss on extinguishment of debt on the condensed consolidated statements of operations and comprehensive loss During the six months ended June 30, 2026, $124.6 million of the 2029 Convertible Notes were voluntarily converted by noteholders following the Exchange Transaction. These conversions resulted in the issuance of approximately 38.1 million shares of common stock in exchange for the retirement of the respective notes. Upon conversion of the notes, there was a mark-to-market adjustment to increase the debt conversion option derivative liability, resulting in a loss of $28.3 million, which is presented in net increase in fair value of derivatives on the condensed consolidated statements of operations and comprehensive loss. In conjunction with the conversion, a loss of $15.8 million was recognized related to the convertible debt discount and unamortized deferred financing costs, and is presented in loss on extinguishment of debt on the consolidated statements of operations. The following was recognized as a result of the change in fair value and is presented in net increase in fair value of derivatives on the condensed consolidated statements of operations and comprehensive loss: Six Months Ended June 30, 2026202520262025$ $(23,744)$(28,293)$(53,304)Six Months Ended June 30, 2026202520262025$ $ $ $(14,294)December 31, 2025$2.70$4.36$9.00$9.00$3.67$5.404.14.6130.00%130.00%4.13%3.66% % %Six Months Ended June 30, 2026202520262025$(567)$(12,818)$6,258 $(2,789)Six Months Ended June 30, 2026202520262025$ $ $ $270 December 31, 2025 IPO public warrants issued 12,252,439 12,252,439 IPO public warrants outstanding12,252,439 12,252,439 IPO Private Warrants The terms and provisions of the IPO public warrants above also apply to the private warrants issued by the Company ( IPO private warrants ). If the IPO private warrants are held by holders other than GigAcquisitions4, LLC ( Sponsor ), Oppenheimer & Co. Inc. and Nomura Securities International, Inc. (together, the Underwriters ), or any respective permitted transferees, the IPO private warrants will be redeemable by the Company and exercisable by the holders on the same basis as the IPO public warrants. The Sponsor, the Underwriters and any respective permitted transferees have the option to exercise the IPO private warrants on a cashless basis. 29 Table of Contents BIGBEAR.AI HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, thousands of U.S. dollars unless stated otherwise) The table below presents the value of the IPO private warrants under the Black-Scholes OPM using the following assumptions as of the following dates: December 31, 2025$0.38$1.75$11.50$11.50$3.67$5.400.40.9150.00%140.00%3.94%3.46% % %Six Months Ended June 30, 2026202520262025$9 $151 $100 $(69)December 31, 2025 IPO private warrants issued73,333 73,333 IPO private warrants outstanding73,333 73,333 Note 18 Equity-Based Compensation Class B Unit Incentive Plan In February 2021, the Company s former parent, BBAI Ultimate Holdings, LLC ( Former Parent ) adopted a compensatory benefit plan (the Class B Unit Incentive Plan ) to provide incentives to directors, managers, officers, employees, consultants, advisors and/or other service providers of the Company s Former Parent or its subsidiaries in the form of the Former Parent s Class B Units ( Incentive Units ). Incentive Units have a participation threshold of $1.00 and are divided into three tranches ( Tranche I, Tranche II, and Tranche III ). Tranche I Incentive Units are subject to performance-based, service-based and market-based conditions. The grant date fair value for the Incentive Units was $5.19 per unit. On July 29, 2021, the Company s Former Parent amended the Class B Unit Incentive Plan so that the Tranche I and the Tranche III Incentive Units immediately became fully vested, subject to continued employment or provision of services, upon the closing of the transaction stipulated in the Agreement and Plan of Merger (the Gig Business Combination Agreement ) dated June 4, 2021. The Company s Former Parent also amended the Class B Unit Incentive Plan so that the Tranche II Incentive Units will vest on any liquidation event, as defined in the Class B Unit Incentive Plan, rather than only upon the occurrence of an Exit Sale (as defined therein), subject to the market-based condition stipulated in the Class B Unit Incentive Plan prior to its amendment. The modification date fair value of the Incentive Units was $9.06 per unit. During the six months ended June 30, 2025, the Company s Former Parent sold its interest in BigBear. The liquidity event triggered the measurement of the market-related conditions of the unvested Tranche II Incentive Units. The market conditions were not met, and as a result, all unvested Incentive Units were forfeited. Stock Options On December 7, 2021, the Company adopted the BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan (the Plan ). The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by providing 30 Table of Contents BIGBEAR.AI HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, thousands of U.S. dollars unless stated otherwise) eligible employees, prospective employees, consultants and non-employee directors of the Company the opportunity to receive stock- and cash-based incentive awards. Pursuant to the Plan, the Company s Board of Directors grants certain grantees stock options ( Stock Options ) to purchase shares of the Company s common stock. The Stock Options vest over four years with 25% vesting on the one year anniversary of the grant date and 6.25% vesting on the last day of each calendar quarter thereafter until the grant is fully vested. Vesting is contingent upon continued employment or service to the Company and is accelerated in the event of death, disability, or a change in control, subject to certain conditions; both the vested and unvested portion of a grantee s Stock Options will be immediately forfeited and cancelled if the grantee ceases employment or service to the Company. The Stock Options expire on the 10th anniversary of the grant date. No Stock Options were granted during the six months ended June 30, 2026. Weighted-Average Exercise Price Per ShareWeighted-Average Remaining Contractual Life (in years)Aggregate Intrinsic Value 1,735,338 $2.80 7.56$4,684 (43,430)1.84 (156,415)2.09 Outstanding as of June 30, 2026 1,535,493 $2.86 7.38$1,831 Vested and exercisable as of June 30, 2026 1,097,017 $2.76 6.95$1,591 As of June 30, 2026 Unrecognized compensation costs related to the stock options $1,295 Weighted average recognition period for unrecognized compensation costs 2.41 years Restricted Stock Units During the six months ended June 30, 2026, pursuant to the Plan, the Company s Board communicated the key terms and committed to grant Restricted Stock Units ( RSUs ) to certain employees and certain nonemployee directors and consultants. The Company granted 6,272,734 RSUs to employees and 252,490 RSUs to nonemployee directors during the six months ended June 30, 2026. RSUs granted to employees generally vest over four years, with 25% vesting on the one year anniversary of the grant date and then 6.25% per each quarter thereafter on the two, three and four year anniversary of the grant date. RSUs granted to nonemployee directors vest 25% each quarter following the grant date or 100% upon the first anniversary of the grant date. Vesting of RSUs is accelerated in the event of death, disability, or a change in control, subject to certain conditions. 31 Table of Contents BIGBEAR.AI HOLDINGS, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited, thousands of U.S. dollars unless stated otherwise) The table below presents the activity and other information on the outstanding RSUs: RSUs OutstandingWeighted-Average Grant Date Fair Value Per Share 11,832,102 $2.73 Granted6,525,224 3.39 Vested(3,696,315)2.68 Forfeited(675,684)2.76 Unvested as of June 30, 2026 13,985,327 $3.04 As of June 30, 2026 Unrecognized compensation costs related to the RSUs $40,398 Weighted average recognition period for unrecognized compensation costs 2.81 years Performance Stock Units Pursuant to the Plan, the Company s Board communicated the key terms and granted Performance Stock Units ( PSUs ) to certain employees. The Company grants PSUs to certain employees with performance measures specific to the role of that employee or as a retention incentive ( Discretionary PSUs ). During the six months ended June 30, 2026, the Company granted no Discretionary PSUs. The Company granted zero Short-Term Incentive PSUs ( STI PSUs ) to employees, which contain performance measures based on a combination of the Company s financial performance as well as the individual s personal performance. The number of STI PSUs that will vest is based on the achievement of the performance criteria during each respective annual measurement period, provided that the employees remain in continuous service on each vesting date. Vesting will not occur unless a minimum performance criteria threshold is achieved. The table below presents the activity and other information on the outstanding PSUs: PSUs OutstandingWeighted-Average Grant Date Fair Value Per Share 2,830,998 $3.37 (1,040,410)3.84 Forfeited(1,790,588)3.68 Unvested as of June 30, 2026 $ December 1, 20255.346.050.500.50110 %110 %3.8 %3.8 % % %$2.44 $2.76 Six Months Ended June 30,202520262025$2,566 $2,439 $4,563 $6,526 1,577 1,349 2,782 3,885 600 531 821 1,308 $4,743 $4,319 $8,166 $11,719 Three Months Ended June 30,Six Months Ended June 30, Basic and diluted net loss per share2026202520262025$(25,749)$(228,619)$(82,512)$(290,605)479,119,921 320,591,204 476,079,687 299,666,133 479,119,921 320,591,204 476,079,687 299,666,133 $(0.05)$(0.71)$(0.17)$(0.97)$(0.05)$(0.71)$(0.17)$(0.97)Six Months Ended June 30, 20262025202620251,535,493 2,139,040 1,165,431 2,143,037 73,333 74,166 73,333 74,166 12,252,439 12,251,606 12,252,439 12,251,606 3,770,000 3,770,000 3,770,000 3,770,000 1,664,732 1,664,939 1,664,732 1,664,939 35,100,000 35,100,000 525,170 1,638,892 13,985,327 11,897,674 15,420,203 12,044,401 481,899 420,465 526,284 497,884 33,763,223 67,843,060 34,872,422 69,184,925 Six Months Ended June 30, 2026202520262025$17,852 $20,615 $34,985 $43,847 18,674 6,685 31,809 13,787 223 5,172 4,390 9,595 $36,749 $32,472 $71,184 $67,229 Three Months Ended June 30, 2025Over TimeTotal RevenuePoint in TimeOver TimeTotal Revenue$1,818 $34,931 $36,749 $1,619 $30,853 $32,472 Six Months Ended June 30, 2025Over TimeTotal RevenuePoint in TimeOver TimeTotal Revenue$3,564 $67,620 $71,184 $2,937 $64,292 $67,229 Six Months Ended June 30, 2026202520262025$31,565 $29,641 $61,499 $61,795 5,184 2,831 9,685 5,434 $36,749 $32,472 $71,184 $67,229 Six Months Ended June 30, 2026202520262025$438 $127 $438 $127 41 351 41 351 (348)(40)(348)(40) $131 $438 $131 $438 Six Months Ended June 30, 2026 TotalPercent of total revenuesTotalPercent of total revenues Customer A(1) $ %$ % Customer B 4,320 12 %7,996 11 % Customer C 4,839 13 % % Customer D 3,806 10 %7,353 10 % Customer E %7,120 10 % Customer F 5,725 16 %11,410 16 % All others 18,059 49 %37,305 53 % Total revenues $36,749 100 %$71,184 100 % Six Months Ended June 30, 2025 Percent of total revenuesTotalPercent of total revenues Customer A 3,562 11 %$10,160 15 % Customer B 15 %9,214 14 % Customer C (1) % % Customer D 10 %6,831 10 % Customer E 11 %6,962 10 % Customer F16 %9,999 15 % All others 37 %24,063 36 % Total revenues 32,472 100 %$67,229 100 % December 31, 2025$30,975 $22,703 $ $218 $10,180 $14,756 Six Months Ended June 30, 2026202520262025$58 $522 $(324)$932 $58 $412 $(324)$737 $ $ $ $ Next 12 months$5,732 13 to 24 months2,154 25 to 36 months 1,084 Thereafter244 Total remaining performance obligations $9,214 Note 21 Segments The Company has determined that it operates in a single operating and reportable segment as the Chief Operating Decision Maker ( CODM ) reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources, and evaluating financial performance. The Company s segment provides predictive analytics capabilities in highly complex, distributed, mission-based operating environments. It is a technology-led solutions organization, providing both software and services to our customers. The Company s CODM is its Chief Executive Officer. Consolidated net loss, as reported on the condensed consolidated statements of operations and comprehensive loss as consolidated net loss, is the primary measure of segment profitability used by the CODM to assess performance and to allocate resources to the segment. Consolidated net loss is used to monitor budget versus actual results. The monitoring of budgeted versus actual results is used in assessing performance of the segment and in establishing management s compensation. All expense categories on the condensed consolidated statements of operations and comprehensive loss are significant and there are no other significant segment expenses that would require disclosure or are regularly provided to the CODM. The measure of segment assets is reported on the condensed consolidated balance sheets as total consolidated assets. Assets provided to the CODM are consistent with those reported on the condensed consolidated balance sheets. Six Months Ended June 30, 2026202520262025$36,749 $32,472 $71,184 $67,229 24,698 24,359 47,412 51,728 12,051 8,113 23,772 15,501 31,848 21,487 61,073 44,219 7,562 4,393 13,095 8,559 384 1,899 384 3,597 815 2,033 70,636 70,636 (28,558)(90,302)(52,813)(111,510)307 4,419 624 9,535 (3,817)(1,704)(7,602)(2,260)471 135,751 20,596 169,087 15,826 2,577 225 (163)236 117 (25,744)(228,605)(82,493)(290,566)5 14 19 39 $(25,749)$(228,619)$(82,512)$(290,605)Change 20262025Amount% $36,749 $32,472 $4,277 13.2 % Revenues increased by $4.3 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 primarily due to the inclusion of Ask Sage during three months ended June 30, 2026. Cost of Revenues Three Months Ended June 30,Change 20262025Amount% $24,698 $24,359 $339 1.4 % Cost of revenues as a percentage of revenues67 %75 % Change 20262025Amount% SG&A$31,848 $21,487 $10,361 48.2 % SG&A as a percentage of revenues87 %66 % SG&A expenses as a percentage of total revenues for the three months ended June 30, 2026 increased to 87% as compared to 66% for the three months ended June 30, 2025. The year-over-year increases include Ask Sage s headcount and operating expenses not present in three months ended June 30, 2025, as well as significant investments in sales, marketing and other initiatives during three months ended June 30, 2026. Research and Development Three Months Ended June 30,Change 20262025Amount% Research and development$7,562 $4,393 $3,169 72.1 % Research and development expenses increased by $3.2 million during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. The increase in research and development expenses was driven by higher headcount and fewer projects qualifying for software capitalization compared to three months ended June 30, 2025. During the three months ended June 30, 2025, $1 million of research and development costs were capitalized compared to $0 for the three months ended June 30, 2026. Restructuring Charges Three Months Ended June 30,Change 20262025Amount% Restructuring charges$384 $1,899 $(1,515)(79.8)% Restructuring charges decreased by $1.5 million during three months ended June 30, 2026 as compared to three months ended June 30, 2025. Restructuring charges consist of employee separation costs related to strategic cost saving initiatives to better align our organization and cost structure and improve the affordability of our products and services as well as employee separation costs associated with strategic changes in certain key leadership roles. Transaction Expenses Three Months Ended June 30,Change 20262025Amount% Transaction expenses$815 $ $815 100.0 % Transaction expenses for the three months ended June 30, 2026 consist of diligence, legal and other related expenses associated with the Ask Sage and CargoSeer acquisitions. Goodwill impairment Three Months Ended June 30,Change 20262025Amount% Goodwill impairment$ $70,636 $(70,636)(100.0)% During the three months ended June 30, 2025, the Company recognized a non-cash goodwill impairment charge of $70.6 million, driven by a change in forecast. Interest Expense Three Months Ended June 30,Change 20262025Amount% Interest expense$307 $4,419 $(4,112)(93.1)% 42 Table of Contents Interest expense during the three months ended June 30, 2026 and 2025 consists primarily of interest expense, debt issuance discount amortization, commitment fees and debt issuance cost amortization under our Convertible Notes. See the Liquidity and Capital Resources section below for more information. The change in interest expense during three months ended June 30, 2026 as compared to three months ended June 30, 2025 is primarily due to a lower average principal balance on the 2029 Convertible Notes due to the conversion of the remaining balance during the first quarter of 2026. Interest income Change 20262025% Interest Income$(3,817)$(1,704)(2,113)124.0 % The increase in interest income is primarily related to a higher average cash and investment balances during three months ended June 30, 2026 versus comparative periods resulting from cash raised through at-the-money equity issuances, and includes interest earned from our investments in debt securities. Net increase in fair value of derivatives Three Months Ended June 30,Change 20262025Amount% Net increase (decrease) in fair value of derivatives$471 $135,751 $(135,280)(99.7)% The net increase in fair value of derivatives of $0.5 million for the three months ended June 30, 2026 consists of fair value remeasurements of the 2026 Notes Conversion Option, IPO private warrants, and the 2025 RDO warrants. The net increase in fair value of derivatives of $135.8 million for the three months ended June 30, 2025 consists of fair value remeasurements of the 2029 Notes Conversion Option, 2026 Notes Conversion Option, IPO private warrants, and the 2025 RDO warrants. Other expense (income) Change 20262025% Other expense (income)$225 $(163)388 (238.0)% The change in other income during the three months ended June 30, 2026 as compared to the three months ended June 30, 2025 is primarily driven by foreign exchange losses and management fees on our debt securities portfolio. Income tax expense Three Months Ended June 30,Change 20262025Amount% Income tax expense$5 $14 $(9)(64.3)% Effective tax rate % % The effective tax rate for the three months ended June 30, 2026 and the three months ended June 30, 2025 are consistent. The effective tax rate for the three months ended June 30, 2026 and June 30, 2025 differs from the U.S. federal income tax rate of 21.0% primarily due to state and local income taxes, permanent differences between book and taxable income, certain discrete items, and the change in valuation allowance. The benefit for three months ended June 30, 2026 and 2025 primarily relates to state minimum taxes offset by income tax benefit derived from our United Kingdom entity. As of June 30, 2026, the Company has determined that it is not more-likely-than-not that substantially all of its deferred tax assets will be realized in the future, and continues to have a full valuation allowance established against its deferred tax assets. Refer to Note 13 Income Taxes of the Notes to condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for more information. 43 Table of Contents Comparison of the Six Months Ended June 30, 2026 and 2025 Revenues Change2025%$71,184 $67,229 3,955 5.9 %Change2025%$47,412 $51,728 (4,316)(8.3)%67 %77 %Change2025%$61,073 $44,219 16,854 38.1 %86 %66 %Change2025%$13,095 $8,559 4,536 53.0 %Change2025%$384 $3,597 (3,213)(89.3)%Change2025%$2,033 $ 2,033 100.0 %Change 20262025Amount% Goodwill impairment $ $70,636 $(70,636)(100.0)% During the six months ended June 30, 2025, the Company recognized a non-cash goodwill impairment charge of $70.6 million, driven by a change in forecast. Interest expense Change2025%$624 $9,535 (8,911)(93.5)%Change2025%$(7,602)$(2,260)(5,342)236.4 %Change2025%$20,596 $169,087 (148,491)(87.8)%Change2025%$15,826 $2,577 13,249 514.1 %Change2025%$236 $117 119 101.7 %Change2025%$19$39(20)(51.3)% %(0.1)%Six Months Ended June 30, 2026202520262025$(25,749)$(228,619)$(82,512)$(290,605)307 4,419 624 9,535 (3,817)(1,704)(7,602)(2,260)5 14 19 39 6,806 3,451 13,887 6,921 (22,448)(222,439)(75,584)(276,370)4,743 4,319 8,166 11,719 1,188 611 2,024 1,626 471 135,751 20,596 169,087 384 1,899 384 3,597 2,758 717 4,220 1,611 423 8 669 30 815 2,033 94 158 70,636 70,636 15,826 2,577 $(11,572)$(8,498)$(21,508)$(15,487)Includes employer payroll taxes due upon the vesting of equity awards granted to employees. (2) The change in fair value of derivatives during the three months ended June 30, 2026 consists of net losses related to the fair market value adjustments on the 2025 RDO Warrants, IPO private warrants, and 2026 Notes Conversion Option. The change in fair value of derivatives during the six months ended June 30, 2026 primarily relates to a $28.3 million mark-to-market loss for the 2029 Notes Conversion Options immediately prior to conversion. This was offset by net gains related to the fair market value adjustments on the 2025 RDO Warrants, IPO private warrants, and 2026 Notes Conversion Option of $7.7 million. The change in fair value of derivatives during the three months ended June 30, 2025 relates to the remeasurement of the 2025 warrants, IPO warrants and the 2026 and 2029 Notes Conversion Options derivative liabilities. The change during the six months ended June 30, 2025, relates to the $14.0 million loss recorded upon the exercise of the 2024 RDO and 2024 PIPE Warrants and issuance of the warrants in 2025 in connection with the warrant exercise agreements entered into on February 5, 2025. During the six months ended June 30, 2025,loss related to a mark-to-market adjustment of $59.9M adjustment for the debt to equity conversions during the period was reported. There was an offsetting gain related to the fair market value adjustment on the 2025 warrants and the private warrants of $2.6 million. Additionally, there was an loss of $7.0 million fair market value adjustment of the 2026 and 2029 Notes Conversion Option, during the six months ended June 30, 2025. Includes employee separation costs which are associated with strategic reviews of the Company s capacity and future projections to better align the organization and cost structure and improve the affordability of its products and services. (4) Non-recurring professional fees incurred in connection with discrete, non-recurring strategic initiatives, including business transformation and strategy realignment consulting services which management does not consider part of the Company s ongoing operating expenses. (5) Non-recurring litigation consists primarily of legal settlements and related fees for specific proceedings that we have determined arise outside of the ordinary course of business based on the following considerations which we assess regularly: (1) the frequency of similar cases that have been brought to date, or are expected to be brought within two years; (2) the complexity of the case; (3) the nature of the remedy(ies) sought, including the size of any monetary damages sought; (4) offensive versus defensive posture of us; (5) the counterparty involved; and (6) our overall litigation strategy. (6) Transaction expenses during the six months ended June 30, 2026 consist primarily of diligence, legal and other related expenses incurred associated with the Ask Sage and CargoSeer acquisitions. (7) Non-recurring internal integration costs related to the Ask Sage acquisition. (8) During the six months ended June 30, 2025, the company recognized a non-cash goodwill impairment charge primarily driven by a change in forecast during the second quarter of 2025. Loss on extinguishment of debt is related to voluntary conversions of the 2029 Notes to common stock and the related extinguishment of unamortized debt discount and debt costs. 20262025$(40,208)$(10,532)(635)(2,784)$(40,843)$(13,316)December 31, 2025 Funded$79,415 $54,859 Unfunded31,709 57,509 Priced, unexercised options148,996 130,564 Unpriced, unexercised options9,477 5,128 $269,597 $248,060 Liquidity and Capital Resources Sources of Liquidity Our primary sources of liquidity are cash flows provided by our operations and maturities of available-for-sale investments. We have also generated liquidity through our ATM programs, private placements of our common stock, and warrants. Our primary short-term cash requirements are to fund payroll obligations, working capital, operating lease obligations, interest payments and short-term debt, including current maturities of long-term debt. Working capital requirements can vary significantly from period to period, particularly as a result of the timing of receipts and disbursements related to long-term contracts. Based on our projected cash flow and liquidity needs, we believe that our cash from operating activities generated from continuing operations and our existing cash balance will be adequate for the next 12 months to meet our anticipated uses of cash flow. Our medium-term to long-term cash requirements are to service and repay debt and to invest in facilities, equipment, technologies, and research and development for growth initiatives. Our ability to fund our medium-term to long-term cash needs will depend, in part, on our ability to generate cash in the future, which depends on our future financial results. Our future results are subject to general economic, financial, competitive, legislative and regulatory factors that may be outside of our control. Our future access to, and the availability of credit on acceptable terms and conditions, is impacted by many factors, including capital market liquidity and overall economic conditions. ATM Program In April 2023, the Company filed an automatic shelf registration statement on Form S-3 (the 2023 Shelf Registration Statement ) with the SEC registering an indeterminate amount of its common stock, preferred stock, warrants, rights, and units (collectively, Company securities ), which the SEC declared effective on April 21, 2023. Pursuant to the Company s controlled equity offering agreement (the Controlled Equity Offering Agreement ) dated as of May 10, 2024, with Cantor Fitzgerald & Co. ( Cantor ), as sales agent, under an at the market offering program (the ATM Program ) the Company agreed to pay commissions to Cantor as its sales agent for their service with respect to the sales of common stock through the ATM Program. Pursuant to the Controlled Equity Offering Agreement, the Company may offer and sell common stock from time to time to or through Cantor, subject to the Company s compliance with applicable laws and the applicable requirements of the Controlled Equity Offering Agreement. The Controlled Equity Offering Agreement stipulates that the Company will pay Cantor a commission of up to 3.0% of the gross offering proceeds of any shares of common stock sold to or through Cantor pursuant to the Controlled Equity Offering Agreement. The Company intends to use the net proceeds from sales of common stock issued under the ATM Program for general corporate and working capital purposes. The timing of any sales and the number of shares sold will depend on a variety of factors to be determined and considered by the Company. The Company is not obligated to sell any shares under the Controlled Equity Offering Agreement. In May 2024, the Company filed a prospectus supplement to the 2023 Shelf Registration Statement which allows the Company to sell, from time to time and at its discretion, Company securities having an aggregate offering price of up to $150.0 million including shares of common stock that may be sold pursuant to the Company s Controlled Equity Offering Agreement. In June 2025, the Company filed a prospectus supplement to the 2023 Shelf Registration Statement which allows the Company to sell, from time to time and at its discretion, Company securities having an aggregate offering price of up to $150.0 million 49 Table of Contents including shares of common stock that may be sold pursuant to the Company s Controlled Equity Offering Agreement. During the six months ended June 30, 2025, the Company sold 142,253,313 shares of common stock under the ATM Program for an aggregate offering price of $300.0 million. Total issuance costs related to the ATM Program were approximately $5.2 million, resulting in aggregate net proceeds of approximately $294.8 million during the six months ended June 30, 2025. In August 2025, the Company filed an additional prospectus supplement to the 2023 Shelf Registration Statement which allowed the Company to sell, from time to time and at its discretion, Company securities having an aggregate offering price of up to $337.1 million including shares of common stock that may be sold pursuant to the Company s Controlled Equity Offering Agreement (the August 2025 Sales Agreement ). During the remainder of the year ended December 31, 2025, the Company sold 65,000,000 shares of common stock under the August 2025 Sales Agreement for an aggregate offering price of $337.1 million. Total issuance costs related to the ATM Program were approximately $3.1 million, resulting in aggregate net proceeds of approximately $334.0 million. As of June 30, 2026, no capacity remained available under the ATM programs. Available for Sale ( AFS ) Investments Net proceeds from the ATM Program not utilized to fund ongoing operating cash flows are invested in U.S. Treasury notes and corporate bonds. These debt securities are classified as available for sale and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive (loss) income. In order to ensure ongoing cash availability to fund operating expenditures and growth initiatives, maturities of individual AFS investments occur monthly and are reinvested if those funds are not required to supplement operating liquidity requirements. AFS investments do not have maturities that exceed 24 months from acquisition. The Company s investment policy requires that AFS investments not explicitly or implicitly guaranteed by the U.S. Government be issued by institutions highly rated by major rating agencies and have a long history of no credit losses. The investment policy also limits the concentration of AFS investments within a given sector and/or with any individual issuer. AFS investments are not callable prior to contractual maturity. As these debt securities are available for sale, they are included in the measure of total available liquidity in the table below at fair value. Proceeds from coupon payments or the maturity of AFS investments will increase the Company s total available liquidity to the extent the funds are not reinvested in additional AFS investments. Our available liquidity as of June 30, 2026 and December 31, 2025, consisted primarily of available cash and cash equivalents. The following table details our available liquidity: June 30, 2026December 31, 2025 Available cash and cash equivalents$36,278 $87,126 Available for sale investments 373,525 374,410 $409,803 $461,536 The following table summarizes borrowings under our debt obligations as of the dates indicated: June 30, 2026December 31, 2025 2026 Convertible Notes$17,668 $17,668 2029 Convertible Notes 124,605 Total debt17,668 142,273 1,025 35,229 Total debt, net16,643 107,044 Less: current portion16,643 16,560 Long-term debt, net$ $90,484 Convertible Notes On December 7, 2021, the Company issued $200.0 million of unsecured convertible notes (the 2026 Convertible Notes ) to certain investors. The 2026 Convertible Notes bear interest at a rate of 6.0% per annum, payable semi-annually, and not including 50 Table of Contents any interest payments that are settled with the issuance of shares, were convertible into 17,391,304 shares of the Company s common stock at an initial Conversion Price of $11.50. The Conversion Price is subject to adjustments, including but not limited to, the Conversion Rate Reset described below and in Note 11 Debt of the Notes to condensed consolidated financial statements included in this Quarterly Report on Form 10-Q. The 2026 Convertible Notes mature on December 15, 2026. On May 29, 2022, pursuant to the conversion rate adjustment provisions in the 2026 Convertible Notes indenture, the Conversion Price was adjusted to $10.61 (or 94.2230 shares of common stock per $1,000 principal amount of 2026 Convertible Notes) because the average of the daily volume-weighted average price of the common stock during the preceding 30 trading days was less than $10.00 (the Conversion Rate Reset ). Subsequent to the Conversion Rate Reset, the 2026 Convertible Notes are convertible into 18,844,600 shares, not including any interest payments that are settled with the issuance of shares. On December 19, 2024, the Company entered into privately negotiated exchange agreements (each, an Exchange Agreement ) with a limited number of holders of the Company s existing 2026 Convertible Notes, to exchange the existing convertible notes for new senior secured convertible notes due 2029 (the 2029 Convertible Notes , together with the 2026 Convertible Notes, the Convertible Notes ). The Company exchanged (the Exchange Transaction ) approximately $182.3 million principal amount of the 2026 Convertible Notes for $182.3 million in aggregate principal amount of the Company s 2029 Convertible Notes and approximately $0.4 million in cash, with such cash payment representing the accrued and unpaid interest on such then existing Convertible Notes. The 2029 Convertible Notes bear interest at a rate of (i) 6.0% per annum, if interest is paid in cash and (ii) 7.0% per annum, if we elect, subject to certain conditions, to pay interest in kind with shares of our common stock. To the extent that certain liquidity conditions of us and our subsidiaries are not satisfied as of the last business day of any calendar month, then with respect to the period applicable to the interest payment date immediately following the month in which such liquidity condition is not satisfied, the interest rate will be (i) 9.00% per annum, if interest is paid in cash and (ii) 10.00% per annum, if we elect, subject to certain conditions, to pay interest in kind with shares of our common stock (it being understood that such increased rate shall apply solely for such six-month period applicable to such interest payment date). The initial conversion rate is 281.4491 shares of common stock per $1,000 principal amount of 2029 Convertible Notes, which represents an initial conversion price of $3.55 per share of the Company s common stock. The conversion rate and the conversion price are subject to adjustments. The exchange was accounted for as an extinguishment of the 2026 Convertible Notes and the 2029 Convertible Notes were recognized at fair value, which approximated the carrying amount of the principal balances exchanged. The 2029 Convertible Notes were issued pursuant to, and are governed by, an indenture, dated as of December 27, 2024. The 2029 Convertible Notes will be fully and unconditionally guaranteed, on a senior, secured basis, by the Company and certain of its existing and future direct and indirect subsidiaries, subject to certain exceptions (the Guarantors ), and will initially be secured on a first-priority basis by substantially all assets of the Company and such Guarantors, subject to certain exceptions. Upon completion of the Exchange Transaction, the aggregate principal amount of the 2026 Convertible Notes outstanding was $17.7 million. The Company did not receive any cash proceeds from the issuance of the 2029 Convertible Notes pursuant to the Exchange Transactions. During the six months ended June 30, 2025, $57.7 million of the 2029 Convertible Notes were voluntarily converted by noteholders following the Exchange Transaction. These conversions resulted in the issuance of 16.7 million shares of common stock. On January 2, 2026, the Company announced that all 2029 Convertible Notes outstanding as of January 16, 2026 (the Redemption Date ), would be redeemed for cash at a price equal to the principal amount of such notes plus accrued and unpaid interest, as provided by the terms of the Exchange Agreement. All of the 2029 Convertible Notes, with a par value of $124.6 million, were voluntarily converted by noteholders prior to the Redemption Date. These conversions resulted in the issuance of approximately 38.1 million shares of common stock in exchange for the retirement of the respective notes. The 2026 Convertible Notes require the Company to meet certain financial and other covenants. As of June 30, 2026, the Company was in compliance with all covenants related to the 2026 Convertible Notes. The following table presents the carrying amounts and fair values associated with the 2026 Convertible Notes as of June 30, 2026. The fair value of the 2026 Convertible Notes is considered to be a Level 3 fair value measurement. Outstanding balance Unamortized issuance costs Net principal balance Fair value 2026 Convertible Notes$17,668 $(1,025)$16,643 $17,192 20262025$(40,208)$(10,532)(10,318)(2,784)(4,200)354,765 144 (745)(54,582)340,704 92,647 50,141 $38,065 $390,845 Exhibit NumberDescription of ExhibitsFormDate FiledFile NumberOriginal Exhibit NumberFiled HerewithFurnished Herewith Second Amended and Restated Certificate of Incorporation of BigBear.ai Holdings, Inc., filed with the Secretary of State of the State of Delaware on December 7, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). 8-K12/13/2021001-400313.1 3.1Certificate of Amendment to BigBear.ai Holdings, Inc.'s Second Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on June 9, 2026 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on June 12, 2026) 8-K6/12/2026001-400313.1 3.2Amended and Restated Bylaws of BigBear.ai Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by BigBear.ai Holdings, Inc. on December 13, 2021). 8-K12/13/2021001-400313.2 3.3Amendment 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). 8-K3/27/2025001-400313.1 Certification of Chief Executive Officer (Principal Executive Officer) pursuant to Rules 13a-14(a) and 15d-14(a), under the Securities Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 31.2Certification of Chief Financial Officer (Principal Financial Officer) pursuant to Rules 13a-14(a) and 15d-14(a), under the Securities Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. X 32.1Certification of Chief Executive Officer (Principal Executive Officer) pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2Certification of Chief Financial Officer (Principal Financial Officer) pursuant to 18 U.S.C 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)X 101.SCHInline XBRL Taxonomy Extension Schema DocumentX 101.CALInline XBRL Taxonomy Extension Calculation Linkbase DocumentX 101.DEFInline XBRL Taxonomy Extension Definition Linkbase DocumentX 101.LABInline XBRL Taxonomy Extension Label Linkbase DocumentX 101.PREInline XBRL Taxonomy Extension Presentation Linkbase DocumentX 104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).X 55 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, BigBear.ai Holdings, Inc. has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: July 30, 2026 By:/s/ Kevin McAleenan NameKevin McAleenan Title:Chief Executive Officer (Principal Executive Officer) Date: July 30, 2026 By:/s/ Sean Ricker NameSean Ricker Title:Chief Financial Officer (Principal Financial Officer) 56