BigBear.ai Holdings, Inc. entered into an Open Market Sale Agreement with Jefferies LLC on July 31, 2026, allowing the company to sell up to 100,000,000 shares of its common stock from time to time through Jefferies as sales agent. Sales will be conducted as “at-the-market” offerings under the company’s existing Form S-3 registration statement and related prospectus supplement. Jefferies will receive compensation of up to 3.0% of gross proceeds, with customary indemnification provisions. Material exhibits filed: the Sales Agreement (Exhibit 1.1) and a legal opinion from Latham & Watkins LLP regarding the shares (Exhibit 5.1).
Original SEC Filing Text expand_more
Item 8.01. Other Events. On July 31, 2026, BigBear.ai Holdings, Inc. (the Company ) entered into an Open Market Sale Agreement TM (the Sales Agreement ) with Jefferies LLC, as sales agent (the sales agent ), pursuant to which the Company may, from time to time, sell up to an aggregate of 100,000,000 shares (the Shares ) of its common stock, par value $0.0001 per share (the Common Stock ), through the sales agent. The offer and sales under the Sales Agreement will be made pursuant to the Company s registration statement on Form S-3 (File No. 333-289678) (the Registration Statement ) filed with the Securities and Exchange Commission (the SEC ) on August 18, 2025, the base prospectus included in the Registration Statement (the Base Prospectus ), dated August 18, 2025, and a prospectus supplement (together with the Base Prospectus, the Prospectus ), dated July 31, 2026. Sales of the Shares, if any, will be made by any method that is deemed to be an at the market offering as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the Securities Act ). The compensation paid by the Company to the sales agent will be an amount equal to up to 3.0% of the gross proceeds from any Shares sold under the Sales Agreement. The Company has also agreed to provide indemnification and contribution to the sales agent with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended. The Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the terms of the Sales Agreement is qualified in its entirety by reference to such exhibit. In connection with the Prospectus, the legal opinion of Latham & Watkins LLP relating to the Shares to be sold pursuant to the Sales Agreement, is filed as Exhibit 5.1 to this Current Report on Form 8-K. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
