bbai-20260428


	Dear Fellow Stockholders We are pleased to invite you to attend the Annual Meeting of Stockholders of BigBear.ai Holdings, Inc. (“BigBear.ai,” the “Company,” “we,” “us,” or, when used in the possessive form, “our”) to be held on Tuesday, June 9, 2026, at 2:00 p.m. Eastern Time (the “Annual Meeting”). This year’s Annual Meeting will be conducted virtually, via live audio webcast. You will be able to attend the meeting online by visiting: https://www.virtualshareholdermeeting.com/BBAI2026AGM. You will be able to submit questions and vote your shares electronically during the meeting by logging in using the 16-digit control number included on your proxy card or on the voting instruction form accompanying these proxy materials. The accompanying proxy statement provides information about the matters we will ask you to consider at the Annual Meeting, which are:
Notice of Annual Meeting of Shareholders Date: Tuesday, June 9 2026 Time: 2:00 p.m., ET Place: Virtual Internet YOUR VOTE IS IMPORTANT ______ Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote.

	1	to elect the two nominees identified in the accompanying proxy statement to serve as Class II directors until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
	2	to approve on an advisory (non-binding) basis the frequency of future advisory votes on the compensation of our named executive officers;
	3	to approve on an advisory (non-binding) basis the compensation of our named executive officers;
	4	to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026;
	5	to approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company (the "Charter Amendment Proposal");
	6	to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Charter Amendment Proposal; and
	7	to transact other business as may properly come before the meeting or any adjournment or postponement thereof.



						Our Board of Directors (the “Board”) has set the record date as April 13, 2026. Only stockholders that owned shares of the Company’s common stock at the close of business on that day are entitled to notice of and may vote at the meeting or any adjournment or postponement thereof. Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote. You may vote by proxy over the Internet, by telephone, or by mail by following the instructions on the Notice of Internet Availability of Proxy Materials or, if you received a paper copy of the proxy materials, the proxy card. Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend. Sincerely, Peter Cannito Chair of the Board


1			to elect the two nominees identified in the accompanying proxy statement to serve as Class II directors until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
2			to approve on an advisory (non-binding) basis a vote on the frequency of future advisory votes on the compensation of our named executive officers;
3			to approve on an advisory (non-binding) basis the compensation of our named executive officers;
4			to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026;
5			to approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company (the “Charter Amendment Proposal”);
6			to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Charter Amendment Proposal; and
7			to transact other business as may properly come before the meeting or any adjournment or postponement thereof.

Householding. The Securities and Exchange Commission (“SEC”) rules permit us to print an individual’s multiple accounts on a single set of annual meeting materials. To take advantage of this opportunity, we have summarized on one set of annual meeting materials all of the accounts registered with the same tax identification number or duplicate name and address, unless we received contrary instructions from the impacted stockholder prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the annual meeting materials, as requested, to any stockholder to which a single copy of those documents was delivered. If you prefer to receive separate copies of the annual meeting materials, please contact the company by mail at 7950 Jones Branch Drive, 1st Floor North Tower, McLean, Virginia 22102, Attn: General Counsel and Secretary. A number of brokerage firms have instituted householding and have their own procedures for stockholders who wish to receive individual copies of the proxy materials.

The rules of the SEC permit us to furnish proxy materials, including this Proxy Statement, to our stockholders by providing access to such documents on the Internet instead of mailing printed copies. Stockholders will not receive paper copies of the proxy materials unless they request them. Instead, the Notice of Internet Availability of Proxy Materials (the “Notice and Access Card”) provides instructions on how to access and review on the Internet all of the proxy materials. The Notice and Access Card also instructs you as to how to authorize, via the Internet, your proxy to vote your shares according to your voting instructions. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials described in the Notice and Access Card.


1			the election of Kevin McAleenan and Pamela Braden as Class II directors to serve on the Board until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
2			advisory (non-binding) vote on the frequency of future advisory votes on the compensation of our named executive officers;
3			advisory (non-binding) vote on the compensation of our named executive officers;
4			the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026;
5			an amendment to the Company's Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company (the "Charter Amendment Proposal”);
6			an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Charter Amendment Proposal (the “Adjournment Proposal”); and
7			any other business as may properly come before the meeting or any adjournment or postponement thereof.


1	the election of Kevin McAleenan and Pamela Braden as Class II directors;	FOR
2	the approval, on a non-binding advisory basis, of the frequency for holding future advisory votes on the compensation of our named executive officers every ONE YEAR;	FOR
3	the approval, on a non-binding advisory basis, of the compensation of our named executive officers;	FOR
4	the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026;	FOR
5	the approval of an amendment to the Company's Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company (the "Charter Amendment Proposal");	FOR
6	the approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Charter Amendment Proposal; and	FOR
7	to transact other business as may properly come before the meeting or any adjournment or postponement thereof.	FOR

If you are a stockholder as of the Record Date and have logged in using your 16-digit control number, you may submit a question at any point during the meeting (until the floor is closed to questions) by typing your question into the “Ask a Question” field, and clicking “Submit.” Stockholder questions or comments are welcome, but we will only answer questions pertinent to Annual Meeting matters, subject to time constraints. Questions regarding personal matters and statements of advocacy are not pertinent to Annual Meeting matters and therefore will not be addressed. Questions or comments that are substantially similar may be grouped and answered together to avoid repetition. The audio broadcast of the Annual Meeting will be archived at https://www.virtualshareholdermeeting.com/BBAI2026AGM for at least one year.

A quorum of our shareholders must be present at the Annual Meeting for any business to be conducted. Under our Bylaws, the holders of record of one-third (33.33%) of the voting power of the issued and outstanding capital stock entitled to vote at the Annual Meeting, present in person or represented by proxy, constitute a quorum. If you authorize a proxy to vote electronically or you sign and return a paper proxy or voting instruction form, your shares will be counted to determine whether a quorum has been established even if you “withhold” your vote or fail to vote on a particular item of business. Abstentions and “broker non-votes” will also be considered present for the purpose of determining whether there is a quorum for the Annual Meeting.

A plurality of the votes cast by the shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote thereon is required to elect each nominee named herein. This means that the two nominees receiving the highest number of votes at the Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Votes that are “WITHHELD” with respect to one or more nominees will result in the respective nominee receiving fewer votes, but they will not count as votes against a nominee and will have no effect on the outcome of the election of those nominees. If you are a beneficial shareholder, your bank or broker is not permitted to vote your shares on this proposal if voting instructions are not received from you (this is commonly referred to as a “broker non-vote”). Broker non-votes are not considered votes cast and, therefore, will not impact the election of the nominees.

Stockholder proposals pursuant to SEC Rule 14a-8 for inclusion in the Company’s proxy statement and form of proxy for the Company’s Annual Meeting of Stockholders to be held in 2027, must be received by the Company’s Secretary at our principal executive offices at 7950 Jones Branch Drive, 1st Floor North Tower, McLean, Virginia 22102 no later than December 29, 2026. Shareholders wishing to make a director nomination or bring a proposal before the 2027 Annual Meeting of Stockholders (other than pursuant to Rule 14a-8) must provide written notice of such proposal to the Secretary at the Company’s principal executive offices at the address set forth above no later than the close of business on March 11, 2027 and not earlier than the close of business on February 9, 2027, assuming the Company does not change the date of the 2027 Annual Meeting of Stockholders by more than 30 days before or more than 70 days after the anniversary of the 2026 Annual Meeting. If so, the Company will release an updated time frame for stockholder proposals. Any stockholder proposal or director nomination must comply with the other provisions of the Company’s Bylaws (“Bylaws”) and be submitted in writing to the Secretary at the Company’s principal executive offices at the address set forth above.

The Board believes that in order for it to effectively guide the Company to long-term sustainable, dependable performance, it should be composed of individuals with sophistication and experience in the many disciplines that impact our business. In order to best serve our stockholders, our Board seeks to, as a whole, be competent in key corporate disciplines, including risk management, crisis management, leadership, regulatory issues, reputational issues, accounting and financial acumen, business judgment, governance, social responsibility, strategy and strategic planning. Additionally, we desire that the Board have specific knowledge related to our industry, such as expertise in defense, technology, and artificial intelligence. The Nominating and Corporate Governance Committee believes that all directors must, at a minimum, meet the criteria set forth in the Company’s Code of Conduct and Ethics and the Corporate Governance Guidelines, which specify, among other things, that the Nominating and Corporate Governance Committee will consider criteria such as independence, diversity, age, skills, and experience in the context of the needs of the Board. The Nominating and Corporate Governance Committee believes that diversity of backgrounds

and viewpoints is a key attribute for a director nominee. While we do not have a formal policy on diversity, when considering the selection of director nominees, the Nominating and Corporate Governance Committee will consider individuals with diverse viewpoints, accomplishments, cultural background, professional expertise, and diversity in gender, ethnicity, race, skills and geographic representation, that, when considered as a group, provide a sufficient mix of perspectives to allow the Board to best fulfill its responsibilities to the long-term interests of our stockholders. Currently, of the eight directors on our Board, two are women and one is racially/ethnically diverse. The Nominating and Corporate Governance Committee also will consider a combination of factors for each director, including (a) the nominee’s ability to represent all stockholders without a conflict of interest, (b) the nominee’s ability to work in and promote a productive environment, (c) whether the nominee has sufficient time and willingness to fulfill the substantial duties and responsibilities of a director, (d) whether the nominee has demonstrated the high level of character, ethics and integrity expected by the Company, (e) whether the nominee possesses the broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a publicly-traded company, (f) the nominee’s ability to apply sound and independent business judgment and (g) the diverse attributes of the nominee, such as differences in background, qualifications and personal characteristics.

The Nominating and Corporate Governance Committee has determined that all of our directors meet the criteria and qualifications set forth in the Company’s Code of Conduct and Ethics, the Corporate Governance Guidelines and the criteria set forth above for director nominees. Moreover, each director possesses the following critical personal qualities and attributes that we believe are essential for the proper functioning of the Board to allow it to fulfill its duties for our stockholders: accountability, ethical leadership, governance, integrity, risk management, and sound business judgment. In addition, our directors have the confidence to assess and challenge the way things are done and recommend alternative solutions, a keen awareness of our business and the regulatory and social realities of the environment in which we operate, the independence and high performance standards necessary to fulfill the Board’s oversight function, and the humility, professional maturity, and style to interface openly and constructively with other directors. Finally, the director biographies below include a non-exclusive list of other key experiences and qualifications that further qualify the individual to serve on the Board. These collective qualities, skills, experiences and attributes are essential to our Board’s ability to exercise its oversight function for the Company and its stockholders, and guide the long-term sustainable, dependable performance of the Company.

The Nominating and Corporate Governance Committee will consider stockholder nominations for membership on the Board. For the 2027 Annual Meeting of Stockholders, nominations may be submitted to 7950 Jones Branch Drive, 1st Floor North Tower, McLean, Virginia 22102, Attention: General Counsel and Secretary, and such nominations will then be forwarded to the Chair of the Nominating and Corporate Governance Committee. Recommendations must be in writing and we must receive the recommendation no later than the close of business on March 11, 2027 and not earlier than the close of business on February 9, 2027. Recommendations must also include certain other procedural requirements as specified in our Bylaws. In addition to satisfying the foregoing requirements under our Bylaws, to comply with the requirements set forth in Rule 14a-19 of the Exchange Act, shareholders who intend to solicit proxies in support of director nominees, other than the Board's nominees, must also provide written notice to the Secretary that sets forth the information required by Rule 14a-19(b) of the Exchange Act. Such notice must be postmarked or transmitted electronically to the Company at its principal executive offices, no later than April 12, 2027.

When filling a vacancy on the Board, the Nominating and Corporate Governance Committee will identify the desired skills and experience of a new director and will nominate individuals who it believes can strengthen the Board’s capabilities and further diversify the collective experience represented by the then-current directors. The Nominating and Corporate Governance Committee may engage third parties to assist in the search and provide recommendations. Also, directors are generally asked to recommend candidates for the position. The candidates will then be evaluated based on the process outlined in our Corporate Governance Guidelines and the Nominating and Corporate Governance Committee’s Charter, and the same process will be used for all candidates, including candidates recommended by stockholders.

Each nominee was recommended for re-election by the Nominating and Corporate Governance Committee for consideration by the Board and our stockholders. Each nominee has also consented to be named in this Proxy Statement and has agreed to serve if elected. If, before the Annual Meeting, any nominee becomes unable to serve or chooses not to serve, the Board may nominate a substitute. If that happens, the persons named as proxies on the proxy card will vote for the substitute. Alternatively, the Board may either let the vacancy stay unfilled until an appropriate candidate is identified or reduce the size of the Board to eliminate the unfilled seat.

Kevin McAleenan is the CEO of BigBear.ai, and serves on the company's Board of Directors. Before his promotion to CEO, Kevin served as President of BigBear.ai, where he led teams offering cutting-edge computer vision, simulation and modeling, and digital identity tools to support customers critical security and operational decisions. Kevin co-founded and led Pangiam as CEO and Chair of the Board until its acquisition by BigBear.ai, developing cutting edge biometric and AI products for security applications, for both government agencies and commercial customers.

Kevin brings experience from almost two decades of leadership in the U.S. Government to his role. He was the first career civil servant to be appointed and confirmed as Commissioner of U.S. Customs and Border Protection (CBP) in 2018, and he served most recently as Acting Secretary of the U.S. Department of Homeland Security (DHS) under President Donald Trump, where he led over 240,000 employees and oversaw operations at CBP, the Transportation Security Administration (TSA), the U.S. Coast Guard, the Cybersecurity and Infrastructure Security Agency (CISA), Secret Service, and others.

His past experiences include implementing innovations to the U.S. international arrival and departure process, developing comprehensive counter terrorism and risk management strategies, and overseeing the implementation of the U.S. government’s single window for international trade, a project that spanned over 4-dozen agencies. Kevin received several awards for his service and leadership including a Presidential Rank Award—the nation’s highest civil service award, a Service to America Medal, and multiple awards from travel and trade industry groups.

Kevin McAleenan

Age: 54

Director Since: 2025

Pamela Braden has served as a member of our Board since December 2021. Ms. Braden is an Operating Partner at AE Industrial, bringing over 35 years of experience in the defense, technology and government services industries. Prior to joining AE Industrial in 2022, Ms. Braden was the Chief Executive Officer and Founder of Gryphon Technologies, an engineering services firm that became an AE Industrial portfolio company in 2018. Under Ms. Braden’s leadership and AE Industrial’s guidance, Gryphon grew to over $300 million with 1,500 engineers and technical personnel over a period of three years. The company pivoted from a privately owned engineering services firm into a leader in digital engineering, working with cyber assessment tools, migrating engineering data to the cloud, and performing predictive analytics on that data for national security organizations. Prior to Gryphon, Ms. Braden served as an executive at various government sector focused startups that ultimately grew into successful large businesses. We believe that Ms. Braden’s decades of directorial experience in the defense field qualifies her to be a director on our Board.

Pamela Braden

Age: 68

Director Since: 2021

Peter Cannito has served as a member of our Board since December 2021. Mr. Cannito has served as Chairman and Chief Executive Officer of Redwire, a space solutions company, since June 2020. Mr. Cannito also serves as an Operating Partner at AE Industrial Partners (June 2019 to present). Prior to his current role, Mr. Cannito served as a consultant at NSNext, LLC from January 2019 until June 2019. Prior to that, Mr. Cannito served as the Chief Executive Officer of Polaris Alpha from June 2016 until December 2018, a high-tech solutions provider developing systems for the DoD and Intelligence Community. Prior to that, Mr. Cannito previously held executive roles, including Chief Executive Officer and Chief Operating Officer, at EOIR Technologies and he led a team of software and systems engineers at Booz Allen Hamilton focused on critical defense and intelligence programs. Mr. Cannito received a bachelor’s degree in Finance from the University of Delaware, an M.B.A. from the University of Maryland, and served as an officer in the U.S. Marine Corps. We believe that Mr. Cannito’s extensive experience in the defense, technology and government service industries qualifies him to serve as a director on our Board.

Peter Cannito

Age: 53

Director Since: 2021

Kirk Konert has served as a member of our Board since December 2021. Mr. Konert is a Managing Partner at AE Industrial Partners, LLC, a leading private investment firm focused on Aerospace, Space, Defense & Government Services. Mr. Konert has led the investments in, and sits on the boards of, multiple AE Industrial portfolio companies, including Firefly Aerospace, ThayerMahan, Redwire, York Space Systems, and RedLattice. Mr. Konert earned his undergraduate degree from Davidson College. We believe that Mr. Konert’s experience and history in portfolio company management qualifies him to be a director on our Board.

Kirk

Konert

Age: 39

Director Since: 2021

Sean Battle has served as a member of our Board since December 2021 and served as our Chief Strategy Officer from December 2020 to December 2021. Mr. Battle has over 30 years of distinguished experience in the Intelligence Community (IC) and the Department of Defense. Mr. Battle began his career as a Signals Analyst in the U.S. Air Force. Before co-founding PCI Strategic Management, LLC (PCI), Mr. Battle served as a Civilian Executive with the National Security Agency, where he was responsible for the End User Computing Portfolio for the Agency. Mr. Battle was responsible for developing and executing a technology modernization plan for all Agency employees in this role. As the former Chief Strategy Officer of BigBear, Mr. Battle was responsible for leading integration, marketing and communications, facilitating mergers and acquisitions, strategic partnerships, and licensing opportunities consistent with enterprise strategy, goals, and objectives. Mr. Battle joined BigBear.ai in 2021 upon the merger of NuWave Solutions and PCI. Previously, Mr. Battle was Co-Founder and Chief Executive Officer of PCI. As the Chief Executive Officer of PCI, Mr. Battle leveraged his extensive management and leadership experience to develop and execute PCI’s strategic plans, contract management, and business development. Under Mr. Battle’s leadership, PCI won four Prime contracts, expanded to 14 states, and has repeatedly been recognized as one of the best places to work both in the Mid-Atlantic and nationally. In a very competitive market, Mr. Battle’s strategic planning and leadership were crucial in guiding PCI from its infancy as a small business to a major player in the full and open marketplace. Mr. Battle holds a J.D. from the University of Maryland, Baltimore, School of Law and a B.S. in Business Administration from Hawaii Pacific University. Mr. Battle has been a member of the Maryland Bar for 18 years and is active in the Armed Forces Communication Electronics Association (AFCEA) and the Fort Meade Alliance (FMA). We believe that Mr. Battle is qualified to serve on our Board because of his extensive technology and data analytics experience, particularly working with various defense and intelligence agencies within the U.S. government.

Sean

Battle

Age: 56

Director Since: 2021

Paul Fulchino has served as a member of our Board since December 2021. Mr. Fulchino has served as Operating Partner of AE Industrial Partners, LLC since June 2015. In addition, Mr. Fulchino was the Chairman of AEI HorizonX Ventures between 2019 and 2023, where he served on the Executive Committee and the M&A Committee. Mr. Fulchino provides the Board with executive leadership and experience, strategic thinking and extensive knowledge and expertise regarding the commercial aviation industry, the Company’s customers and supply base, compensation and human resource matters, and mergers and acquisitions. Mr. Fulchino also brings valuable experience as a public company director, assisting Spirit AeroSystems Holdings since 2006 and Wesco Aircraft Holdings from 2008 to 2020 in that role.

Prior to his current role, Mr. Fulchino served as a Senior Advisor to Boeing from April 2010 until December 2014. Prior to that, Mr. Fulchino held executive roles, including Chief Executive Officer, at Aviall, in which period Aviall became a wholly owned subsidiary of Boeing. Mr. Fulchino was also President and Chief Operating Officer of B/E Aerospace and President and Vice Chairman of Mercer Management Consulting. Mr. Fulchino received a bachelor’s degree in Mathematics from Boston College and an M.B.A. from Columbia Business School. Mr. Fulchino also attended the United States Military Academy at West Point. We believe that Mr. Fulchino’s extensive experience in mergers and acquisitions and the commercial aviation industry, as well as his executive leadership experience qualifies him to serve as a director on our Board.

Paul Fulchino

Age: 79

Director Since: 2021

Dorothy D. Hayes has served as a member of our Board since December 2021. Ms. Hayes previously served on the board of directors and as Chair of both the Compensation Committee and Nominating and Corporate Governance Committee of GigCapital4, prior to its business combination with BigBear.ai in December 2021. Ms. Hayes also served on the board of directors and as Chair of the Audit Committee of GigCapital5 prior to its business combination with QT Imaging Holdings in March 2024. Ms. Hayes was appointed as a director of Redwire Corporation in October 2025 where she serves on the Audit Committee Chair (serving as the Chair since March 2026). She was appointed as a director of Intevac, Inc. in June 2019, where she served as the Chairwoman of the Audit Committee and a member of the Human Capital Committee until its acquisition by Seagate Technology in March 2025. From 2003 until her retirement in 2008, Ms. Hayes served as Corporate Controller and Chief Accounting Officer and later as Chief Audit Executive at Intuit, a business and financial software company. From 1999 until 2003, Ms. Hayes served as Vice President, Corporate Controller and Chief Accounting Officer of Agilent Technologies, a public research, development and manufacturing company. From 1989 until 1999, Ms. Hayes served as Assistant Corporate Controller, financial executive of the Measurement Systems Organization and Chief Audit Executive of Hewlett Packard, a multinational information technology company. From 1980 until 1989, Ms. Hayes served in various management functions including Vice President, Corporate Controller of Apollo Computer, a computer hardware and software company. Ms. Hayes previously served on the Board of Directors at First Tech Federal Credit Union, a cooperative financial institution from 2011 until April 2024, including as Board Chair from 2016 until April 2022. Prior to its merger with First Tech Federal Credit Union, Ms. Hayes also served on the Board of Directors of Addison Avenue Federal Credit Union from 2002 until 2011. Ms. Hayes previously chaired the Audit Committee of the Vantagepoint Funds, a captive mutual fund series of ICMA Retirement Corporation, and the Audit Committee for Range Fuels, a privately held biofuels company. Ms. Hayes currently serves as a board member and chairs the finance committee of the non-profit CoGenerate (formerly Encore.org). Ms. Hayes holds an M.S. in Finance from Bentley University (1987), and received both an MS in Business Administration (1976) and a B.A. in Elementary Education (1972) from the University of Massachusetts, Amherst. Ms. Hayes maintains the NACD Board Leadership Fellow credential and has been a several-time attendee at Stanford Directors College. Ms. Hayes participates actively in Women Corporate Directors (WCD) and the National Association of Corporate Directors (NACD). Ms. Hayes is a Senior Fellow of the American Leadership Forum—Silicon Valley, was a recipient of the YWCA TWIN award (1986) and was named to AGENDA Magazine’s Diversity 100—Top Diverse Board Candidates (2010). We believe that Ms. Hayes is qualified to serve on our Board based on her business experience and her financial expertise.

Dorothy D. Hayes.

Age: 75

Director Since: 2021

Anthony S. (Tony) Evangelista has served as a member of our Board of Directors since August 2025. Mr. Evangelista was a financial services partner at PricewaterhouseCoopers LLP (“PwC”) from 1996 until his retirement in July 2019. In both audit and consulting leadership roles across PwC’s New York, Hong Kong, London, and Boston offices, he advised multinational public companies on SEC compliance, global financial reporting, audit strategy, and corporate governance. He led and reviewed complex audits across the United States, Europe, and Asia, including engagements involving heightened regulatory scrutiny, and provided technical accounting, audit, and risk advisory guidance to boards of directors, audit committees, global regulators, and senior executives.

From 1993 to 1996, Mr. Evangelista served as Assistant Chief Accountant in the Division of Investment Management, Office of the Chief Accountant, at the U.S. Securities and Exchange Commission, where he provided regulatory oversight and policy guidance affecting registered entities, supported the Commission’s examination and enforcement activities, and interpreted and applied U.S. GAAP and SEC rules within a federal regulatory framework. From 1985 to 1993, he was employed by PwC.

Mr. Evangelista brings significant accounting and financial reporting expertise to our Board, including extensive experience with U.S. GAAP, auditing standards, internal control over financial reporting, and regulatory compliance. His background at PwC and the Securities and Exchange Commission provides him with deep insight into financial oversight and risk management. We believe Mr. Evangelista is well qualified to serve on our Board of Directors and as a member of the Audit Committee and Compensation Committee.

Anthony Evangelista

Age: 67

Director Since: 2025

Our Audit Committee is composed of Pamela Braden, Paul Fulchino, Anthony Evangelista and Dorothy D. Hayes, with Dorothy D. Hayes serving as chair thereof. We comply with the audit committee requirements of the SEC and NYSE. Our Board has determined that Pamela Braden, Paul Fulchino, Anthony Evangelista and Dorothy D. Hayes meet the independence requirements of Rule 10A-3 under the Securities Exchange Act of 1934 (“Exchange Act”) and the applicable listing standards of NYSE. Our Board determined that Dorothy D. Hayes and Anthony Evangelista are “audit committee financial experts” within the meaning of SEC regulations and applicable listing standards of NYSE. No member of the Audit Committee may serve simultaneously on the audit committee of more than three public companies (including the Company’s Audit Committee). The Audit Committee’s responsibilities include:

7.receiving and reviewing reports of the independent registered public accounting firm discussing (i) all critical accounting policies and practices to be used in the firm’s audit of the Company’s financial statements, (ii) all alternative treatments of financial information within GAAP that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm, (iii) other material written communications between the independent registered public accounting firm and management, such as any management letter or schedule of unadjusted differences and (iv) as applicable, assurance that Section 10A(b) of the Exchange Act has not been implicated;

14.reviewing periodically with the Company’s management, the independent registered public accounting firm and outside legal counsel (i) legal and regulatory matters which may have a material effect on the financial statements, and (ii) corporate compliance policies or codes of conduct, including any correspondence with regulators or government agencies and any employee complaints or published reports that raises material issues regarding the Company’s financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities; and

Fulchino and Dorothy D. Hayes is an independent director under the NYSE rules and each of Pamela Braden, Anthony Evangelista, Paul Fulchino, and Dorothy D. Hayes is an independent director under Rule 10A-3 of the Exchange Act. In making these determinations, the Board considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances that our Board deems relevant in determining independence, including the beneficial ownership of the Company’s common stock by each non-employee director, and the transactions involving them described in the section entitled “Certain Relationships and Related Party Transactions.”

Our Board currently comprises eight members. Our Board believes it is in the best interests of the Company for the Board to be classified into three classes, each comprising, as nearly as possible, one-third of the directors to serve three-year terms. Each Class II director, consisting of Pamela Braden and Kevin McAleenan has a term that expires at this Annual Meeting. Each Class III director, consisting of Peter Cannito, Anthony Evangelista and Kirk Konert, has a term that expires at the Company's annual meeting of stockholders in 2027. Each Class I director, consisting of Sean Battle, Paul Fulchino and Dorothy D. Hayes, has a term that expires at the Company’s annual meeting of stockholders in 2028, or in each case until their respective successors are duly elected and qualified, or until their earlier resignation, removal or death. In addition, our charter provides that at any time when AE BBAI Aggregator, LP, BBAI Ultimate Holdings, LLC, and their Permitted Transferees (as defined therein), beneficially owns, in the aggregate, less than 50% in voting power of the stock entitled to vote generally in the election of the directors, directors may be removed only for cause and only by the affirmative vote of the holders of at least 66 2/3% in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class. However, in any other circumstances our directors may be removed with or without cause by the affirmative vote of a majority in voting power of all outstanding shares of stock entitled to vote thereon, voting together in a single class.

With respect to the roles of Chair and Chief Executive Officer, the Corporate Governance Guidelines provide that the roles may be separated or combined, and the Board will exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. Since 2021, the role of Chair has been held by Peter Cannito. Since January 15, 2025, the role of Chief Executive Officer has been held by Kevin McAleenan. Given Mr. Cannito’s extensive experience in the defense, technology and government service industries, the Board determined that Mr. Cannito is best positioned to lead the Board in its ongoing oversight of the Company’s operations and strategy. Given Mr. McAleenan's business experience, particularly working in the highest levels of government and his intimate understanding of current national security priorities, the Board determined Mr. McAleenan is best positioned to serve as Chief Executive Officer of the Company.

Our Nominating and Corporate Governance Committee conducts an annual performance evaluation to determine whether the Board and its committees are functioning effectively. This includes survey materials as well as individual conversations between each director and the Chair of the Nominating and Corporate Governance Committee. However, the Nominating and Corporate Governance Committee conducts the evaluation in such manner as it deems appropriate. The Nominating and Corporate Governance Committee evaluation focuses on the Board’s and the committees’ contributions to the Company, with an enhanced focus on areas in which the Board or management believes that the Board could improve.

Our Board oversees an enterprise-wide approach to risk management, designed to support the achievement of organizational objectives, to improve long-term organizational performance, and to enhance stockholder value. A fundamental part of risk management is not only understanding the most significant risks a company faces and what steps management is taking to manage those risks but also understanding what level of risk is appropriate for a given company. The involvement of our full Board in reviewing our business is an integral aspect of its assessment of the Company’s risk profile and also its determination of what constitutes an appropriate level of risk.

While our full Board has overall responsibility for risk oversight, it has delegated primary oversight of certain risks to its committees. Our Audit Committee monitors our major financial risk exposures, and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Board of Directors, as well as the Audit Committee and Nominating and Governance Committee have oversight of risks from cybersecurity threats. Each of these bodies is informed of these risks at quarterly meetings at a minimum, and on an ad hoc basis, as necessary. Our Audit Committee also monitors compliance with legal and regulatory requirements, strategies and progress of audits and remediation efforts. Our Compensation Committee oversees the design and implementation of our compensation and benefits programs and policies and monitors the incentives created by these programs and policies to determine whether they encourage excessive risk-taking. Our Compensation Committee also assesses the relationship between risk management policies and practices and compensation, and evaluates compensation policies and practices that could mitigate any such risk. Our Nominating and Corporate Governance Committee oversees our major corporate governance risks.

The Company will send Participants a reminder of their enrollment status, including instructions on how to opt-out of the Voluntary Retail Voting Program, as well as how the shares were voted at this Annual Meeting. Participants who have selected to have their standing voting instruction apply to all matters will also receive an additional reminder prior to any stockholder meeting involving a proxy contest or merger and acquisition matters that require approval of stockholders under applicable state law or stock exchange rules. Both of these reminders will provide an option to adjust the Participant's program selection or to opt-out of the program entirely.

In accordance with Section 14A of the Exchange Act and the related rules of the SEC, stockholders are being asked, on an advisory basis, whether an advisory vote on executive compensation, as described in this Proposal No. 2, should be held every one, two or three years. Under applicable law and implementing regulations, stockholders must vote (on an advisory basis) on the executive compensation paid to its named executive officers at least every three years and on the frequency of such vote at least every six years. As this is our first proxy statement since we ceased to be an emerging growth company, this is the first time our stockholders are being asked to vote (on an advisory basis) for the frequency of advisory votes on executive compensation.

Our executive compensation program is designed to attract, motivate and retain outstanding individuals, encourage individual and collective contributions to the successful execution of our short- and long-term business strategies and creation of stockholder value over the long term. Our executive compensation programs and objectives are described in detail under the heading “Compensation Discussion and Analysis” and the level of compensation paid to our named executive officers during the last three years (as applicable) is set out in the Summary Compensation Table and related information. The compensation committee believes that our executive compensation program is effective in achieving these objectives.

Kevin McAleenan is the CEO of BigBear.ai, and serves on the Company's Board of Directors. Before his promotion to CEO, Kevin served as President of BigBear.ai, where he led teams offering cutting-edge computer vision, simulation and modeling, and digital identity tools to support customers critical security and operational decisions. Kevin co-founded and led Pangiam as CEO and Chair of the Board until its acquisition by BigBear.ai, developing cutting edge biometric and AI products for security applications, for both government agencies and commercial customers.

Kevin McAleenan

Age: 54

Chief Executive Officer

Sean Ricker. On October 14, 2025, the Board of Directors appointed Sean R. Ricker as Chief Financial Officer. Mr. Ricker served as interim Chief Financial Officer since June 6, 2025. Mr. Ricker served as the Company's Chief Accounting Officer from August 2022 to June 2025. He previously served as Corporate Controller since April 2021. Prior to that, Mr. Ricker was a Director at MorganFranklin Consulting (now Highspring) from 2019-2021. Mr. Ricker holds a Bachelor of Science in Accounting from the University of Maryland, College Park and is a Certified Public Accountant licensed in the Commonwealth of Virginia.

Sean

Ricker

Age: 38

Chief Financial Officer

Carolyn Blankenship. Ms. Blankenship has served as our General Counsel and Secretary since March 2022. From 2001 to 2022, Ms. Blankenship fulfilled numerous roles at Reuters and Thomson Reuters. First, she served as Vice President, Principal Legal Counsel specializing in Intellectual Property from 2001 to 2008. From 2008 to 2018, she was the Senior Vice President, Associate General Counsel specializing in Intellectual Property. From 2018 to 2022, she served as the General Counsel, Innovation & Product. Before 2001, Ms. Blankenship held a variety of IP-related positions as both in-house and outside counsel, including at Skadden, Arps, Slate, Meagher & Flom LLP and Priceline.com. Ms. Blankenship has also been a Visiting Lecturer at the University of Pennsylvania Carey Law School and Princeton University. As an undergraduate, Carolyn attended the Massachusetts Institute of Technology for two years and went on to earn a B.A. in Biology from Harvard College. She holds a Juris Doctor from Arizona State University College of Law and clerked for the Hon. Noel Fidel of the Arizona State Court of Appeals.

Carolyn Blankenship

Age: 63

General Counsel


What We Do						What We Don’t Do

•Emphasize variable pay over fixed pay, with a significant portion of pay outcomes tied to our financial results and stock performance						•No gross ups for section 280G-related excise taxes


•Conduct an annual review of the peer group used for executive compensation comparisons						•No significant perquisites


•Maintain a clawback policy						•No hedging or pledging of our stock


•Provide for “double-trigger” equity award vesting and severance benefits upon a change in control						•No pension or supplemental executive retirement plans


•Use an independent compensation consultant						•No incentive programs that create risks reasonably likely to have a material adverse impact on us

During the fiscal year ended December 31, 2025, we became a large accelerated filer and no longer qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. As such, our stockholders will have their first opportunity to cast a non-binding advisory vote to approve our executive compensation at the Annual Meeting and the frequency of future non-binding advisory votes to approve our executive compensation. We intend to consider the outcome of such say-on-pay votes when making compensation decisions regarding our executive compensation program. Following the vote at the Annual Meeting and depending on the outcome of Proposal No. 2 (regarding the frequency of future say-on-pay votes), our next say-on-pay vote is expected to occur at our 2027 annual meeting of stockholders.

The Role of the Board and the Compensation Committee. The Compensation Committee oversees the executive compensation program for our NEOs. The Compensation Committee is comprised of independent, non-employee members of the board of directors. The Compensation Committee works very closely with its independent compensation consultant and management to examine the effectiveness of our executive compensation program throughout the year. Details of the Compensation Committee’s authority and responsibilities are specified in its charter, which may be accessed at our website at www.BigBear.ai by selecting “Investors & Partners” and then “Governance.” The Compensation Committee makes all final compensation and equity award decisions regarding our NEOs, except for the CEO, whose compensation is determined by the independent members of the full board of directors, based upon recommendations of the Compensation Committee.

The Role of Peer Group Companies. The Compensation Committee strives to set a competitive level of total compensation for each NEO as compared with executive officers in similar positions at peer companies. For purposes of setting fiscal year 2025 compensation levels, in conjunction with the recommendation of Willis Towers Watson, the Compensation Committee considered publicly-available data for a group of peer companies (the, “2025 Compensation Peer Group”) listed below along with industry specific survey data, where appropriate. The 2025 Compensation Peer Group was selected primarily on the basis of (i) operating in a comparable or tangential industry with a focus on artificial intelligence, or providing software-oriented services; (ii) revenue between $17 million and $4 billion; and (iii) market caps in the range of $40 million to $424 billion.

Mr. McAleenan is party to an offer letter with the Company, dated January 15, 2025. Mr. McAleenan's offer letter provides for (i) an annualized base salary of $500,000; (ii) eligibility to participate in our STIP with an annual cash bonus target of 125% of Mr. McAleenan's annual base compensation based upon mutually developed performance objectives; and (iii) eligibility to participate in our employee benefit plans and programs in accordance with the terms and conditions of the applicable plans and programs. Mr. McAleenan's offer letter also provided for (x) an up-front time-based long-term incentive award with a grant date value of $4,000,000, delivered 50% in the form of RSUs and 50% in the form of stock options, and (y) beginning in 2025 and subject to Compensation Committee approval, a recurring annual grant estimated to be valued at 200% of Mr. McAleenan's base compensation and split (at the Compensation Committee’s discretion) between RSUs, PSUs, stock options and other long-term incentive vehicles. Mr. McAleenan's offer letter also provides for certain severance payments and benefits pursuant to the Executive Severance Plan (defined below).

In connection with Mr. Ricker’s election as Chief Financial Officer and pursuant to his offer letter dated October 9, 2025, Mr. Ricker is entitled to the following compensation: (i) an annualized base salary of $420,000; (ii) eligibility to participate in the Company's short-term incentive program with an annual bonus target of 100% of his base compensation based upon mutually developed performance objectives; (iii) a retention award in the form of 200,000 RSUs, which are scheduled to vest as follows: 50% on the first anniversary of the grant date, and 50% on the second anniversary of the grant date; (iv) beginning in 2025 and subject to Compensation Committee approval, a recurring annual grant estimated to be valued at 100% of base compensation and split (at the Compensation Committee's discretion) between restricted stock units, performance stock units, stock options and other long-term incentive vehicles; and (v) eligibility to participate in the Company's employee benefit plans and programs in accordance with the terms and conditions of the applicable plans and programs. Mr. Ricker's offer letter also provides for certain severance payments and benefits pursuant to the Executive Severance Plan.

In connection with Ms. Blankenship's election as General Counsel and Secretary and pursuant to her offer letter dated February 16, 2022, Ms. Blankenship is entitled to the following compensation : (i) an annualized base salary of $433,125 (after increases subsequent to her initial offer letter); (ii) eligibility to participate in the Company's short-term incentive program with an annual bonus target of 50% of her base compensation based upon mutually developed performance objectives; (iii) subject to Compensation Committee approval, a recurring annual grant estimated to be valued at 100% of base compensation and split (at the Compensation Committee's discretion) between restricted stock units, performance stock units, stock options and other long-term incentive vehicles; and (v) eligibility to participate in the Company's employee benefit plans and programs in accordance with the terms and conditions of the applicable plans and programs. While not included in Ms. Blankenship's offer letter, she has subsequently become eligible to receive certain severance payments and benefits pursuant to the Executive Severance Plan.

programs. Ms. Long’s offer letter also provided for (x) an up-front time-based long-term incentive award with a grant date value of $4,000,000, delivered 75% in the form of RSUs and 25% in the form of stock options, with a portion of the long-term incentive award valued at $200,000 and vested as of December 31, 2022, an additional 20% of the long-term incentive award vesting on the first anniversary of the grant date, and the remaining 75% vesting in equal quarterly installments on the last day of each of the calendar quarters immediately following the first anniversary of the grant date and (y) beginning in 2023 and subject to Compensation Committee approval, a recurring annual grant estimated to be valued at 200% of Ms. Long’s base compensation and split (at the Compensation Committee’s discretion) between RSUs, PSUs, stock options and other long-term incentive vehicles. Ms. Long’s offer letter also provided for certain severance payments and benefits pursuant to the Executive Severance Plan (defined below), as well as a one-time payment of $10,000, less applicable taxes and withholdings, to support Ms. Long’s search for and transition to another employer, including hiring a recruiting/placement firm. On January 15, 2025, Ms. Long stepped down from her role as Chief Executive Officer and entered into a separation agreement and general release with the Company, pursuant to which, in exchange for a release of claims in favor of the Company and continued compliance with her restrictive covenant obligations, Ms. Long is entitled to receive the following payments and benefits, in each case, less all applicable taxes, withholdings and authorized or required deductions: (i) a lump sum payment of $312,500, which is equivalent to one-half of Ms. Long's 2025 target annual bonus, (ii) $812,500 paid in the form of salary continuation over a period of 12 months on the second regularly scheduled Company payroll date following the Company’s receipt of the signed separation agreement, which is equivalent to Ms. Long's base salary for a period of 12 months plus the remaining one-half of Ms. Long's 2025 target annual bonus, and (iii) a lump sum payment of approximately $170,299, which is equivalent to twelve months of the employer share of health and welfare premiums for plans in which Ms. Long was enrolled in as of Ms. Long's separation date.

For the year ended December 31, 2025, Ms. Peffer was party to an offer letter with the Company, dated May 19, 2022. Ms. Peffer’s offer letter provided for (i) an annualized base salary of $420,000 (after increases subsequent to her initial offer letter); (ii) eligibility to participate in our STIP with an annual cash bonus target of 100% of Ms. Peffers’ annual base compensation based upon mutually developed performance objectives; (iii) an up-front time-based long-term incentive award with a grant date value of $400,000, delivered 50% in the form of RSUs and 50% in the form of stock options, (iv) starting in 2023, a recurring annual grant estimated to be valued at 100% of base compensation, and (v) eligibility to participate in our employee benefit plans and programs in accordance with the terms and conditions of the applicable plans and programs.

On June 6, 2025, Ms. Peffer stepped down from her role as Chief Financial Officer and entered into a separation agreement and general release with the Company, pursuant to which, in exchange for a release of claims in favor of the Company and continued compliance with her restrictive covenant obligations, Ms. Peffer is entitled to receive the following payments and benefits, in each case, less all applicable taxes, withholdings and authorized or required deductions: (i) $420,000 paid in the form of salary continuation over a period of 12 months on the second regularly scheduled Company payroll date following the Company’s receipt of the signed separation agreement, which is equivalent to Ms. Peffer's base salary for a period of 12 months, (ii) $420,000 paid over a period of 12 months on the second regularly scheduled Company payroll date following the Company’s receipt of the signed separation agreement, which is equivalent to 100% of Ms. Peffer's 2025 target annual bonus, and (iii) a lump sum payment of approximately $7,350.96, which is equivalent to twelve months of the employer share of health and welfare premiums for plans in which Ms. Peffer was enrolled in as of Ms. Peffer's separation date.

the STIP. Actual payouts depend on the achievement of pre-determined financial performance objectives and advancement of strategic priorities and can range from 0% to 125% of target award amounts. Target annual bonus opportunities are expressed as a percentage of base salary and were established by the level of responsibility of the NEO and their ability to impact overall results. The Compensation Committee also considers market data in setting target award amounts. See “Fiscal Year 2025 Annual Equity Bonus Payouts” below for information about target award opportunities for fiscal year 2025. To be eligible to receive their bonus, our Named Executive Officers must be employed on the last day of the applicable performance period.

For the year ended December 31, 2025, each of Mr. McAleenan, Mr. Ricker, Ms. Blankenship and Ms. Peffer (prior to her departure) were eligible to receive a target annual bonus pursuant to the STIP of the following percentage of such Named Executive Officer’s base salary if all performance targets were met or exceeded: (i) 125% for Mr. McAleenan, (ii) 75% for Mr. Ricker (weighted as 50% for six months and 100% for six months due to change in position), and (iii) 50% for Ms. Blankenship. The STIP bonus was to be delivered 100% in the form of PSUs. The grant date values of the STIP PSUs are reported in the Stock Awards column of the Summary Compensation Table.

Long-term equity incentives are designed to recognize the performance of our executives who drive the development and execution of our long-term business strategies and goals. These awards are designed to further align executives’ interests with those of our stockholders, reward executives for stockholder value creation, maintain the competitiveness of our total compensation packages, foster executive stock ownership, and promote retention. We grant long-term incentive awards in the form of equity pursuant to the BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan. For fiscal year 2025, the equity awards granted were delivered in RSUs and Stock Options.

Clawback Policy. We have adopted the Clawback Policy (the “Clawback Policy”) to provide for the recovery or “Clawback” of excess incentive-based compensation earned by Covered Executives (as defined below) effective as of November 27, 2023. Under the Clawback Policy, “Covered Executive” means the Company’s current or former executive officers and such other senior executives or employees who may from time to time be deemed subject to the policy by the Compensation Committee. Under the Clawback Policy, we will recover reasonably promptly the amount of erroneously awarded incentive-based compensation in the event that we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error was corrected in the current period or left uncorrected in the current period. With certain exceptions as set forth in the Clawback Policy, we will also recover erroneously awarded incentive-based compensation in compliance with the Clawback Policy.

Hedging and Pledging Transactions & Insider Trading Compliance. Pursuant to our Insider Trading Policy, we prohibit our employees, directors and officers from engaging in hedging or monetization transactions, including the use of financial instruments, such as prepaid variable forwards, equity swaps, collars and exchange funds. Such hedging transactions may permit a director, officer or employee to continue to own Company securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other stockholders. Additionally, directors, officers and other employees are prohibited from holding our securities in a margin account or otherwise pledging our securities as collateral for a loan.

Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participants’ directions. We provide direct contributions in an amount equal to 3% of each participant's salary. We also match 100% of a participant’s contributions that exceed 3% of his or her base salary, with such matching contributions not to exceed 3% of the participant’s base salary. Employee elective deferrals are 100% vested at all times. As a U.S. tax-qualified retirement plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan and all contributions are deductible by us when made.

Upon termination of an Eligible Executive’s employment due to a Qualifying Termination (as defined below) that occurs outside of the 12-month period following a Change in Control Protection Period (as defined below) and so long as such Eligible Executive satisfies the conditions to payment of severance benefits described below, such Eligible Executive shall be entitled to receive the following severance benefits: (i) a cash severance payment in an amount equal to the product of (A) the sum of such Eligible Executive’s Base Salary and Target Bonus (each as defined in the Executive Severance Plan) and (B) (I) 1.0, for Tier 1 Executives (as defined in the Executive Severance Plan) and (II) 0.5 for Tier 2 Executives (as defined in the Executive Severance Plan), paid in a lump sum cash payment or as a salary continuation, at the Company’s sole discretion and (ii) a lump sum cash payment in an

Upon termination of an Eligible Executive’s employment due to a Qualifying Termination that occurs during a Change of Control Protection Period and so long as such Eligible Executive satisfies the conditions to payment of severance benefits described below, such Eligible Executive shall be entitled to receive the following severance benefits: (i) a lump sum cash payment in an amount equal to the product of (A) the sum of such Eligible Executive’s Base Salary and Target Bonus and (B) (I) two, for Tier 1 Executives and (II) one for Tier 2 Executives and (ii) a lump sum cash payment in an amount equal to the product of (A) the monthly amount of the Company’s contribution to the premiums for such Eligible Executive’s group health plan coverage (including coverage for such Eligible Executive’s spouse and eligible dependents), determined under the Company’s group health plans as in effect immediately prior to such Eligible Executive’s Date of Termination and (B) (I) 24, for Tier 1 Executives and (II) 12 for Tier 2 Executives.

Payment of the severance benefits under the Executive Severance Plan is subject to the Eligible Executive’s execution and non-revocation of a general release of claims in favor of BigBear.ai, LLC and the executive’s continued compliance with the terms of the Executive Severance Plan, including, but not limited to, the restrictive covenants obligations set forth therein (which include confidentiality, intellectual property, business opportunity and non-solicitation, and non-disparagement covenants). For participants in the Executive Severance Plan who are eligible for severance benefits under another individual agreement with the Company Group (as defined in the Executive Severance Plan), the Executive Severance Plan will supersede all prior agreements, practices, policies, procedures and plans relating to severance benefits. If the payments or benefits payable under the Executive Severance Plan would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, then those payments or benefits will be reduced (but not below zero) if such reduction would result in a better net after-tax position for the Eligible Executive.

“Cause” means unless otherwise determined by the Committee (as defined in the Plan) in the applicable award agreement, with respect to an Eligible Executive’s Termination of Service (as defined in the Plan): (a) in the case where there is no employment agreement, offer letter, consulting agreement, change in control agreement, or similar agreement in effect between the Company or an affiliate and the Eligible Executive at the relevant time of determination (or where there is such agreement in effect but it does not define “cause” (or words of like import)), the Eligible Executive’s (i) commission of, indictment for, or plea of guilty or no contest to, a felony (or state law equivalent) or a crime involving dishonesty, moral turpitude or fraud or the commission of any other act involving willful malfeasance or breach of fiduciary duty with respect to the Company or an affiliate; (ii) material non-performance of the Eligible Executive’s duties or failure to follow any lawful directive from the Company or any affiliate; (iii) conduct that brings or is reasonably likely to bring the Company or an affiliate negative publicity or into public disgrace, embarrassment, or disrepute or otherwise materially injures the integrity, character or reputation of the Company or an affiliate; (iv) fraud, theft, embezzlement, gross negligence or willful misconduct or other act involving dishonesty with respect to the Company or an affiliate; (v) violation of the Company’s or an affiliate’s written policies or codes of conduct, including written policies related to discrimination, harassment, retaliation, performance of illegal or unethical activities, or ethical misconduct; (vi) insubordination or failure to follow the directions of the Eligible Executive’s reporting supervisor and/or of the CEO of the Company or the Board, as applicable, or (vii) breach of any employment, consulting or similar agreement with the Company or any

“Disability” means, unless otherwise determined by the Committee in the applicable award agreement, with respect to an Eligible Executive’s Termination of Service, that the Eligible Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment, provided, however, for purposes of an Incentive Stock Option (as defined in the Plan), the term Disability shall have the meaning ascribed to it under Section 22(e)(3) of the Code. The determination of whether an Eligible Executive has a Disability shall be determined by the Committee, and the Committee may rely on any determination that an Eligible Executive is disabled for purposes of benefits under any long-term disability plan in which an Eligible Executive participates that is maintained by the Company or any affiliate.

“Good Reason” means the occurrence of any of the following events without the written consent of an Eligible Executive, unless such events are fully corrected in all material respects by the Company within 30 days following written notification by such Eligible Executive to the Company of the occurrence of one of the conditions set forth below: (i) a material reduction in an Eligible Executive’s Base Salary or Target Annual Bonus opportunity other than a general reduction in Base Salary or Target Annual Bonus opportunity that affects all similarly situated employees in substantially the same proportions; (ii) a material diminution in an Eligible Executive’s duties, authorities or responsibilities (other than temporarily while an Eligible Executive is physically or mentally incapacitated or as required by applicable law and excluding duties, authorities or responsibilities that have been assigned to an Eligible Executive on a temporary or interim basis); or (iii) a relocation of an Eligible Executive’s primary work location by more than 50 miles from such Eligible Executive’s primary work location immediately prior to such relocation.

As described above in the “—Narrative Disclosure to the Summary Compensation Table—Employment Arrangements with Named Executive Officers,” the offer letters with each of the Named Executive Officers provide for severance benefits upon the occurrence of certain terminations of employment in accordance with the terms of the Executive Severance Plan as described above in “—Additional Narrative Disclosure—Potential Payments Upon Termination or Change in Control—Executive Severance Plan”. Additionally, Ms. Long’s offer letter provides for one-time payment of $10,000, less applicable taxes and withholdings, to support Ms. Long’s search for and transition to another employer, including hiring a recruiting/placement firm.

On January 15, 2025, Ms. Long stepped down from her role as Chief Executive Officer and entered into a separation agreement and general release with the Company, pursuant to which, in exchange for a release of claims in favor of the Company and continued compliance with her restrictive covenant obligations, Ms. Long is entitled to receive the following payments and benefits, in each case, less all applicable taxes, withholdings and authorized or required deductions: (i) a lump sum payment of $312,500, which is equivalent to one-half of Ms. Long's 2025 target annual bonus, (ii) $812,500 paid in the form of salary continuation over a period of 12 months on the second regularly scheduled Company payroll date following the Company’s receipt of the signed separation agreement, which is equivalent to Ms. Long's base salary for a period of 12 months plus the remaining one-half of Ms. Long's 2025 target annual bonus, and (iii) a lump sum payment of approximately $170,299, which is equivalent to twelve months of the employer share of health and welfare premiums for plans in which Ms. Long was enrolled in as of Ms. Long's separation date.

In the event a Change in Control is consummated and the stock options are not assumed or substituted, any unvested portion of the stock option award that is outstanding as of immediately prior to the consummation of the Change in Control will automatically vest prior to the Change in Control, and the Board may, in its sole discretion, extend the exercise period of the stock option through any date that is prior to the 10th anniversary of the applicable grant date. Upon an executive’s termination of service due to death or Disability or upon an executive’s termination of service without Cause or resignation for Good Reason (each as defined below), in each case, within two years following the consummation of a Change in Control, any unvested portion of a stock option award, as of immediately prior to the executive’s termination of service, will automatically vest upon such termination of service. Additionally, Ms. Long’s offer letter provides that the portion of her up-front time-based long-term incentive award that was delivered in the form of stock options will accelerate upon a Change in Control.

For purposes of the Option Awards, RSUs, and PSUs, “Change in Control” has the meaning ascribed to such term in the Plan and generally means: (i) any person becoming the beneficial owner of securities representing 50% or more of the combined voting power of the Company’s then outstanding securities, (ii) a merger, reorganization or consolidation in which voting securities are issued unless the voting securities of the Company outstanding immediately prior to such transaction continue to represent more than 50% of the outstanding voting securities of the Company or surviving entity, (iii) during a period of two consecutive years, individuals who constitute the Board at the beginning of such period cease to constitute a majority of the Board (except for individuals whose election or nomination was approved by at least two-thirds of the directors still in office) or (iv) a complete liquidation or dissolution of the Company or a sale of substantially all the Company’s assets to a third party.

In the event a Change in Control is consummated and the RSUs are not assumed or substituted, any unvested portion of the RSUs that is outstanding as of immediately prior to the consummation of the Change in Control will automatically vest prior to the Change in Control. Additionally, for the RSUs held by the Named Executive Officers, upon the termination of the Named Executive Officer’s service due to death or Disability or upon an executive’s termination of service without Cause or resignation for Good Reason, in each case, within two years following the consummation of a Change in Control, any unvested portion of the RSUs as of immediately prior to the Named Executive Officer’s termination of service will automatically vest upon such termination of service.


Name and Principal Position(1) (5)	Year	Salary ($)	Stock Awards ($)(2)	Option Awards $(3)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(6)	Total ($)

Kevin McAleenan Chief Executive Officer	2025	487,431	3,805,346	2,275,168	—	29,246	6,597,191
	2024	335,340	1,023,174	—	84,786	164,560	1,607,860



Amanda Long Former Chief Executive Officer	2025	541,667	—	—	—	755,435	1,297,102
	2024	485,417	1,254,878	—	312,500	80,397	2,133,192
	2023	431,250	1,012,498	470,672	—	23,721	1,938,141
Sean Ricker Chief Financial Officer	2025	371,176	2,729,293	—	—	20,465	3,120,934
Julie Peffer Former Chief Financial Officer	2025	620,577	643,216	—	—	223,232	1,487,025
Carolyn Blankenship General Counsel and Secretary	2025	427,109	669,139	—	—	20,974	1,117,222

2.The amounts reported in the Stock Awards column represent the grant date fair value of restricted stock unit awards (the “RSUs”) granted in respective years to the Named Executive Officers and performance stock unit awards (the “PSUs”) granted to each Named Executive Officer, in each case, pursuant to the Plan (as defined below). The amounts shown in this column were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”). The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the Named Executive Officers for the RSUs. For PSUs awarded in 2025, the values assuming the highest level of performance conditions are: $625,000 for Mr. McAleenan, $216,563 for Ms. Blankenship, and $299,578 for Mr. Ricker. See “—Narrative Disclosure to Summary Compensation Table—Restricted Stock Units” and “—Narrative Disclosure to Summary Compensation Table—Performance Stock Units” below for additional details. See Note 20 - Equity Based Compensation to the consolidated financial statements for the assumptions used in determining the fair value of the RSUs and PSUs.

3.The amounts reported in the Option Awards column represent the grant date fair value of stock options with respect to BigBear.ai common stock granted as computed in accordance with ASC 718. The amounts reported in this column reflect the accounting cost for these awards and do not correspond to the actual economic value that may be received by the Named Executive Officers for the stock options. See “—Narrative Disclosure to Summary Compensation Table—Stock Option Awards” below for additional details. See Note 20 - Equity Based Compensation to the consolidated financial statements for the assumptions used in determining the fair value of the Option Awards.

5.Mr. McAleenan was hired as the Company's Chief Executive Officer, effective January 15, 2025. Prior to his role as the Company's Chief Executive Officer, Mr. McAleenan was the Company's President. Ms. Long was hired as the Company’s Chief Executive Officer, effective October 12, 2022. Ms. Long stepped down as Chief Executive Officer as of January 15, 2025. On June 6, 2025, Ms. Peffer notified the Company of her intention to pursue other opportunities outside the Company. Effective June 6, 2025, Mr. Ricker was appointed interim Chief Financial Officer. Mr. Ricker’s service as the Chief Financial Officer began October 14, 2025. Ms. Long and Ms. Peffer's 2025 salary includes $500,000 and $420,000 of salary continuation payments, respectively.


			Estimated future payouts under equity incentive plan awards(3)
Name(1)	Grant date	Approval Date(2)		Threshold (#)	Target (#)	Maximum (#)	All other stock awards: Number of shares of stock or units (#)	Grant date fair value of stock awards ($)(4)

Kevin McAleenan	1/15/2025	1/15/2025		—	—	—	1,300,072	4,132,076
	1/27/2025	1/27/2025		—	—	—	24,785	91,209
	4/1/2025	4/1/2025		—	—	—	349,650	1,031,468
	5/22/2025	5/22/2025		84,005	168,011	252,017	—	625,000
Sean Ricker	1/27/2025	1/27/2025		—	—	—	24,938	91,772
	4/1/2025	4/1/2025		—	—	—	125,284	369,588
	5/22/2025	5/22/2025		40,266	80,532	120,798	—	299,578
	6/6/2025	6/6/2025		—	—	—	39,788	150,000
	10/14/2025	10/14/2025		—	—	—	200,000	1,782,000
Julie Peffer	1/27/2025	1/27/2025		—	—	—	61,386	225,900
	4/1/2025	4/1/2025		—	—	—	146,853	433,216
	5/22/2025	5/22/2025		56,510	112,904	169,356	—	420,000
Carolyn Blankenship	1/27/2025	1/27/2025		—	—	—	30,145	110,934
	4/1/2025	4/1/2025		—	—	—	151,442	446,754
	5/22/2025	5/22/2025		29,108	58,216	87,324	—	216,563

3.The amounts reported in the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column, sub-column "Threshold," reflect the threshold payment level for each of the NEOs under STIP. The amounts reported in the "Maximum" sub-column reflect that for fiscal year 2025, the program provided the potential to earn a maximum of 150% of target. The specific components of the STIP are described in the “STIP” section of the CD&A. Non-equity incentive plan awards actually paid by us for services rendered in fiscal year 2025 are reported in the “Non-Equity Incentive Plan Compensation” column of the “2025 Summary Compensation Table” above.


			Option Awards				Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options Exercisable (#)	Number of Securities Underlying Unexercised Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)(9)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(10)

Kevin McAleenan	3/1/2024	(1)	—	—	—	—	—	—	89,285	482,142
	4/1/2024	(2)	—	—	—	—	93,058	502,512	—	—
	1/15/2025	(3)	—	671,141	3.18	1/15/2035	628,931	3,396,227	—	—
	4/1/2025	(4)	—	—	—	—	349,650	1,888,110	—	—
	5/22/2025	(5)	—	—	—	—	—	—	168,011	907,259










Sean Ricker	12/7/2021	(6)	25,000	25,000	9.99	12/7/2031	—	—	—	—
	3/23/2023	(7)	34,608	34,608	1.84	3/23/2033	9,171	49,525	—	—
	4/1/2024	(2)	—	—	—	—	93,635	505,631	—	—
	4/1/2025	(4)	—	—	—	—	125,284	676,534	—	—
	5/22/2025	(5)	—	—	—	—	—	—	80,532	416,070
	6/6/2025	(8)	—	—	—	—	39,788	214,855	—	—
	10/14/2025	(9)	—	—	—	—	200,000	1,080,000	—	—
Carolyn Blankenship	3/23/2023	(7)	44,863	44,863	1.84	3/23/2033	11,888	64,198	—	—
	4/1/2024	(2)	—	—	—	—	113,186	611,206	—	—
	4/1/2025	(4)	—	—	—	—	151,442	817,787	—	—
	5/22/2025	(5)	—	—	—	—	—	—	58,216	314,366

Certain of our named executive officers for the fiscal year ended December 31, 2025 hold equity awards that provide for vesting acceleration benefits or are entitled to severance benefits in the event of an involuntary termination of employment without cause or a change in control. The following table presents information concerning estimated payments and benefits that would be provided to such named executive officers upon a termination or a change in control. The payments and benefits set forth below are estimated assuming that the termination or change in control event occurred on the last business day of our fiscal year ended December 31, 2025 using the closing market price of our common stock on that date. Actual payments and benefits could be different if such events were to occur on any other date, or at any other price, or if any other assumptions are used to estimate potential payments and benefits.

As required by Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation that the SEC deems to have been actually paid to our principal executive officer (“PEO”) and other named executive officers (“NEOs”) and certain indicators of our financial performance. Please note that Item 402(v) requires the amounts included in the “compensation actually paid” columns of the table below to be calculated according to a particular formula that treats the increase or decrease in the value of outstanding equity awards as amounts “actually paid” to the NEO, regardless of whether the NEO realized any gain from such fluctuation in equity value. For further information concerning the Company’s pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to “Executive Compensation - Compensation Discussion and Analysis.”

5.The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. McAleenan), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. McAleenan) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. McAleenan) for each year to determine the compensation actually paid, using the same methodology described above in Note 2 (adjustments for pension benefits are not covered, as the Company does not have any defined benefit or actuarial pension plans):

6.Represents the total stockholder return (“TSR”) of a $100 investment in our stock as of December 31, 2022, valued again on each of December 31, 2025, 2024 and 2023. The 2025 Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. The initial public offering price of our common stock was $10 per share (the disclosure of the Company’s initial public offering price in this footnote is supplemental disclosure that is not required by Item 402(v) of Regulation S-K).

As described in more detail in the section “Executive Compensation - Compensation Discussion and Analysis,” the Company’s executive compensation program reflects a pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company performance measures are presented in the Pay Versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

The SEC rules for identifying the median of the annual total compensation of all employees allow companies to adopt a variety of methodologies, apply certain exclusions, and make reasonable estimates and assumptions that reflect their employee population and compensation practices. Accordingly, the pay ratio reported by another company may not be comparable to our pay ratio, as other companies have different employee populations and compensation practices and may have used different methodologies, exclusions, estimates and assumptions in calculating their pay ratios. As explained by the SEC, the rule was not designed to facilitate comparisons of pay ratios among different companies, even companies within the same industry, but rather to allow stockholders to better understand and assess each particular company’s compensation practices.

In addition to the cash retainers set forth above, under the director compensation policy, each non-employee director will receive an annual award of RSUs pursuant to the Plan with respect to a number of shares of our common stock with a grant date fair value equal to approximately $130,000. Such RSU awards will fully vest on the first anniversary of the grant date, subject to the director’s continued service through such date, and will accelerate vesting so as to become fully vested immediately prior to a Change of Control (as defined in the Plan and as described in “—Additional Narrative Disclosure—Potential Payments Upon Termination or Change in Control—Restricted Stock Units” above).

Our Board has adopted a policy with respect to the review, approval and ratification of related party transactions. Under the policy, a Related Party Committee comprised of members of the Board who are disinterested and not related parties of the transaction under consideration is responsible for reviewing and approving related party transactions. In the course of its review and approval of related party transactions, the Related Party Committee considered the relevant facts and circumstances to decide whether to approve such transactions. In particular, our policy requires the Company’s Related Party Committee to take the following considerations into account, among other factors it deems appropriate:

The Related Party Committee may only approve those transactions that are in, or are not inconsistent with, our best interests and those of our stockholders, as the Related Party Committee determines in good faith. In addition, under our Code of Conduct and Ethics, which have been adopted, our employees, directors and director nominees have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise to a conflict of interest. Under our Related Party Transactions Policy, any related party transaction with AE Industrial Operating Partners, LLC, AE Industrial Partners, LP, Redwire Space, Inc., and/or any of their respective subsidiaries that is contemplated by the Amended and Restated Consulting Agreement, Teaming Agreement, Affiliate MOUs or otherwise contemplated by the disclosure in the Company’s proxy statement on Schedule 14A relating to the business combination are pre-approved. All of the transactions described above were entered into prior to the adoption of the Company’s written related party transactions policy, but all were approved by the applicable board of directors considering similar factors to those described above.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Shares of Common Stock issuable pursuant to options or warrants are deemed to be outstanding for purposes of computing the beneficial ownership percentage of the person or group holding such options or warrants but are not deemed to be outstanding for purposes of computing the beneficial ownership percentage of any other person. The beneficial ownership of our Common Stock is based on 478,949,450 shares of Common Stock issued and outstanding as of April 13, 2026.

Section 16(a) of the Exchange Act requires the Company’s officers, directors, and persons who beneficially own more than 10% of the Company's common stock, to file reports of ownership and changes in ownership with the SEC. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, the Company believes that during the fiscal year ended December 31, 2025 the filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with, except that, Sean Ricker, Kevin McAleenan, Julie Peffer and Carolyn Blankenship did not include one transaction on a Form 4 within the two business day requirement relating to one transaction due to an administrative error and such late filings were submitted on February 28, 2025.

Our Certificate of Incorporation currently authorizes the issuance of 500,000,000 shares of common stock, par value $0.0001 per share. On October 1, 2025, our Board adopted a resolution to amend our Certificate of Incorporation, subject to stockholder approval, by increasing the number of authorized shares of our common stock to 1,000,000,000 shares (the “Share Increase Amendment”). The additional 500,000,000 shares of common stock authorized for issuance pursuant to the proposed Share Increase Amendment would be part of the existing class of common stock and, if and when issued, would have the same rights and privileges as the shares of common stock presently issued and outstanding. The holders of common stock are not entitled to preemptive rights or cumulative voting.

Our Board believes it is in the best interests of the Company and our stockholders to increase our authorized shares of common stock in order to have additional shares available for use as our Board deems appropriate or necessary. As such, the primary purpose of the Share Increase Amendment is to provide the Company with greater flexibility with respect to managing its common stock in connection with such corporate purposes as may, from time to time, be considered advisable by our Board. These corporate purposes could include, without limitation, financing activities, public or private offerings, stock dividends or splits, conversions of convertible securities, issuance of options and other equity awards pursuant to our stockholder-approved incentive plans, establishing a strategic relationship with corporate partners, and acquisition transactions and other strategic initiatives. For example, we have historically used our capital stock to raise money to fund product development and for acquisitions, such as Pangiam. Having an increased number of authorized but unissued shares of common stock would allow us to take prompt action with respect to corporate opportunities that develop, without the delay and expense of convening a special meeting of stockholders for the purpose of approving an increase in our capitalization. Our Board would determine whether, when and on what terms the issuance of shares of common stock may be warranted in connection with any of the foregoing purposes.

The Share Increase Amendment would not have any immediate effect on the rights of existing stockholders and would have no immediate impact on the number of shares outstanding. If the Share Increase Amendment is approved, the Company’s authorized and unissued shares of common stock would increase by 500,000,000 shares to its current 21,050,550 currently authorized and unissued shares remaining. These additional shares would be available for the various corporate purposes described above and would allow the Company to act quickly and strategically when favorable market opportunities arise as we expand our AI capabilities. However, our Board will have the authority to issue authorized shares of common stock without requiring future stockholder approval of such issuances, except as may be required by applicable law or rules of the New York Stock Exchange. Future issuances of common stock or securities convertible into or exchangeable for common stock could have a dilutive effect on our earnings per share, book value per share and the voting power and interest of current stockholders.

If stockholders do not approve this proposal, we will continue to have 500,000,000 authorized shares of common stock of which 21,050,550 remain authorized and unissued as of April 13, 2026. Without the approval of the Share Increase Proposal, we could be adversely impacted in our ability to raise capital, to fund our product development and other operations and to pursue opportunities in which shares of our common stock could be issued that our Board may determine would be in the best interest of the Company and its stockholders, including financing and strategic transaction opportunities and employee recruitment and retention, as described above under the header, “— Purpose of Share Increase Amendment.”

We are subject to the informational requirements of the Exchange Act and in accordance therewith, we file annual, quarterly and current reports and other information with the SEC. Such information may be accessed electronically by means of the SEC’s home page on the Internet at www.sec.gov. We are an electronic filer, and the SEC maintains an Internet site at www.sec.gov that contains the reports and other information we file electronically. These filings are also available under the SEC Filing headings on the Investor Relations page of our website at https://ir.bigbear.ai/. Please note that our website address is provided as an inactive textual reference only. We make available free of charge, through our website, our annual report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the SEC. The information provided on or accessible through our website is not part of this proxy statement.

Your vote is being solicited on behalf of the Board, and the Company will bear the entire cost of solicitation of proxies, including preparation, assembly, printing and mailing of this proxy statement. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. We have engaged Morrow Sodali LLC, a professional proxy solicitation firm, to aid in the solicitation of proxies from certain brokers, bank nominees and other institutional owners for a fee of $17,500 plus expenses for these services. We also agreed to indemnify Morrow Sodali against liabilities and expenses arising in connection with the proxy solicitation unless caused by the firm’s intentional misconduct. We understand that approximately two or three employees of Morrow Sodali will provide these services. In addition to solicitation by mail, directors, officers and other employees of the Company may solicit proxies in person or by telephone, facsimile, email or other similar means.


BIGBEAR.AI HOLDINGS, INC.	Your Internet vote authorizes the named proxies
	to vote your shares in the same manner as if you
	marked, signed and returned your proxy card.
	Votes submitted electronically over the Internet
	must be received by 11:59 p.m., Eastern Time, on
	June 8, 2026
		INTERNET – www.proxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website. Follow the prompts to vote your shares.
		Vote at the Meeting – If you plan to attend the virtual online annual meeting, you will need your 16-digit control number to vote electronically at the annual meeting. To attend the annual meeting, visit: https://www.virtualshareholdermeeting.com/BBAI2026AGM
		MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided.

The Board of Directors recommends you vote FOR each of the

The Board of Directors recommends you vote FOR Proposal 4.

director nominees below:

To ratify the appointment of Grant Thornton LLP as the Company's independent registered public accounting firm for the year ending December 31, 2026.

For

Against

Abstain

Election of Class II Directors

☐

Nominees

For
All

Withhold
All

For All
Except

01)

Kevin McAleenan

☐

02)

Pamela Braden

The Board of Directors recommends you vote FOR Proposal 5.

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

To approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock of the Company from 500,000,000 to 1,000,000,000.

For

Against

Abstain

☐

The Board of Directors recommends you vote FOR holding future advisory votes on executive compensation every ONE YEAR.

To approve on a non-binding advisory basis, of the frequency for holding future advisory votes on executive compensation every one year, two years, three years, or to abstain.

One Year

Two Years

Three Years

☐

NOTE: To transact other business as may properly come before

the meeting or any adjournment or postponement thereof.

Abstain

☐

The Board of Directors recommends you vote FOR Proposal 3.

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

To approve an advisory vote on our executive compensation.

For

Against

Abstain

☐


Pay Element	How It’s Paid	Purpose

Base Salary	Cash (Fixed)	Provide a competitive base salary rate relative to similar positions in the market and enable us to attract and retain critical executive talent.
STIP	Equity (Variable)	Reward executives for delivering on annual financial and strategic objectives that contribute to the creation of stockholder value.
Long-Term Incentives	Equity (Fixed)	Provide incentives for executives to execute on longer-term financial goals that drive the creation of stockholder value and support our retention strategy.


2025 Compensation Peer Group

C3.ai, Inc.			Palantir Technologies, Inc.
Aware, Inc.			Redwire Corporation
Evolv Technologies Holdings, Inc.			Unity Software Inc.
SoundHound AI


Performance Metric	Weight	Rationale

FY 2025 Revenue	35%	Drives market expansion and top line business growth
FY 2025 Adjusted Gross Margin	15%	Drives efficient profitable revenue
Corporate Organizational Goals	30%	Aligning behavior with compliance requirements
Individual Performance Goals	20%	Accountability and role customization


	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)(1)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(2)

Kevin McAleenan	—	—	207,265	1,057,700
Amanda Long	855,817	1,762,428	168,073	1,465,597
Sean Ricker	—	—	187,959	804,228
Julie Peffer	133,591	311,063	192,220	887,559
Carolyn Blankenship	—	—	287,342	1,303,400


Name	Termination Scenario	Cash ($)	Equity Acceleration(1) ($)	Healthcare Benefits ($)

Kevin McAleenan	Termination without Cause / for Good Reason	1,125,000	—	—
	Change in Control(2)	2,250,000	7,276,784	—
	Death / Disability(3)	—	7,276,784	—

Sean Ricker	Termination without Cause / for Good Reason	840,000	—	25,000
	Change in Control(2)	1,680,000	2,567,609	50,000
	Death / Disability(3)	—	2,567,609	—

Carolyn Blankenship	Termination without Cause / for Good Reason	866,250	—	27,313
	Change in Control(2)	1,732,500	1,546,422	54,626
	Death / Disability(3)	—	1,546,422	—


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


Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934


☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.


7950 Jones Branch Drive, 1st Floor North Tower, McLean, VA 22102 (410) 312-0885


Commonly Asked Questions and Answers About the Annual Meeting			1
Board of Directors and Corporate Governance			7
Proposal One - Election Of Directors			10
The Board Recommends that you Vote “For” Each of the Director Nominees.			11
Proposal Two - Advisory (Non-Binding) Vote On Frequency Of Stockholder Vote On Executive Compensation			25
Proposal Three - Advisory (Non-Binding) Vote On Executive Compensation			26
Executive Officers			27
Executive Compensation			29
Executive Compensation Tables			45
Certain Relationships And Related Party Transactions			58
Security Ownership Of Certain Beneficial Owners And Management			59
Proposal Four – Ratification Of Appointment Of Independent Registered Public Accounting Firm			61
Proposal Five – Approval of Amendment to Company's Certificate of Incorporation to Authorize Additional Shares of Common Stock			63
Proposal Six – Approval of an Adjournment of the Annual Meeting			66
Audit Committee Report			67
Other Matters			68
Where To Find Additional Information			68
Cost Of Proxy Solicitation			68


Name And Position	Class	Age	Director Since	Year Current Term Expires	Year Term Expires For Which Nominated

Kevin McAleenan Chief Executive Officer, Director	II	54	2025	2026	2029
Pamela Braden Director	II	68	2021	2026	2029
Sean Battle Director	I	56	2021	2028
Paul Fulchino Director	I	79	2021	2028
Dorothy D. Hayes Director	I	75	2021	2028
Peter Cannito Chairman of the Board	III	53	2021	2027
Anthony Evangelista Director	III	67	2025	2027
Kirk Konert Director	III	39	2021	2027


Board Member	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee

Peter Cannito			l
Sean Battle		l	l
Pamela Braden	l
Paul Fulchino	l		C l
Anthony Evangelista	l	l
Dorothy D. Hayes	C l
Kirk Konert		C l


Name Executive Officer	Age	Principal Position

Kevin McAleenan	54	Chief Executive Officer
Carolyn Blankenship	63	General Counsel
Sean Ricker	38	Chief Financial Officer


Named Executive Officer			Principal Position

Kevin McAleenan			Chief Executive Officer
Amanda Long(1)			Former Chief Executive Officer
Sean Ricker			Chief Financial Officer
Julie Peffer(2)			Former Chief Financial Officer
Carolyn Blankenship			General Counsel and Secretary


Name			Fiscal Year 2025 Base Salary ($)

Kevin McAleenan			500,000
Amanda Long(1)			500,000
Sean Ricker			420,000
Julie Peffer(2)			420,000
Carolyn Blankenship			433,125


Named Executive Officer	Number of PSUs Granted in 2025 (#)	Value of PSUs as of 12/31/2025(1) ($)

Kevin McAleenan	168,011	907,259
Sean Ricker	80,532	434,873
Carolyn Blankenship	58,216	314,366
Julie Peffer(2)	56,452	—


Name	Fiscal Year 2025 Base Salary(1) ($)	Bonus Target (% of Base Salary)	Bonus Target ($)	Company Performance Results (%)	Individual Modifier (%)	Actual Award Payout ($)	Actual Award (as a % of Target)

Kevin McAleenan	487,431	125	625,000	62	—	413,070	62
Amanda Long(2)	500,000	125	625,000	100	—	625,000	100
Sean Ricker(3)	371,176	75	299,578	62	—	197,995	62
Julie Peffer(4)	200,577	100	420,000	100	—	420,000	100
Carolyn Blankenship	427,109	50	216,563	62	—	143,129	62
Totals	1,986,293	—	2,186,141	62	—	1,799,194	—


	Stock Options(1)		RSUs(1)
Name	# of Units	Grant Date Fair Value ($)(2)	# of Units	Grant Date Fair Value ($)(2)

Kevin McAleenan(3)	671,141	2,000,000	978,581	3,163,544
Amanda Long	—	—	—	—
Sean Ricker(4)	—	—	365,072	2,301,588
Julie Peffer	—	—	146,853	433,216
Carolyn Blankenship	—	—	151,442	446,754
Totals	671,141	2,000,000	1,641,948	6,345,102


Name	Company 401(k) Matching Contributions ($)(a)	Concierge Medical and Membership Dues ($)(b)	All Other Compensation ($)(c)	Total ($)

Kevin McAleenan	29,246	—	—	29,246
Amanda Long	10,917	170,299	574,219	755,435
Sean Ricker	20,465	—	—	20,465
Julie Peffer	13,232	—	210,000	223,232
Carolyn Blankenship	20,974	—	—	20,974


Summary Compensation Table (SCT) Total for PEO			Compensation Actually Paid to PEO				Value of Initial Fixed $100 Investment Based On:
Fiscal Year	Current PEO(1) ($)	Former PEO(2) ($)	Current PEO(3) ($)	Former PEO ($)	Average Summary Compensation Table Total for Non-PEO NEOs(4) ($)	Average Compensation Actually Paid to Non-PEO NEOs(5) ($)	Total Shareholder Return(6) ($)	Peer Group Total Shareholder Return(7) ($)	Net Income (millions)(8) ($)	Revenue (millions)(9) ($)
(a)	(b)		(c)		(d)	(e)	(f)	(g)	(h)	(i)

2025	6,597,191	1,558,820	9,150,628	(8,997,327)	1,908,394	1,295,575	802	287	(294)	128
2024	—	2,133,192	—	9,277,263	1,660,502	2,150,815	661	216	(296)	158
2023	—	1,938,141	—	5,946,669	2,979,072	1,090,052	318	158	(71)	155


Fiscal Year	Reported Summary Compensation Table Total for PEO ($)	Reported Value of Equity Awards(a) ($)	Equity Award Adjustments(b) ($)	Compensation Actually Paid to PEO ($)

2025	6,597,191	(6,080,514)	8,633,951	9,150,628


Fiscal Year	Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End ($)	Change in Fair Value from the End of the Prior Year to the End of the Year of Outstanding and Unvested Equity Awards Granted in Prior Years ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Change in Fair Value from the End of the Prior Year to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($)	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)	Total Equity Award Adjustments ($)

2025	8,662,145	64,120	91,209	(183,613)	—	8,633,951


Fiscal Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs ($)	Average Reported Value of Equity Awards ($)	Average Equity Award Adjustments(a) ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)

2025	1,908,394	(1,347,216)	734,397	1,295,575


Fiscal Year	Average Year End Fair Value of Equity Awards Granted in the Year and Outstanding and Unvested at Year End ($)	Average Change in Fair Value from the End of the Prior Year to the End of the Year of Outstanding and Unvested Equity Awards ($)	Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Average Change in Fair Value from the End of the Prior Year to the Vesting Date of Equity Awards Granted in Prior Years that Vested in the Year ($)	Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)	Total Average Equity Award Adjustments ($)

2025	1,101,600	55,768	(161,719)	142,869	(404,121)	734,397


Position			Annual Retainer ($)

Non-Employee Chair of the Board:			35,000
Audit Committee Chair:			20,000
Audit Committee Member:			5,000
Compensation Committee Chair:			15,000
Compensation Committee Member:			6,000
Nominating and Corporate Governance Committee Chair:			10,000
Nominating and Corporate Governance Committee Member:			4,000


Name	Fees Earned or Paid in Cash ($)(2)	Fees Earned or Paid in Stock ($)(2)	Stock Awards ($)(3)	Total ($)

Pamela Braden	—	95,646	129,998	225,644
Peter Cannito	—	114,774	129,998	244,772
Paul Fulchino	50,000	50,341	129,998	230,339
Anthony Evangelista(4)	40,345	—	90,099	130,444
Dorothy D. Hayes	100,000	—	129,998	229,998
Kirk Konert(1)	—	98,164	129,998	228,162
Jeffrey Hart(1)(5)	—	72,492	129,998	202,490
Sean Battle	100,000	—	129,998	229,998


Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (#)	Percent of Common Stock Outstanding (%)



Sean Battle(1)	170,749	*
Pamela Braden(1)	508,687	*
Peter Cannito(1)	443,098	*
Paul Fulchino(1)	404,760	*
Anthony Evangelista(1)	15,092	*
Dorothy D. Hayes(1)	219,150	*
Kirk Konert(1)(2)	32,911	*
Kevin McAleenan(1)	383,995	*
Sean Ricker(1)	94,649	*
Carolyn Blankenship(1)	439,776	*
All directors and executive officers as a group (10 individuals)	2,712,867	*


Plan category	(a) Number of securities to be issued upon exercise of outstanding options, warrants and rights (#)	(b) Weighted-average exercise price of outstanding options, warrants and rights (1) ($)	(c) Number of securities remaining available for future issuance (excluding securities reflected in column (a)) (#)

Equity compensation plans approved by stockholders:
2021 Long-Term Incentive Plan	15,696,221	2.80	16,065,457	(2) (3)
2021 Employee Stock Purchase Plan	—	N/A	4,870,450	(4)
Equity compensation plans not approved by stockholders:	N/A	N/A	N/A
Total	15,696,221	2.80	20,935,907


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Cover	12 Months Ended
Cover	Dec. 31, 2025
Document Information [Line Items]
Document Type	DEF 14A
Amendment Flag	false
Entity Information [Line Items]
Entity Registrant Name	BIGBEAR.AI HOLDINGS, INC.
Entity Central Index Key	0001836981

Award Timing Disclosure	12 Months Ended
Award Timing Disclosure	Dec. 31, 2025
Award Timing Disclosures [Line Items]
Award Timing MNPI Disclosure	In response to Item 402(x)(1) of Regulation S-K, the Company does not grant new awards of stock options, stock appreciation rights, or similar option-like instruments in anticipation of material nonpublic information. Accordingly, we have no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by us. In the event that we determine to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing.
Award Timing Method	Accordingly, we have no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by us. In the event that we determine to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing.
Award Timing Predetermined	false
Award Timing MNPI Considered	true
Award Timing, How MNPI Considered	In response to Item 402(x)(1) of Regulation S-K, the Company does not grant new awards of stock options, stock appreciation rights, or similar option-like instruments in anticipation of material nonpublic information.
MNPI Disclosure Timed for Compensation Value	false

Insider Trading Policies and Procedures	12 Months Ended
Insider Trading Policies and Procedures	Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]
Insider Trading Policies and Procedures Adopted	true