BigBear.ai Announces ATM Offering to Sell Up to 100M Shares with Jefferies

What Happened

• On July 31, 2026, BigBear.ai Holdings, Inc. entered into an Open Market Sale Agreement with Jefferies LLC under which the company may, from time to time, sell up to 100,000,000 shares of its common stock.
• The offering will be made as an "at the market" offering under Rule 415(a)(4) pursuant to the company’s Form S-3 registration statement (File No. 333-289678) and a prospectus supplement dated July 31, 2026. The sales agent fee will be up to 3.0% of gross proceeds. The Sales Agreement (Exhibit 1.1) and a legal opinion from Latham & Watkins LLP (Exhibit 5.1) were filed with the 8-K.

Key Details

• Date of agreement: July 31, 2026.
• Maximum shares available for sale: 100,000,000 common shares.
• Sales method: at-the-market offering under Rule 415(a)(4) using Jefferies LLC as sales agent.
• Sales agent compensation: up to 3.0% of gross proceeds; company provides customary indemnification/contribution to the agent.

Why It Matters

• This gives BigBear.ai a flexible way to raise capital opportunistically by selling shares into the market over time; actual funds raised will depend on how many shares the company sells and at what market prices.
• Potential investor impacts include dilution if shares are sold and a reduction in net proceeds equal to the sales agent fee (up to 3.0%) and related offering expenses.
• The filing does not commit the company to sell any shares — it establishes the mechanism and terms for future sales.