BigBear.ai Holdings, Inc. — fact timeline

BigBear.ai Holdings, Inc.: Increased authorized shares of common stock from 500,000,000 to 1,000,000,000 (effective 2026-06-09).

“At the Annual Meeting, shareholders approved 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 (the "Amendment"). The Amendment became effective upon the Company's filing of a Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on June 9, 2026 (the "Certificate of Amendment").”

BigBear.ai Holdings, Inc. shareholders approved Approval of Amendment to the Company’s Certificate of Incorporation to increase authorized shares at the 2026-06-09 meeting.

“The vote 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 was approved. Votes For Votes Against Abstentions Broker Non-Votes 241,570,296 27,077,068 3,082,561 —”

BigBear.ai Holdings, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2026-06-09 meeting.

“The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 was ratified. Votes For Votes Against Abstentions Broker Non-Votes 265,572,995 3,510,898 2,646,032 —”

BigBear.ai Holdings, Inc. shareholders approved Advisory Vote on the Compensation of the Company’s Named Executive Officers at the 2026-06-09 meeting.

“The Company’s shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers for the fiscal year ended December 31, 2025. Votes For Votes Against Abstentions Broker Non-Votes 86,606,157 9,573,649 2,797,420 172,752,699”

BigBear.ai Holdings, Inc. shareholders approved Advisory Vote on the Frequency of the Advisory Vote on the Compensation of the Company’s Named Executive Officers at the 2026-06-09 meeting.

“The Company’s shareholders approved a 1-year voting frequency, on a non-binding advisory basis, as the frequency of future non-binding advisory votes on the compensation of our named executive officers, by the votes set forth below: Frequency Votes Submitted Abstentions Broker Non-Votes 1 Year 92,842,228 2,411,711 172,752,699”

BigBear.ai Holdings, Inc. shareholders approved Election of Class II directors at the 2026-06-09 meeting.

“The Company’s shareholders elected the following nominees for director to serve as Class II directors for a three-year term expiring in 2029 or until their successors shall have been elected and qualified. Name Votes For Votes Withheld Broker Non-Votes Kevin McAleenan 89,446,324 9,530,902 172,752,699 Pamela Braden 81,006,003 17,971,223 172,752,699”

BigBear.ai Holdings, Inc. reported the quarter ended March 31, 2026 results: revenue $34.4 million. Guidance reaffirmed.

“1Q 26 revenue of $34.4 million; gross margins expanded 1,278 basis points from 21.3% to 34.0% year-over-year • Backlog increased 14% from the fourth quarter to $281.9 million, primarily driven by a sole-source prime classified award in the first quarter for $53 million. • Settled the remaining $124.6 million of 2029 Convertible notes, primarily through the Company’s exercise of debt-to-equity conversion features in January 2026; interest expense reduced by $4.8 million in 1Q 26 vs. 1Q 25 • Total available cash and investments of $431.5 million as of March 31, 2026 • Launched a retail shareholder voting program to broaden participation in the Company's annual meeting and ensure retail shareholders have a simple, accessible way to make their voices heard • Affirming full-year 2026 revenue guidance of $135 million - $165 million”

BigBear.ai Holdings, Inc.: Stockholders approved amendment to increase authorized shares of common stock from 500,000,000 to 1,000,000,000.

“The Company’s stockholders voted 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 (“Proposal 1”), by a vote of 191,584,812 shares of common stock for, 44,535,884 shares of common stock against and 3,517,671 shares of common stock abstaining.”

BigBear.ai Holdings, Inc.: Amended voting standard for stockholder matters (non-director) to majority of votes cast, addressed universal proxy rules, and clarified procedural mechanics for stockholder nominations and proposals (effective 2025-12-01).

“The Board of Directors of BigBear.ai Holdings, Inc. (the “Company”) approved and adopted effective December 1, 2025 amendments to the Company’s existing Bylaws (as so amended, the “Amended and Restated Bylaws”) to, among other things: (i) amend the voting standard for all matters submitted to the stockholders, other than the election of directors, to the affirmative vote of the holders of majority in voting power of the votes cast (excluding abstentions and broker non-votes) on such matter, unless otherwise provided by applicable law, rule or regulation (including the rules of any stock exchange on which the Company’s shares are listed and traded), by the Company’s certificate of incorporation, as amended from time to time, or the Amended and Restated Bylaws; (ii) address the universal proxy rules adopted by the U.S. Securities and Exchange Commission, by clarifying that no person may solicit proxies in support of a director nominee other than the Board’s nominees unless such person ha”

Sean R. Ricker was appointed as acting Chief Financial Officer at BigBear.ai Holdings, Inc..

“On June 6, 2025, Sean R. Ricker was appointed acting Chief Financial Officer on an interim basis until the Company appoints a permanent replacement.”

Julie Peffer departed as Chief Financial Officer at BigBear.ai Holdings, Inc..

“On June 6, 2025, Julie Peffer, Chief Financial Officer, notified BigBear.ai Holdings, Inc. (“BigBear” or the “Company”) of her intention to pursue other opportunities outside of the Company.”

BigBear.ai Holdings, Inc.: Reduced quorum for stockholder meetings to one-third (33.33%) of voting power (effective 2025-03-27).

“the Board of Directors of BigBear.ai Holdings, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Bylaws (“Amendment No. 1 to the Amended and Restated Bylaws”) to reduce the quorum needed for stockholder meetings to one-third (33.33%) of the Company’s voting power of the issued and outstanding shares of capital stock of the Company entitled to vote thereat, present in person or represented by proxy.”

Amanda Long departed as Chief Executive Officer at BigBear.ai Holdings, Inc..

“Amanda Long will step down as Chief Executive Officer and from the Board of Directors, transitioning to serve as a Company advisor.”

Kevin McAleenan was appointed as Class II Director at BigBear.ai Holdings, Inc..

“Mr. McAleenan will serve on the Board as a Class II Director for a term expiring at the Company’s annual meeting of stockholders in 2026”

Kevin McAleenan was appointed as Chief Executive Officer at BigBear.ai Holdings, Inc..

“On January 15, 2025, BigBear.ai Holdings, Inc. (the “ Company ”) announced that it has appointed Kevin McAleenan as Chief Executive Officer and member of the Board of Directors.”

Carl Napoletano was appointed as Chief Operating Officer at BigBear.ai Holdings, Inc..

“Mr. Carl Napoletano was appointed as Chief Operating Officer of BigBear.ai Holdings, Inc. (the "Company") on October 1, 2024.”

BigBear.ai Holdings, Inc. reported the first quarter of 2024 results: revenue $33.1 million, net income $125.1 million. Guidance reaffirmed.

“autonomy at the edge, contested logistics, modeling & simulation, and digital identity for our customers,” she continued. Financial Highlights • Revenue decreased 21.4% to $33.1 million for the first quarter of 2024, compared to $42.2 million for the first quarter of 2023. The year-over-year decrease was primarily driven by the planned wind-down of the Air Force”

Avi Katz departed as Director at BigBear.ai Holdings, Inc..

“Effective as of March 27, 2024, Dr. Avi Katz stepped down from the position of Director and member of the Compensation Committee”

BigBear.ai Holdings, Inc. reported the fourth quarter and full year ended December 31, 2023 results: net income Net loss of $21.3 million. Guidance initiated.

“On March 7, 2024, BigBear.ai Holdings, Inc. (the “Company”) announced its financial results of operations for the quarter and the year ended December 31, 2023.”

BigBear.ai Holdings, Inc. entered into Warrant Exercise Agreement with an existing accredited investor valued at approximately $33.2 million (effective 2024-03-04).

“On March 4, 2024, BigBear.ai Holdings, Inc. (the “Company”) entered into a warrant exercise agreement (the “Warrant Exercise Agreement”) with an existing accredited investor (the “Investor”) to exercise in full an outstanding Common Stock Purchase Warrant”

BigBear.ai Holdings, Inc. completed an acquisition involving Pangiam Ultimate Holdings, LLC for 61,838,072 shares of BBAI common stock (closed 2024-02-29).

“together with the First Merger, the “Mergers”). As consideration for the Mergers and the related transactions contemplated by the Merger Agreement, BBAI issued a total of 61,838,072 shares of BBAI common stock, $0.0001 per share (the “Common Stock”) to Seller (based on a price per share of Common Stock of $1.3439 which represents the 20-day volume-weighted”

BigBear.ai Holdings, Inc. entered into Joinder & Second Amendment to Amended & Restated Investor Rights Agreement with BBAI Ultimate Holdings, LLC, AE BBAI Aggregator, LP, Seller (effective 2024-02-29).

“BBAI entered into the Joinder & Second Amendment to Amended & Restated Investor Rights Agreement (the “IRA Amendment”) with BBAI Ultimate Holdings, LLC, AE BBAI Aggregator, LP, Seller and the other parties thereto”

BigBear.ai Holdings, Inc. entered into Warrant Exercise Agreement with an existing accredited investor valued at approximately $20.6 million (effective 2024-02-27).

“On February 27, 2024, BigBear.ai Holdings, Inc. (the “Company”) entered into a warrant exercise agreement (the “Warrant Exercise Agreement”) with an existing accredited investor (the “Investor”) to exercise in full an outstanding Common Stock Purchase Warrant (the “Exercise”) to purchase up to an aggregate of 8,886,255 shares of the Company’s common stock (the “Existing Warrant”).”

BigBear.ai Holdings, Inc. shareholders approved Approval of the issuance of a number of shares of Company Common Stock required in connection with the transactions contemplated by the Merger Agreement at the 2024-02-27 meeting.

“Proposal No. 1 – Approval of the issuance of a number of shares of Company Common Stock required in connection with the transactions contemplated by the Merger Agreement (the “Stock Issuance”). Votes For 109,570,550 Votes Against 416,386 Votes Abstained 91,323”

Norm Laudermilch departed as Chief Operating Officer at BigBear.ai Holdings, Inc..

“On February 22, 2024, BigBear.ai Holdings, Inc. (the “ Company ”) announced that Norm Laudermilch plans to step down from the position of Chief Operating Officer, effective as of February 21, 2024.”

BigBear.ai Holdings, Inc. reported third quarter of 2023 results: revenue $34.0 million. Guidance reaffirmed.

“a breakout leader in one of the fastest growing categories for the application of AI. We believe BigBear.ai’s future is bright.” Financial Highlights • Revenue declined 16.4% to $34.0 million for the third quarter of 2023, compared to $40.7 million for the third quarter of 2022. The decrease was primarily due to the planned wind-down of certain Air Force programs in”

BigBear.ai Holdings, Inc. entered into Merger Agreement with Pangiam Intermediate Holdings, LLC, AE Industrial Partners, LP and certain affiliates valued at $70 million (effective 2023-11-04).

“On November 4, 2023, BigBear.ai Holdings, Inc. (“BigBear.ai” or the “Company”) entered into an agreement and plan of mergers (the “Merger Agreement”) with Pangiam Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”), Pangiam Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Pangiam Purchaser”), Pangiam Ultimate Holdings, LLC, a Delaware limited liability company (the “Seller”), and Pangiam Intermediate Holdings, LLC, a Delaware limited liability company (“Pangiam Intermediate”)”

BigBear.ai Holdings, Inc. reported the second quarter of 2023 results: revenue $38.5 million, net income $16.9 million. Guidance reaffirmed.

“Revenue grew 2.2% to $38.5 million for the second quarter of 2023, compared to $37.6 million for the second quarter of 2022.”

BigBear.ai Holdings, Inc. shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2023-06-23 meeting.

“Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm The appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified. Votes For Votes Against Abstentions Broker Non-Votes 103,820,154 1,112,204 102,725 —”

BigBear.ai Holdings, Inc. shareholders approved Election of Class II Directors at the 2023-06-23 meeting.

“Proposal No. 1: Election of Directors The Company’s shareholders elected the following nominees for director to serve as Class II directors for a three-year term expiring in 2026 or until their successors shall have been elected and qualified. Name Votes For Votes Withheld Broker Non-Votes Pamela Braden 100,504,056 3,425,145 1,105,882 Dr. Raluca Dinu 102,663,484 1,265,717 1,105,882 Dr. Avi Katz 102,657,686 1,271,515 1,105,882 Amanda Long 102,687,190 1,242,011 1,105,882”

BigBear.ai Holdings, Inc. entered into Underwriting Agreement with Cowen and Company, LLC, as representative of the several underwriters valued at approximately $25 million (effective 2023-06-08).

“On June 8, 2023, BigBear.ai Holdings, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cowen and Company, LLC, as representative of the several underwriters listed on Schedule A thereto (collectively, the “Underwriters”), relating to the purchase and sale of an aggregate of 11,848,341 shares (the “Shares”) of its common stock, par value $0.0001 per share (“Common Stock”) and accompanying common warrants in a registered direct offering (the “Offering”).”

Raanan I. Horowitz resigned as Director at BigBear.ai Holdings, Inc..

“Effective as of May 16, 2023 (the “ Separation Date ”), Raanan I. Horowitz resigned from his position as Director of BigBear.ai Holdings, Inc. (the “ Company ”).”

BigBear.ai Holdings, Inc. reported the first quarter of 2023 results: revenue $42.2 million, net income $26.2 million. Guidance reaffirmed.

“BigBear.ai Announces 16% Year-over-Year Revenue Growth in First Quarter 2023 and Reporting Segment Changes Strategic partnership announced with L3Harris and BigBear.ai to deliver artificial intelligence (AI) and autonomous surface vessel (ASV) capabilities for current and future defense programs Reiterating FY Guidance of Revenue between $155 million and $170 million COLUMBIA, MD – May 9, 2023 – BigBear.ai Holdings, Inc. (NYSE: BBAI) (“ BigBear.ai ” or the “ Company ”), a leader in AI-powered decision intelligence solutions, today announced financial results for the first quarter of 2023. Financial Highlights • Revenue grew 15.8% to $42.2 million for the first quarter of 2023, compared to $36.4 million for the first quarter of 2022. • Gross margin of 24.2% in the first quarter of 2023, a decrease from 27.1% in the first quarter of 2022, was primarily driven by incremental costs on the Global Force Information Management (GFIM) Phase 2 contract. • Net loss of $26.2 million for the first”

Norm Laudermilch was appointed as Chief Operating Officer at BigBear.ai Holdings, Inc..

“On May 9, 2023, BigBear.ai Holdings, Inc. (the “Company”) announced Norm Laudermilch as the new Chief Operating Officer of the Company, effective May 8, 2023.”

Jeffry Dyer was terminated as President, Commercial Sector at BigBear.ai Holdings, Inc..

“On March 23, 2023, BigBear.ai Holdings, Inc. (the “ Company ”) terminated the employment of Jeffry Dyer, the Company's President, Commercial Sector.”

BigBear.ai Holdings, Inc. reported financial results for the fourth quarter and the year ended December 31, 2022.

“On March 13, 2023, BigBear.ai Holdings, Inc. (the “Company”) announced its financial results of operations for the fourth quarter and the year ended December 31, 2022.”

BigBear.ai Holdings, Inc. entered into Registration Rights Agreement with the Purchaser (effective 2023-01-16).

“In connection with the Private Placement, the Company entered into a Registration Rights Agreement with the Purchaser, dated January 16, 2023 (the “ Registration Rights Agreement ”).”

BigBear.ai Holdings, Inc. entered into Securities Purchase Agreement with certain accredited investor valued at approximately $25,000,000 (effective 2023-01-16).

“On January 19, 2023, BigBear.ai Holdings, Inc. (the “ Company ”) consummated the closing of a private placement (the “ Private Placement ”), pursuant to the terms and conditions of the Securities Purchase Agreement, dated January 16, 2023 (the “ Securities Purchase Agreement ”), by and among the Company and a certain accredited investor (the “ Purchaser ”).”

Joshua Kinley was terminated as Chief Development Officer at BigBear.ai Holdings, Inc..

“On December 30, 2022, BigBear.ai Holdings, Inc. (the “Company”) terminated the employment of Joshua Kinley, the Company's Chief Development Officer”

BigBear.ai Holdings, Inc. received a nyse deficiency notice notice regarding minimum bid price (rules 802.01C).

“December 20, 2022, BigBear.ai Holdings, Inc. (the “ Company ”) received written notice (the “ Notice ”) from the New York Stock Exchange (the “ NYSE ”) that the average closing price of the Company’s common stock (“ Common Stock ”), over a prior 30 consecutive trading day period was below $1.00 per share, which is the minimum average closing price per share required to maintain listing on the NYSE under Section 802.01C of the NYSE Listed Company Manual. As required by the NYSE, the Company responded to the Notice and expressed its intent to cure the deficiency. The Company has a period of six”

BigBear.ai Holdings, Inc. reported three and nine months ended September 30, 2022 results: revenue $40.7 million, net income $(16.1) million. Guidance reaffirmed.

“Company ”), a leader in AI-powered analytics and cyber engineering solutions, today announced financial results for the third quarter of 2022. Financial Highlights • Revenue of $40.7 million, compared to $40.2 million for the third quarter of 2021 • Analytics revenue increased $1.7 million, or 8%, as compared to the same period in 2021, primarily driven by the award”

Amanda Long was appointed as Director at BigBear.ai Holdings, Inc..

“The Board also appointed Mrs. Long as a director to fill the vacancy on the Board created by Dr. Brothers’ resignation.”

Amanda Long was appointed as Chief Executive Officer at BigBear.ai Holdings, Inc..

“the Company’s Board of Directors (the “ Board ”) unanimously appointed Amanda Long as Chief Executive Officer of the Company.”

Dr. Louis R. Brothers resigned as Chief Executive Officer and Director at BigBear.ai Holdings, Inc..

“Effective as of October 12, 2022 (the “ Separation Date ”), Dr. Louis R. Brothers resigned from his position as Chief Executive Officer and Director of BigBear.ai Holdings, Inc.”

Brian Frutchey was terminated as Chief Technology Officer at BigBear.ai Holdings, Inc..

“On September 15, 2022, BigBear.ai Holdings, Inc. (the “ Company ”) terminated the employment of Brian Frutchey, the Company's Chief Technology Officer,”

Samuel Gordy was terminated as Chief Operating Officer and Federal Market President at BigBear.ai Holdings, Inc..

“Effective August 8, 2022, the Company terminated the employment of Samuel Gordy, the Company’s Chief Operating Officer and Federal Market President.”

Joshua Kinley changed role as Chief Corporate Development Officer at BigBear.ai Holdings, Inc..

“Mr. Kinley’s resignation from his role as Chief Financial Officer was not the result of any disagreement with the Company and he will continue to serve the Company as Chief Corporate Development Officer, reporting to the Chief Executive Officer.”

Julie Peffer was appointed as Chief Financial Officer at BigBear.ai Holdings, Inc..

“On June 2, 2022, BigBear.ai Holdings, Inc. (the “ Company ”) announced Julie Peffer as the new Chief Financial Officer of the Company, effective June 13, 2022.”

Dr. Raluca Dinu was appointed as Director at BigBear.ai Holdings, Inc..

“Effective upon the Closing on December 7, 2021, Dr. Raluca Dinu and Brad Weightman resigned as executive officers of GigCapital4, and each of Neil Miotto and Andrea Betti-Berutto, following their not standing for re-election to the Board, resigned as directors of GigCapital4.”

Andrea Betti-Berutto resigned as Director at BigBear.ai Holdings, Inc..

“Effective upon the Closing on December 7, 2021, Dr. Raluca Dinu and Brad Weightman resigned as executive officers of GigCapital4, and each of Neil Miotto and Andrea Betti-Berutto, following their not standing for re-election to the Board, resigned as directors of GigCapital4.”