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Gainey Sean Alexander reported acquisition or exercise transactions in this Form 4 filing.
BigBear.ai Holdings, Inc. (BBAI) reported that director Sean Alexander Gainey received a grant of 32,776 shares of common stock in the form of restricted stock units. The RSUs were granted on August 13, 2026, vest on June 14, 2027, and will be settled in shares within sixty days after vesting, subject to his continued service. Following this award, he directly holds 32,776 shares of common stock.
BigBear.ai Holdings, Inc. (BBAI) reported the initial beneficial ownership of securities for director Sean Alexander Gainey on a Form 3. The filing shows no reported transactions or current holdings of company securities at this time. A Power of Attorney is filed as Exhibit 24 authorizing filings on the reporting person’s behalf.
BigBear.ai Holdings, Inc. appointed Ret. Lt. Gen. Sean Gainey to its Board of Directors and to the Nominating and Corporate Governance Committee, effective August 13, 2026. Gainey brings senior leadership experience from the United States Army Space and Missile Defense Command and Joint Task Force Gold, and previously led the Joint Counter Unmanned Aerial System Office at the Department of Defense.
Gainey will be compensated under BigBear.ai’s customary non-employee director compensation policy, including a prorated annual restricted stock unit award, and has signed the company’s standard indemnification agreement, filed as Exhibit 10.1. The company states there are no related-party transactions or family relationships involving Gainey that require disclosure.
BigBear.ai Holdings, Inc. entered into an Open Market Sale Agreement with Jefferies LLC on July 31, 2026, allowing it to sell up to 100,000,000 shares of its common stock through the sales agent.
Any sales will be made as an at the market offering under Rule 415(a)(4), using its registration statement on Form S-3 (File No. 333-289678), the base prospectus dated August 18, 2025, and a July 31, 2026 prospectus supplement. Jefferies will receive up to 3.0% of the gross proceeds from shares sold, and the company has agreed to provide indemnification and contribution. A legal opinion from Latham & Watkins LLP regarding the shares is filed as an exhibit.
BigBear.ai Holdings, Inc. has established an at-the-market equity offering program under which it may sell up to 100,000,000 shares of common stock from time to time through Jefferies LLC as sales agent. Jefferies will receive up to 3.0% of gross proceeds as commissions and will be deemed an underwriter.
As of June 30, 2026, common shares outstanding were 479,494,493. Based on an illustrative price of $2.83 per share, net tangible book value would increase from $0.84 to $1.17 per share, implying dilution of $1.66 per share to new investors, assuming full issuance. Net proceeds are intended for working capital, general corporate purposes, and potential strategic investments or partnerships.
BigBear.ai Holdings Inc has a significant institutional holder, Vanguard Capital Management LLC, which reports beneficial ownership of 24,814,539 shares of BigBear.ai common stock on a Schedule 13G. This represents 5.18% of the outstanding class.
Vanguard Capital Management and specified affiliates have sole voting power over 3,612,850 shares and sole dispositive power over 24,814,539 shares, with no shared voting or dispositive power. The position reflects holdings across Vanguard-managed funds and client accounts where these entities exercise voting and/or investment authority. Vanguard Capital Management and related investment companies and accounts have rights to dividends and sale proceeds for these securities, but no other individual person’s interest exceeds 5% of the class.
BigBear.ai Holdings, Inc. reported Q2 2026 revenue of $36,749 (in thousands), up from $32,472 a year earlier. Gross margin was $12,051 (in thousands). The quarter showed a much narrower net loss of $25,749 (in thousands), or $0.05 per share, versus $228,619 a year ago. The Ask Sage acquisition contributed $6,098 of revenue and a $1,777 net loss for the quarter.
As of June 30, 2026, cash, cash equivalents and restricted cash were $38,065 (in thousands), down from $92,647 at year‑end, while available‑for‑sale U.S. Treasuries and corporate bonds totaled $373,525 (in thousands) at fair value. Total debt, net, fell to $16,643 (in thousands) after full conversion and retirement of the 2029 Convertible Notes, and derivative liabilities declined to $10,455 (in thousands) from $116,906. Stockholders’ equity increased to $770,324 (in thousands).
The company completed and fully paid restructuring plans begun in 2025 and 2026 and closed the CargoSeer acquisition for $5.0 million focused on customs and border AI. All capacity under prior at‑the‑market equity programs has been used, and common shares outstanding rose to 479,494,493.
BigBear.ai Holdings, Inc. reported second-quarter 2026 revenue of $36.7 million, up 13% from the prior-year quarter, driven by Ask Sage GenAI platforms and products. Gross margin improved to 32.8% from 25.0%, and contract backlog grew 9% between December 31, 2025 and June 30, 2026 to $269.6 million.
Total available cash and investments were $409.8 million as of June 30, 2026. Net loss narrowed to $25.7 million from $228.6 million, helped by smaller non-cash losses on derivative fair-value changes, the absence of prior-year goodwill impairment, lower interest expense and higher gross profit, partially offset by higher SG&A and R&D. Non-GAAP Adjusted EBITDA was a loss of $11.6 million versus a $8.5 million loss a year earlier as SG&A rose $10.4 million to $31.8 million, reflecting Ask Sage-related amortization, legal and proxy expenses, and expanded sales and marketing.
On the balance sheet, non-current long-term debt, net, was $0 compared with $90.5 million at December 31, 2025, and derivative liabilities were $10.5 million versus $116.9 million. BigBear.ai affirmed full-year 2026 revenue guidance of $135 million to $165 million, and management referenced a target of 17% revenue growth.
BlackRock, Inc. filed an amended ownership report for BigBear.ai Holdings, Inc. common stock. BlackRock reports beneficial ownership of 39,228,105 shares, representing 8.2% of the outstanding common stock as of June 30, 2026.
BlackRock has sole voting power over 38,417,621 shares and sole dispositive power over 39,228,105 shares, with no shared voting or dispositive power. Various underlying clients and funds have rights to dividends or sale proceeds, but no single underlying holder has more than five percent of BigBear.ai’s outstanding common shares.
BigBear.ai Holdings, Inc. Chief Financial Officer Sean Raymond Ricker reported a routine tax-related share disposition. On the vesting of restricted stock units, 10,069 shares of common stock were withheld at $3.60 per share to cover tax withholding obligations, rather than being sold on the open market. Following this withholding, he holds 592,893 common shares directly.