STOCK TITAN

BigBear.ai (NYSE: BBAI) boosts margin, trims debt and affirms 2026 outlook

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. reported first quarter 2026 revenue of $34.4 million, down 1% from $34.8 million a year earlier, while expanding gross margin from 21.3% to 34.0% helped by higher‑margin Generative AI products from the Ask Sage acquisition.

Backlog grew 14% sequentially to $281.9 million, including a $53 million classified national security award, and the company affirmed full‑year 2026 revenue guidance of $135–$165 million. Net loss improved modestly to $56.8 million, while non‑GAAP Adjusted EBITDA was a loss of $9.9 million. BigBear.ai ended March 31, 2026 with $431.5 million in cash and investments after settling the remaining $124.6 million of 2029 convertible notes mainly through debt‑to‑equity conversion.

Positive

  • None.

Negative

  • None.

Insights

Q1 shows strong margin and backlog, but losses and cash burn continue.

BigBear.ai delivered flat revenue at $34.4M for Q1 2026, but gross margin jumped to 34.0% from 21.3%. The mix shift toward higher‑margin GenAI platforms from the Ask Sage acquisition is clearly visible and drives most of the margin improvement.

Backlog rose 14% quarter‑over‑quarter to $281.9M, helped by a sole‑source classified award of $53M, giving better mid‑term revenue visibility. At the same time, the company remains loss‑making, with net loss of $56.8M and Adjusted EBITDA of $(9.9)M.

On the balance sheet, settlement of $124.6M of 2029 convertible notes and derivative liability reduction cut total liabilities sharply, while cash and investments reached $431.5M as of March 31, 2026. Full‑year revenue guidance of $135–$165M was affirmed; future filings will show whether margin gains and backlog conversion offset ongoing operating losses.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q1 2026 Revenue $34.4 million Three months ended March 31, 2026 revenue vs. $34.8M in 2025
Gross Margin 34.0% Q1 2026 gross margin vs. 21.3% in Q1 2025
Backlog $281.9 million Backlog as of March 31, 2026, up 14% from prior quarter
Net Loss $(56.8) million Net loss for Q1 2026 vs. $(62.0)M in Q1 2025
Adjusted EBITDA $(9.9) million Non-GAAP Adjusted EBITDA for Q1 2026 vs. $(7.0)M in 2025
Cash and Investments $431.5 million Total available cash and investments as of March 31, 2026
Convertible Notes Settled $124.6 million Remaining 2029 convertible notes converted to equity in January 2026
2026 Revenue Guidance $135–$165 million Affirmed full-year 2026 revenue outlook range
Adjusted EBITDA financial
"Non-GAAP Adjusted EBITDA* of $(9.9) million for the first quarter of 2026"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
backlog financial
"Backlog increased 14% from the fourth quarter to $281.9 million"
A backlog is the amount of work or orders that a company has received but hasn't completed yet. It’s like a restaurant with many dishes to serve; the backlog shows how many orders are still waiting to be finished. It matters because a large backlog can indicate strong demand or potential delays in delivering products or services.
Convertible notes financial
"Settled the remaining $124.6 million of 2029 Convertible notes"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
derivative liabilities financial
"Derivative liabilities | 9,982 | | | 116,906"
Derivative liabilities are obligations a company records when it owes money under financial contracts whose value depends on something else, like interest rates, stock prices, or currencies. Think of them as bets or insurance policies that can create future cash payments; they matter to investors because they can cause sudden changes in a company’s reported debt, profits and cash flow and reveal exposure to market risks that could affect valuation.
non-GAAP financial measures financial
"Some of the financial information and data contained in this press release, such as EBITDA and Adjusted EBITDA have not been prepared in accordance with United States generally accepted accounting principles"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
loss on extinguishment of debt financial
"The non-cash loss on the extinguishment of debt in the first quarter of 2026 was in connection with the conversion of the 2029 Notes to equity"
Loss on extinguishment of debt is the accounting hit a company records when it retires or restructures a loan or bond for an amount that exceeds the debt’s recorded value—like paying more than the remaining balance to settle a loan early. It matters to investors because it reduces reported profit and can use cash, but may also cut future interest costs or signal financial stress; understanding it helps assess earnings quality and balance-sheet strength.
Revenue $34.4 million -1% year-over-year
Gross Margin 34.0% up from 21.3% in Q1 2025
Net Loss $(56.8) million improved from $(62.0) million in Q1 2025
Adjusted EBITDA $(9.9) million down from $(7.0) million in Q1 2025
Backlog $281.9 million up 14% from prior quarter
Guidance

Full-year 2026 revenue guidance affirmed at $135 million to $165 million.

0001836981false00018369812026-05-052026-05-050001836981us-gaap:CommonStockMember2026-05-052026-05-050001836981bbai:RedeemableWarrantsMember2026-05-052026-05-05

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

FORM 8-K
_________________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 5, 2026
________________________________________________________
BigBear.ai Holdings, Inc.
(Exact name of Registrant as Specified in Charter)
________________________________________________________
Delaware
001-40031
85-4164597
(State or Other Jurisdiction of
(Commission
(IRS Employer
Incorporation or Organization)
File Number)
Identification Number)
7950 Jones Branch Drive, First Floor, North Tower
McLean, VA 22102
(Address of principal executive offices, including Zip Code)
(410) 312-0885
(Registrant's telephone number, including area code)
________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Trading
Name of each exchange
Title of each class
Symbols
on which registered
Common stock, $0.0001 par value
BBAI
New York Stock Exchange
Redeemable warrants, each full warrant exercisable for one share of common stock at an exercise price of $11.50 per share
BBAI.WS
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o




Item 2.02     Results of Operations and Financial Condition.

On May 5, 2026, BigBear.ai Holdings, Inc. (the “Company”) announced its financial results of operations for the quarter ended March 31, 2026. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein solely for purposes of this Item 2.02 disclosure.

The information provided in this Item 2.02, including Exhibit 99.1 of this Current Report, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Exchange Act, unless expressly set forth as being incorporated by reference into such filing.
Item 9.01     Financial Statements and Exhibits.
(d) Exhibits:

Exhibit No.
Description
99.1
Press release date May 5, 2026
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)





SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Dated:
May 5, 2026
By:
/s/ Sean Ricker
Name:
Sean Ricker
Title:
Chief Financial Officer

Exhibit 99.1
BigBear.ai Announces First Quarter 2026 Results, Increases Backlog Including More Than $60 million in National Security Contracts, and Affirms Revenue Guidance

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

McLean, VA– May 5, 2026 – BigBear.ai Holdings, Inc. (NYSE: BBAI) (“BigBear.ai” or the “Company”), a specialized defense & security technology company providing mission-ready AI, today announced financial results for the first quarter of 2026 and issued an investor presentation that has been posted to the Investor Relations section of the Company’s website.

“It is great to report significant wins in Q1 amounting to close to $75 million that prove our thesis that national security, and trade & travel are two markets that we are right to stay laser-focused on serving. These wins keep us on track to meet our topline revenue target for 2026 and we are pleased to see our pipeline strengthening at this stage of the year,” said Kevin McAleenan, CEO of BigBear.ai.

“This quarter, we also launched an internal realignment initiative so that sales, technology, delivery and customer success teams each line up against the highest priority growth areas, bringing everyone closer to operators’ realities. This will both increase our pace and ability to flex to changing customer demands. BigBear.ai has a clear strategy, strong balance sheet, and structure to deliver exactly what our mission customers need most in a moment of extraordinary global disruption.”

“We’ve started off this year on a solid footing. The redemption of the 2029 Notes in January marked the culmination of efforts we began last year to improve our liquidity profile and deleverage the balance sheet. As we focus on operational execution and performance in 2026, we’re already seeing strong gross margin expansion from the contribution of Generative AI revenue,” said Sean Ricker, CFO of BigBear.ai.

“We’re proud to be one of the very first public companies to adopt a Retail Voting Program. This program provides our retail investors better ease and flexibility to make their voices heard on future proxy solicitations, including our upcoming Annual General Meeting on June 9, 2026. We’re encouraging all shareholders who are eligible to opt in to the program and make sure to vote your shares ahead of the Annual General Meeting.”


*EBITDA and Adjusted EBITDA are non-GAAP financial measures. See the “Non-GAAP Financial Measures” section in this press release for additional information and reconciliations.

Page 1



Financial Highlights
Revenue decreased 1% to $34.4 million for the first quarter of 2026, compared to $34.8 million for the first quarter of 2025 primarily due to lower volume on Army programs that was substantially offset by revenue attributable to the Ask Sage acquisition, which closed in the fourth quarter of 2025.
Gross margin was 34.0% in the first quarter of 2026, compared to 21.3% in the first quarter of 2025, due to increased volume from Ask Sage’s higher margin GenAI Platforms and Products in the first quarter of 2026 as compared to the first quarter of 2025.
Selling, general, and administrative expenses increased $6.5 million from $22.7 million in the first quarter of 2025 to $29.2 million in the first quarter of 2026. The increase was primarily driven by increased intangible asset amortization from the Ask Sage acquisition, increased legal and proxy expenses related to our special stockholder meeting and establishing our new Retail Voting Program, and increased sales and marketing expenses resulting from partnerships and expanding our growth team.
Net loss in the first quarter of 2026 was $56.8 million, compared to a net loss of $62.0 million for the first quarter of 2025. The decrease in net loss was primarily driven by a decrease in the loss due to non-cash changes in the fair value of derivatives of $13.2 million, a decrease in interest expense of $4.8 million, higher gross margin of $4.3 million and increased interest income of $3.2 million. These were partially offset by higher SG&A expenses of $6.5 million, described above, as well as an increase in the non-cash loss on extinguishment of debt of $13.2 million. The non-cash loss on the extinguishment of debt in the first quarter of 2026 was in connection with the conversion of the 2029 Notes to equity in January 2026, which eliminated the remaining $124.6 million outstanding on 2029 Notes and after which only $16.5 million of debt, pertaining to the 2026 Notes, remained and which will be settled before the end of 2026.
Non-GAAP Adjusted EBITDA* of $(9.9) million for the first quarter of 2026 compared to $(7.0) million for the first quarter of 2025 is primarily driven by an increase in SG&A expenses of $6.5 million, partially offset by higher gross margin of $4.3 million.

The above information on financial outlook, and other sections of this release contain forward-looking statements, which are based on the Company’s current expectations. Actual results may differ materially from those projected. It is the Company’s practice not to incorporate adjustments into its financial outlook for proposed acquisitions, divestitures, changes in law, or new accounting standards until such items have been consummated, enacted, or adopted, as the case may be. For additional factors that may impact the Company’s actual results, refer to the “Forward-Looking Statements” section in this release.


*EBITDA and Adjusted EBITDA are non-GAAP financial measures. See the “Non-GAAP Financial Measures” section in this press release for additional information and reconciliations.

Page 2


Summary of Results for the First Quarter Ended
March 31, 2026 and March 31, 2025
(Unaudited)

Three Months Ended
March 31,
$ thousands (expect per share amounts)20262025
Revenues
$34,435 $34,757 
Cost of revenues
22,714 27,369 
Gross margin
11,721 7,388 
Operating expenses:
Selling, general and administrative
29,225 22,732 
Research and development
5,533 4,166 
Restructuring charges— 1,698 
Transaction expenses
1,218 — 
Operating loss(24,255)(21,208)
Interest expense
317 5,116 
Interest income(3,785)(556)
Net increase in fair value of derivatives20,125 33,336 
Loss on extinguishment of debt15,826 2,577 
Other expense, net11 280 
Loss before taxes(56,749)(61,961)
Income tax expense14 25 
Net loss$(56,763)$(61,986)
Basic and diluted net loss per share
$(0.12)$(0.25)
Weighted-average shares outstanding:
Basic
473,059,547 252,341,401 
Diluted
473,059,547 252,341,401 


Page 3


Consolidated Balance Sheets as of
March 31, 2026 and December 31, 2025
(Unaudited)
$ in thousands (except per share amounts)
March 31,
2026
December 31, 2025
Assets
Current assets:
Cash and cash equivalents$100,704 $87,126 
Restricted cash6,002 5,521 
Available for sale investments
248,682 200,461 
Accounts receivable, less allowance for credit losses
22,807 22,703 
Contract assets874 218 
Prepaid expenses and other current assets14,946 14,514 
Total current assets394,015 330,543 
Non-current assets:
Property and equipment, net1,736 1,562 
Goodwill238,737 241,100 
Intangible assets, net137,421 139,470 
Available for sale investments
82,066 173,949 
Right-of-use assets6,830 7,063 
Other non-current assets859 860 
Total assets$861,664 $894,547 
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable$4,234 $6,088 
Current portion of long-term debt, net16,601 16,560 
Accrued liabilities15,568 19,649 
Contract liabilities11,272 14,756 
Current portion of long-term lease liability1,013 1,095 
Derivative liabilities9,982 116,906 
Other current liabilities
6,094 10,466 
Total current liabilities64,764 185,520 
Non-current liabilities:
Long-term debt, net— 90,484 
Long-term lease liability6,495 6,673 
Total liabilities71,259 282,677 
Stockholders’ equity
Common stock, par value $0.0001; 500,000,000 shares authorized and 477,014,064 shares issued and outstanding at March 31, 2026 and 446,908,458 shares issued and 436,955,655 shares outstanding at December 31, 202549 46 
Additional paid-in capital1,713,437 1,534,792 
Treasury stock, at cost; zero shares at March 31, 2026 and 9,952,803 shares at December 31, 2025— (57,350)
Accumulated deficit(922,318)(865,555)
Accumulated other comprehensive loss(763)(63)
Total stockholders’ equity790,405 611,870 
Total liabilities and stockholders’ equity$861,664 $894,547 

Page 4


Consolidated Statements of Cash Flows for the First Quarter Ended
March 31, 2026 and March 31, 2025
(Unaudited)

Three Months Ended
March 31,
$ in thousands20262025
Cash flows from operating activities:
Net (loss) income$(56,763)$(61,986)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense7,081 3,470 
Amortization of debt discount and issuance costs41 2,764 
Accretion of discount on investments in debt securities
(381)— 
Equity-based compensation expense3,423 7,400 
Non-cash lease expense233 370 
Provision for doubtful accounts— 40 
Deferred income tax (benefit) expense— — 
Loss on extinguishment of debt15,826 2,577 
Increase in fair value of derivatives20,125 33,336 
Changes in assets and liabilities:
(Increase) decrease in accounts receivable(660)4,348 
(Increase) decrease in contract assets(656)383 
(Increase) in prepaid expenses and other assets(339)(1,795)
Decrease in accounts payable(1,984)(4,163)
(Decrease) increase in accrued expenses(534)4,446 
(Decrease) increase in contracts liabilities(3,450)476 
Increase in other liabilities37 1,670 
Net cash (used in) provided by operating activities(18,001)(6,664)
Cash flows from investing activities:
Proceeds from maturities of investments in debt securities
43,225 — 
Acquisition of businesses, net of cash acquired(10,183)— 
Purchases of property and equipment(319)(80)
Capitalized software development costs— (1,540)
Net cash provided by (used in) investing activities32,723 (1,620)
Cash flows from financing activities:
Proceeds from issuance of shares for exercised RDO and PIPE warrants— 64,673 
Payment of Private Placement and Registered Direct Offering transaction costs— (551)
Proceeds from at-the-market offering— 6,569 
Payment of transaction costs for at-the-market offering— (115)
Repayment of short-term borrowings— (366)
Payment of debt issuance costs to third parties
— (4,342)
Proceeds from exercise of options67 1,393 
Payments of tax withholding from the issuance of common stock(850)(1,318)
Net cash (used in) provided by financing activities(783)65,943 
Effect of foreign currency rate changes on cash, cash equivalents, and restricted cash120 (190)
Net increase in cash, cash equivalents, and restricted cash14,059 57,469 
Cash, cash equivalents, and restricted cash at the beginning of the period92,647 50,141 
Cash, cash equivalents, and restricted cash at the end of the period$106,706 $107,610 
Page 5


EBITDA* and Adjusted EBITDA* for the First Quarter
March 31, 2026 and March 31, 2025
(Unaudited)
Three Months Ended
March 31,
$ thousands20262025
Net loss$(56,763)$(61,986)
Interest expense317 5,116 
Interest income(3,785)(556)
Income tax expense14 25 
Depreciation and amortization7,081 3,470 
EBITDA(53,136)(53,931)
Adjustments:
Equity-based compensation3,423 7,400 
Employer payroll taxes related to equity-based compensation(1)
836 1,015 
Net increase in fair value of derivatives(2)
20,125 33,336 
Restructuring charges(3)
— 1,698 
Non-recurring strategic initiatives(4)
1,462 894 
Non-recurring litigation(5)
246 22 
Transaction expenses(6)
1,218 — 
Non-recurring integration costs(7)
64 — 
Loss on extinguishment of debt(8)
15,826 2,577 
Adjusted EBITDA$(9,936)$(6,989)

(1)Includes employer payroll taxes due upon the vesting of equity awards granted to employees.
(2)The change in fair value of derivatives during the three months ended March 31, 2026 primarily relates to a $28.3 million mark-to-market loss for the 2029 Notes Conversion Options immediately prior to conversion. This was offset by a gains related to the fair market value adjustments on the 2025 RDO Warrants, IPO private warrants, and 2026 Notes Conversion Option of $8.2 million.

The change during the three months ended March 31, 2025, relates to the $14.0 million loss recorded upon the exercise of the 2024 RDO and 2024 PIPE Warrants and issuance of the 2025 RDO Warrants in connection with the warrant exercise agreements entered into on February 5, 2025. During the three months ended March 31, 2025, there was a $59.9 million mark-to-market loss for the 2029 Notes Conversion Options immediately prior to the partial conversion. This was offset by gains related to the fair market value adjustments on the 2025 RDO Warrants, IPO private warrants, and the 2026 and 2029 Notes Conversion Options of $40.6 million.
(3)Includes employee separation costs which are associated with strategic reviews of the Company’s capacity and future projections to better align the organization and cost structure and improve the affordability of its products and services.
(4)Non-recurring professional fees incurred in connection with discrete, non-recurring strategic initiatives, including business transformation and strategy realignment consulting services which management does not consider part of the Company’s ongoing operating expenses.
(5)Non-recurring litigation consists primarily of legal settlements and related fees for specific proceedings that we have determined arise outside of the ordinary course of business based on the following considerations which we assess regularly: (1) the frequency of similar cases that have been brought to date, or are expected to be brought within two years; (2) the complexity of the case; (3) the nature of the remedy(ies) sought, including the size of any monetary damages sought; (4) offensive versus defensive posture of us; (5) the counterparty involved; and (6) our overall litigation strategy.
(6)Transaction expenses during the three months ended March 31, 2026 consist primarily of diligence, legal and other related expenses incurred associated with the Ask Sage and CargoSeer acquisitions.
(7)Non-recurring internal integration costs related to the Ask Sage acquisition.
(8)Loss on extinguishment of debt is related to voluntary conversions of the 2029 Notes to common stock and the related extinguishment of unamortized debt discount and debt costs.
*EBITDA and Adjusted EBITDA are non-GAAP financial measures. See the “Non-GAAP Financial Measures” section in this press release for additional information and reconciliations.

Page 6



Forward-Looking Statements

This release contains forward-looking statements regarding future events and our future results that are subject to the safe harbors created under the Securities Act of 1933 (the “Securities Act”), the Securities Exchange Act of 1934 (the “Exchange Act”) and the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “project,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding our industry, future events, and other statements that are not historical facts. These statements are based on current expectations and beliefs concerning future developments and their potential effects on us and should not be relied upon as representing BigBear’s assessment as of any date subsequent to the date of this release. There can be no assurance that future developments affecting us will be those that we have anticipated. Many actual events and circumstances are beyond our control. These forward-looking statements are subject to a number of risks and uncertainties, including those relating to: changes in domestic and foreign business, market, financial, political, and legal conditions; the uncertainty of projected financial information; delays caused by factors outside of our control, including changes in fiscal or contracting policies or decreases in available government funding, including as a result of events such as war, incidents of terrorism, natural disasters, and public health concerns or epidemics; changes in government programs or applicable requirements; budgetary constraints, including any potential constraints as a result of recent or future federal government layoffs, including automatic reductions as a result of “sequestration” or similar measures and constraints imposed by any lapses in appropriations for the federal government or certain of its departments and agencies, including government shutdowns or the ability of the U.S. federal government to unilaterally cancel a contract with or without cause, and more specifically, the potential impact of the U.S. DOGE Service Temporary Organization on government spending and terminating contracts for convenience; the failure of contracts comprising backlog to result in revenue due to changes in funding, terminations for convenience, or option periods going unexercised; the impact of tariffs or other restrictive trade measures; implementation of spending limits or changes in budgetary constraints; influence by, or competition from, third parties with respect to pending, new, or existing contracts with government customers; changes in our ability to successfully compete for and receive task orders and generate revenue under Indefinite Delivery/Indefinite Quantity contracts; our ability to realize the benefits of the strategic partnerships; risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings; failure to realize anticipated benefits of the combined operations; potential delays or changes in the government appropriations or procurement processes; our ability to remediate a material weakness in our internal control over financial reporting; risks regarding the market and our customers accepting and adopting our products, including future new product offerings; the high degree of uncertainty of the level of demand for, and market utilization of, our solutions and products; our ability to successfully execute and realize the benefits of joint ventures, channel sales relationships, partnerships, strategic alliances, subcontracting opportunities, customer contracts and other commercial agreements to which we are a party; and those factors discussed in the Company’s reports and other documents filed with the SEC, including under the heading “Risk Factors.” If any of these risks materialize or our assumptions prove incorrect, actual
Page 7


results could differ materially from those projected by these forward-looking statements. There may be additional risks that we presently do not know or that we currently believe are immaterial which could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect our expectations, plans or forecasts of future events and views as of the date of this release. We anticipate that subsequent events and developments will cause our assessments to change. However, we specifically disclaim any obligation to do so. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Non-GAAP Financial Measures

The financial information and data contained in this press release is unaudited. Some of the financial information and data contained in this press release, such as EBITDA and Adjusted EBITDA have not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). To supplement our unaudited condensed consolidated financial statements, which are prepared and presented in accordance with GAAP in our press release, we also report certain non-GAAP financial measures. A “non-GAAP financial measure” refers to a numerical measure of a company’s historical or future financial performance, financial position, or cash flows that excludes (or includes) amounts that are included in (or excluded from) the most directly comparable measure calculated and presented in accordance with GAAP in such company’s financial statements. Non-GAAP financial measures should not be considered in isolation or as a substitute for the relevant GAAP measures and should be read in conjunction with information presented on a GAAP basis. Because not all companies use identical calculations, our presentation of non-GAAP measures may not be comparable to other similarly titled measures of other companies.

The presentation of these financial measures is not intended to be considered in isolation or as a substitute for, or superior to, financial information prepared and presented in accordance with GAAP and should not be considered measures of BigBear.ai’s liquidity. Investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. In particular, many of the adjustments to our GAAP financial measures reflect the exclusion of certain items, as defined in our non-GAAP definitions below, which are recurring and will be reflected in our financial results for the foreseeable future. In addition, these measures may be different from non-GAAP financial measures used by other companies, even where similarly titled, limiting their usefulness for comparison purposes and therefore should not be used to compare BigBear.ai’s performance to that of other companies. We endeavor to compensate for the limitation of the non-GAAP financial measures presented by also providing the most directly comparable GAAP measures and descriptions of the reconciling items and adjustments to derive the non-GAAP financial measures.

We believe these non-GAAP financial measures provide investors and analysts with useful supplemental information about the financial performance of our business, enable comparison of financial results between periods where certain items may vary independent of business performance, and allow for greater transparency with respect to key measures used by management to operate and analyze our business over different periods of time.
Page 8



EBITDA is defined as net loss before interest expense, interest income, income tax expense (benefit) and depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted for equity-based compensation, employer payroll taxes related to equity-based compensation, net (decrease) increase in fair value of derivatives, restructuring charges, non-recurring strategic initiatives, non-recurring litigation, transaction expenses, non-recurring integration costs, goodwill impairment, impairment of long-lived assets, and loss on extinguishment of debt.

Similar excluded expenses may be incurred in future periods when calculating these measures. BigBear.ai believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. BigBear.ai believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends and in comparing BigBear.ai’s financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors.

Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in the Company’s financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expense and income items are excluded or included in determining these non-GAAP financial measures.

Management uses EBITDA and Adjusted EBITDA as non-GAAP performance measures which are reconciled to the most directly comparable GAAP measure, in the tables included in this release. The Company does not reconcile forward-looking non-GAAP financial measures to the most directly comparable GAAP financial measure (or otherwise describe such forward-looking GAAP measure) because it is not able to forecast the most directly comparable measure calculated and presented in accordance with GAAP without unreasonable effort. Certain elements of the composition of the GAAP amounts are not predictable, making it impracticable for the Company to forecast. As a result, no guidance for the Company’s net (loss) income or reconciliation of the Company’s Adjusted EBITDA guidance is provided. For the same reasons, the Company is unable to assess the probable significance of the unavailable information, which could have a potentially significant impact on its future net income (loss).

We present reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures in the tables included in this release.
Page 9


About BigBear.ai
BigBear.ai is a specialized defense technology company, developing and deploying mission-ready AI solutions and services. Customers and partners rely on BigBear.ai’s predictive analytics capabilities in highly complex, distributed, mission-based operating environments. Headquartered in McLean, Virginia, BigBear.ai is a public company traded on the NYSE under the symbol BBAI. For more information, visit https://bigbear.ai/ and follow BigBear.ai on LinkedIn: @BigBear.ai and X: @BigBearai.


###
Page 10


###


Contacts

Investor Contact
investors@bigbear.ai

Media Contact
media@bigbear.ai






Page 11

FAQ

How did BigBear.ai (BBAI) perform financially in Q1 2026?

BigBear.ai generated $34.4 million in revenue in Q1 2026, down 1% from $34.8 million a year earlier. Net loss improved modestly to $56.8 million, while non-GAAP Adjusted EBITDA was a loss of $9.9 million for the quarter.

What happened to BigBear.ai’s gross margin in Q1 2026?

BigBear.ai’s gross margin improved to 34.0% in Q1 2026 from 21.3% in Q1 2025. Management attributes this expansion mainly to greater contribution from Ask Sage’s higher-margin Generative AI platforms and products following the acquisition completed in late 2025.

How large is BigBear.ai’s backlog as of March 31, 2026?

Backlog reached $281.9 million as of March 31, 2026, a 14% increase from the prior quarter. The growth was primarily driven by a sole-source prime classified national security award of $53 million booked during the first quarter of 2026.

What is BigBear.ai’s debt and liquidity position after Q1 2026?

BigBear.ai settled the remaining $124.6 million of its 2029 convertible notes mainly via debt-to-equity conversion in January 2026. As of March 31, 2026, it held $431.5 million in total available cash and investments and had $16.5 million of 2026 notes remaining.

Did BigBear.ai change its 2026 revenue guidance in this 8-K?

No. BigBear.ai affirmed its full-year 2026 revenue guidance in this report. The company continues to project revenue in the range of $135 million to $165 million, reflecting expected growth from national security and trade and travel markets.

What non-GAAP metrics does BigBear.ai highlight for Q1 2026?

The company emphasizes EBITDA and Adjusted EBITDA as non-GAAP measures. For Q1 2026, Adjusted EBITDA was $(9.9) million, reflecting adjustments for equity-based compensation, derivative fair value changes, transaction costs, restructuring-related items, and loss on extinguishment of debt.

Filing Exhibits & Attachments

5 documents