BigBear.ai (NYSE: BBAI) sets at-the-market program for 100,000,000 shares

Q: How many shares can BigBear.ai (BBAI) sell under the Open Market Sale Agreement?

The company may sell up to 100,000,000 shares of its common stock under the agreement. These shares will be offered from time to time in at the market transactions using a base prospectus dated August 18, 2025 and a July 31, 2026 prospectus supplement.

Q: What commission will Jefferies receive in BigBear.ai (BBAI) at the market sales?

Jefferies LLC will receive up to 3.0% of the gross proceeds from any shares sold. This commission applies to each sale of BigBear.ai common stock effected through Jefferies under the Open Market Sale Agreement as sales agent.

Q: Under which registration documents will BigBear.ai (BBAI) conduct these stock sales?

Sales will rely on a Form S-3 registration statement , File No. 333-289678, and related prospectus documents. These include a base prospectus dated August 18, 2025 and a prospectus supplement dated July 31, 2026 covering the at the market offering.

Q: Does this BigBear.ai (BBAI) disclosure itself constitute an offer to sell securities?

No, the disclosure states it does not constitute an offer to sell or a solicitation to buy securities. Any offer or sale must comply with applicable state securities laws and occur under the effective registration statement and prospectus documents.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Filing Explained

The July 31, 2026 agreement creates capacity to sell 100,000,000 shares, not a completed sale; issuance would dilute existing ownership percentages.

The company reports an agreement that permits, but does not report, sales of up to 100,000,000 common shares through Jefferies; no shares sold or proceeds received are disclosed in this filing.

If shares are sold and issued, the company’s total share count would increase and existing holders’ percentage ownership would decrease absent offsetting changes; this is the structural dilution mechanism, not a completed issuance.

The referenced Form S-3 provides registration capacity for future sales, while the at-the-market arrangement describes a possible gradual sale at prevailing prices rather than a single priced deal.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

ATM capacity: 100,000,000 shares of common stock Sales agent commission: 3.0% of gross proceeds Par value per share: $0.0001 per share +3 more

6 metrics

ATM capacity 100,000,000 shares of common stock Maximum aggregate shares BigBear.ai may sell under the Open Market Sale Agreement

Sales agent commission 3.0% of gross proceeds Commission payable to Jefferies LLC on any shares sold under the program

Par value per share $0.0001 per share Par value of BigBear.ai common stock listed on the New York Stock Exchange

Warrant exercise price $11.50 per share Exercise price for redeemable warrants trading under symbol BBAI.WS

Registration statement Form S-3, File No. 333-289678 Registration statement used for the at the market offering of common stock

Sales Agreement date July 31, 2026 Date BigBear.ai entered into the Open Market Sale Agreement with Jefferies

Key Terms

Open Market Sale Agreement, at the market offering, Registration Statement on Form S-3, Base Prospectus, +2 more

6 terms

Open Market Sale Agreement regulatory

"entered into an Open Market Sale Agreement with Jefferies LLC"

A contract that lets a shareholder or issuer authorize a broker to sell stock into the public market over time rather than to one specific buyer. Think of it like hiring a salesperson to quietly sell items from your garage in small batches so you don’t crash the price; for investors it matters because it increases supply and liquidity, can put downward pressure on the share price, and signals an upcoming flow of shares into the market.

at the market offering regulatory

"sales will be made as an at the market offering under Rule 415(a)(4)"

An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.

Registration Statement on Form S-3 regulatory

"pursuant to the company’s registration statement on Form S-3 (File No. 333-289678)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

Base Prospectus regulatory

"the base prospectus included in the Registration Statement (the Base Prospectus)"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

prospectus supplement regulatory

"and a prospectus supplement dated July 31, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

indemnification and contribution regulatory

"the company has also agreed to provide indemnification and contribution to the sales agent"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/31/2026 - 05:19 PM Accepted by SEC EDGAR 07/31/2026 - 05:18 PM

FAQ

What stock sale arrangement did BigBear.ai (BBAI) disclose?

BigBear.ai entered an Open Market Sale Agreement with Jefferies LLC to sell its common stock. The arrangement permits at the market sales of up to 100,000,000 shares through Jefferies acting as sales agent under an existing Form S-3 registration statement and related prospectus.

How many shares can BigBear.ai (BBAI) sell under the Open Market Sale Agreement?

The company may sell up to 100,000,000 shares of its common stock under the agreement. These shares will be offered from time to time in at the market transactions using a base prospectus dated August 18, 2025 and a July 31, 2026 prospectus supplement.

What commission will Jefferies receive in BigBear.ai (BBAI) at the market sales?

Jefferies LLC will receive up to 3.0% of the gross proceeds from any shares sold. This commission applies to each sale of BigBear.ai common stock effected through Jefferies under the Open Market Sale Agreement as sales agent.

Under which registration documents will BigBear.ai (BBAI) conduct these stock sales?

Sales will rely on a Form S-3 registration statement, File No. 333-289678, and related prospectus documents. These include a base prospectus dated August 18, 2025 and a prospectus supplement dated July 31, 2026 covering the at the market offering.

Does this BigBear.ai (BBAI) disclosure itself constitute an offer to sell securities?

No, the disclosure states it does not constitute an offer to sell or a solicitation to buy securities. Any offer or sale must comply with applicable state securities laws and occur under the effective registration statement and prospectus documents.

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) July 31, 2026

BigBear.ai Holdings, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware

001-40031

85-4164597

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

7950 Jones Branch Drive, First Floor, North Tower

McLean, VA 22102

(Address of principal executive offices) (Zip Code)

(410) 312-0885

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

☐	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:


Title of each class	Trading Symbol(s)	Name of each exchange 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 ☐

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. ☐

Item 8.01.

Other Events.

On July 31, 2026, BigBear.ai Holdings, Inc. (the “Company”) entered into an Open Market Sale Agreement^TM (the “Sales Agreement”) with Jefferies LLC, as sales agent (the “sales agent”), pursuant to which the Company may, from time to time, sell up to an aggregate of 100,000,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (the “Common Stock”), through the sales agent.

The offer and sales under the Sales Agreement will be made pursuant to the Company’s registration statement on Form S-3 (File No. 333-289678) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on August 18, 2025, the base prospectus included in the Registration Statement (the “Base Prospectus”), dated August 18, 2025, and a prospectus supplement (together with the Base Prospectus, the “Prospectus”), dated July 31, 2026.

Sales of the Shares, if any, will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended (the “Securities Act”). The compensation paid by the Company to the sales agent will be an amount equal to up to 3.0% of the gross proceeds from any Shares sold under the Sales Agreement. The Company has also agreed to provide indemnification and contribution to the sales agent with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange Act of 1934, as amended.

The Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the terms of the Sales Agreement is qualified in its entirety by reference to such exhibit.

In connection with the Prospectus, the legal opinion of Latham & Watkins LLP relating to the Shares to be sold pursuant to the Sales Agreement, is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits


Exhibit Number		Exhibit Description

1.1		Open Market Sale Agreement^TM, dated July 31, 2026, by and among the Company and Jefferies LLC.

5.1		Opinion of Latham & Watkins LLP.

23.1		Consent of Latham & Watkins LLP (included in Exhibit 5.1).

104		Inline XBRL for the cover page of this Current Report on Form 8-K

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: July 31, 2026



By:		/s/ Sean Ricker
Name:		Sean Ricker
Title:		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents