BigBear.ai Opens 100-Million-Share ATM as Management Signals Acquisition Push

Bigbear.ai Holdings, Inc. (BBAI) Market cap : at edition (Jul 31, 2026) $1.4B

Turnaround

Company Background

BigBear.ai (NYSE: BBAI) is a McLean, Virginia-based defense and national security technology company that sells AI-powered decision intelligence and predictive analytics software, primarily to U.S. government customers. The company carries an approximate $1.4 billion market cap and reported full-year 2025 revenue of $127.7 million, down from $158.2 million in 2024, as lower volumes on Army programs weighed on results throughout the year. The full-year 2025 net loss was $293.9 million, though the bulk of that figure reflected non-cash items including derivative fair-value adjustments and a $70.6 million goodwill impairment.

BigBear.ai entered 2026 in a materially different financial position than a year earlier, largely because of an aggressive equity issuance program in 2025. ATM offerings and warrant exercises generated $701.7 million in gross financing proceeds during full-year 2025, pushing total cash and investments from roughly $50 million at year-end 2024 to $462 million by year-end 2025. In the process, the share count nearly doubled, from 251.5 million shares at December 31, 2024 to 479.5 million shares at June 30, 2026. In January 2026, the company redeemed its remaining $124.6 million of 6.00% Convertible Senior Secured Notes due 2029, primarily through debt-to-equity conversion, effectively eliminating its long-term debt. Shareholders voted in April and again in June 2026 to increase the authorized share count from 500 million to 1 billion.

On the operating side, the company closed its acquisition of Ask Sage — a generative AI platform serving defense and national security agencies — in late 2025 for $229 million in cash. Ask Sage revenue contributed meaningfully to Q1 and Q2 2026 results and accounts for most of the margin expansion the company has reported this year.

What Was Disclosed

On July 31, 2026, BigBear.ai entered into an Open Market Sale Agreement with Jefferies LLC authorizing the sale of up to 100,000,000 shares of common stock at-the-market. The agreement is structured as a continuous at-the-market offering under Rule 415(a)(4) of the Securities Act and draws on the Form S-3 registration statement (File No. 333-289678) filed with the SEC on August 18, 2025. Jefferies earns a commission of up to 3.0% of gross proceeds from any shares actually sold. The company also agreed to indemnify Jefferies against certain liabilities under federal securities laws. No minimum or maximum selling price is specified, and the company is under no obligation to sell any particular number of shares or to sell any shares at all. Legal opinions were provided by Latham & Watkins LLP.

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