NYSE: BBAI

Customer Context

There is an urgent need for greater security in a volatile world and for greater transparency in how people and goods move. These trends have collided with historic demand for game-changing technology and pressure on governments and businesses all over the world to transform at breakneck pace, recognizing that never in the history of humankind has a technology as powerful as AI emerged and spread through industries and our lives as rapidly as AI will.

BigBear.ai is positioned to help our customers win in this context. The majority of our employees are security-cleared and many operate alongside their customers daily, we have deep trusting relationships with unique and discerning customers in the U.S. government, and with select commercial partners, putting us in the ideal position to deliver custom-designed AI solutions for the pressing, complex problems of today.

Policy and political landscapes are relevant. In January 2026, The U.S. government published its AI Acceleration Strategy. This marks a decisive pivot toward state-driven technological dominance, prioritizing rapid military deployment and federal preemption over regional regulation. The administration aims to create a unified national "Frontier", prioritizing innovation over state ethics mandates. This wartime footing is designed to ensure the U.S. maintains a lead in the global AI race, treating computational power and algorithmic speed as national capital.

The government’s AI Acceleration strategy is anchored by Pace-Setting Projects (PSPs), a series of high-velocity initiatives intended to bridge the gap between commercial breakthroughs and battlefield application. By mandating "AI Model Parity," the government intends to fast-follow private sector speed, ensuring that every branch of the Joint Force has immediate access to the same frontier models. The strategy includes a significant legal and physical infrastructure overhaul, aiming to cement a permanent American "AI Technology Stack" that is both ideologically neutral and strategically unassailable.

Similarly, businesses across broad industries are reviewing and reimagining how technology can help them win – from the products and services they sell to how they operate. BigBear.ai works with a number of these commercial partners to enhance their capabilities. This can range from providing greater supply chain transparency to optimizing processes and technical workflows.

National Security Capabilities

Generative AI for Defense & Intelligence

On December 31st, 2025, BigBear.ai announced that it had completed the acquisition of Ask Sage, a platform-agnostic generative AI solution designed specifically to serve defense and intelligence customers. It is the first platform of its kind to have been FedRAMP (Federal Risk and Authorization Management Program) authorized, which means that it passes a U.S. government program that provides a standardized approach to security assessment, authorization, and continuous monitoring for cloud

products and services. This is critically important because before Ask Sage, defense and national security staff in the U.S. could not use generative AI platforms freely to assist with their work.

Having been subjected to rigorous security vetting and certified to meet federal security standards for handling government data up to DoD IL5, IL6 and Top-Secret use, Ask Sage is - as of January 2026 - used by more than 16,000 government teams, 100,000 Department of War users, and 2,500 companies. While other platforms that enable Frontier AI models to be used in sensitive contexts are emerging, Ask Sage has first-mover advantage and will serve as a central pillar of BigBear.ai’s technology capabilities.

Autonomy at the Edge

In a military context, operating “at the edge” means working in tactical locations where troops, sensors, and weapons systems are engaged—often far from centralized command centers or cloud data centers. BigBear.ai orchestrates and fuses data and artificial intelligence in these arenas, even in distributed and/or disconnected environments. Proven computer vision, anomaly/event detection, and descriptive and predictive analytics supports operations and breaks down silos between vendors and systems.

For example, as the modern battle space evolves in complexity, ConductorOS arms defense operators with intelligent, resilient, and mission-ready systems of interconnected edge devices. It is a sophisticated AI, data and sensor orchestration platform designed to transform how distributed systems are built and managed in mission-critical defense environments. ConductorOS transforms connected devices and systems into a dynamic orchestration layer, running AI models at the mission’s edge for split-second inference and autonomy. In 2025, ConductorOS was central to exercise “Talisman Sabre” a joint exercise to strengthen military interoperability between allied forces, practice crisis-action planning and contingency responses between U.S., Australian Forces, and more than two dozen other nations.

Operational Readiness

Our approach to operational readiness streamlines the existing complex processes of organizing and forecasting manpower, equipment, and supply chain data. BigBear.ai combines subject matter expertise with technology to connect capabilities, provide insights on process performance and recommendations for managing risk. Our capabilities deliver course of action decision support and event prediction and forecasting, which provides decision makers with insights at the speed of operational relevance.

Travel and Trade Capabilities

Digital Identity

BigBear.ai is at the forefront of technological advancement in the realm of identity verification and biometrics. We offer software assets leveraging advanced vision AI technologies that are the cornerstone of our commitment to innovation in identity verification and security. Through the integration of sophisticated algorithms and machine learning capabilities, our software solutions empower organizations to authenticate individuals with unmatched accuracy and efficiency. These digital identity offerings are no longer restricted to national security uses - they are increasingly expanding into enabling a frictionless user experience in an ever-growing number of settings wherever identity verification is valuable.

Digital Twin

Our approach to modeling and simulation enables our customers and partners to capture the behavior of complex interdependent processes and execute rapid course-of-action analysis. Our tools play a critical role in aiding capital investment strategies, building design, layouts, and equipment purchases for manufacturing, logistics, business processes, and other operational systems.

Logistics and Supply Chain Management (SCM)

Our approach to enabling our military, intelligence, and federal agencies is to facilitate the safe transport of goods and people in contested environments and at points of entry. In January 2026, we acquired the assets of CargoSeer, a specialized AI software company delivering cargo scanning enhancement and trade risk management capabilities for customs enforcement missions worldwide. The CargoSeer AI Shipment Inspection Platform supports enhanced Non-Intrusive Inspection (NII) for cargo, by combining automated image analysis, computer vision, and machine learning coupled with trade and cargo data. The technology helps customs authority operators rapidly identify high-risk shipments, detect threats, and improve inspection efficiency across ports of entry.

Financial Strength and Growth Focus

BigBear.ai has been a trusted partner to our customers for decades—we take that trust seriously and we work every day to keep it. Bigbear.ai is now in the strongest financial position in the history of the Company. The changes are reflected in our capital structure, liquidity profile, and market valuation.

Market capitalization expanded from approximately $1.1 billion in January 2024 to $2.4 billion in December 2025, an increase of more than $1.2 billion, or 112%.

The increase in market capitalization was achieved alongside a dramatic improvement in net cash, reflecting a higher-quality valuation supported by a substantially stronger balance sheet. Cash and cash equivalents and investments in available for sale debt securities increased from $50.1 million as of December 31. 2024 to $461.5 million as of December 31, 2025, a nearly tenfold improvement, providing meaningful strategic flexibility.

Total debt was reduced from $142.3 million as of December 31, 2025 to $17.7 million subsequent to year-end, an 88% reduction. This transition fundamentally changes the Company’s profile and positions us to invest from a position of strength.[

People and Culture

As of December 31, 2025, we had 579 employees, the vast majority of which are employed in the United States and hold an active security clearance. Approximately 67% of our workforce comprises software engineers, data scientists, cloud/systems engineers, analysts, and cyber subject-matter experts.

We are headquartered in McLean, Virginia, with additional office locations in Ann Arbor, Michigan; Chantilly, Virginia; Columbia, Maryland; and Charlottesville, Virginia. Many of our team members work at secure customer facilities across the U.S. We also have offices in London, U.K., and Abu Dhabi, UAE.

The BigBear.ai executive team brings strong industry experience and knowledge of both government and commercial markets. Their role is to shape the Company’s vision and market penetration strategies, while driving operational excellence. Further, the leadership team is committed to maintaining a corporate culture and employee value proposition that attracts and retains the brightest talent in the industry.

We also engage part-time employees, independent contractors, and third-party personnel to supplement our workforce. Notably, none of our employees are affiliated with labor unions, and we pride ourselves on maintaining uninterrupted operations free from labor disputes. This underscores the strength of our employee relations.

The principal purposes of our incentive compensation policies are to attract, retain, and reward personnel through the granting of equity-based and cash-based compensation awards, in order to increase stockholder value and the success of our company by motivating such individuals to perform to the best of their ability and achieve our objectives. We foster a culture that encourages open dialogue and active engagement on matters crucial to employee contentment. Empowering our employees to contribute significantly to the company's trajectory and achievements is integral to our ethos.

Competition and Unique Industry Variables

Our main sources of current and potential competition fall into several categories:

•System integrators that develop and provide custom software solutions;

•Agency or corporate IT organizations that develop internal solutions for their enterprises;

•Commercial enterprise and point solution software providers; and

•Public cloud providers offering discrete tools and micro-services with artificial intelligence, analytics and data management tools or functionality

In many cases, we compete with the internal software development efforts of our potential customers. Organizations frequently attempt to build their own decision support and analytics platforms using a patchwork of custom development, outside consultants, IT services companies, packaged and open-source software, and significant internal IT resources, before turning to BigBear.ai. We also face competition from government contractors and system integrators who are building custom solutions in the same industries.

Seasonality

We generally experience seasonality in the timing of recognition of revenue as a result of the timing of the execution of our contracts, as we have historically executed many of our contracts in the third and fourth quarters due to the fiscal year ends and procurement cycles of our customers.

Additionally, recurring delays in the federal government’s budgeting process can adversely affect the award of new contracts or growth on existing contracts during continuing resolutions and periods of government shutdown.

Regulatory

Our business activities are subject to various federal, state, local, and foreign laws, rules, and regulations. Compliance with these laws, rules, and regulations has not had, and is not expected to have, a material effect on our capital expenditures, results of operations and competitive position as compared to prior periods. Nevertheless, compliance with existing or future governmental or international regulatory bodies’ regulations, including, but not limited to, those pertaining to global trade, consumer and data protection, and taxes, could have a material impact on our business in subsequent periods.

For more information on the potential impacts of government regulations affecting our business, see the section titled “Risk Factors” contained in this Annual Report on Form 10-K.

Intellectual Property

We believe that our intellectual property rights are valuable and important to our business. We rely on a combination of patents, copyrights, trademarks, trade secrets, know-how, contractual provisions, and confidentiality procedures to protect our intellectual property rights.

We seek to protect our proprietary inventions relevant to our business through patent protection in the United States and abroad; however, we are not dependent on any particular patent or application for the operation of our business. In addition to the protection provided by our intellectual property rights, we enter into proprietary information and invention assignment agreements or similar agreements with our employees, consultants, and contractors. We further control the use of our proprietary technology and intellectual property rights through provisions in our agreements with customers.

Legal Proceedings

We are subject to litigation, claims, investigations and audits arising from time to time in the ordinary course of business. Although legal proceedings are inherently unpredictable, we believe that we have valid defenses with respect to any matters currently pending against us and we intend to vigorously defend against such matters. The outcome of these matters, individually and in the aggregate, is not expected to have a material impact on our consolidated balance sheets, statements of operations or cash flows.

For additional information regarding these matters, see Note 16—Commitments and Contingencies, included in the notes to the consolidated financial statements.