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NYSE: BBAI BigBear.ai Holdings, Inc. 424B5

BigBear.ai is conducting an at-the-market offering of up to 100M shares (last sale $2.83)/share for working capital

Filed July 31, 2026 · ~2 min read

Key Changes

  • high

    BigBear.ai is offering up to 100 million shares at $2.83 per share through an at-the-market facility with Jefferies, with shares sold over time at varying market prices rather than in a single transaction. The company implies a $1.6B post-offering market capitalization.

    The Offering verify on EDGAR →
  • medium

    Proceeds will fund working capital and general corporate purposes, with potential use for strategic investments in complementary products or technologies. Management retains broad discretion over allocation with no specific amounts designated.

    Use of Proceeds verify on EDGAR →
  • high

    New investors face immediate dilution of $1.66 per share at the $2.83 offering price, meaning net tangible book value per share is approximately $1.17. If all 100 million shares sell, the share count increases 21% from 479.5 million to 579.5 million shares.

1 more material change behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 3, 2026 · How we verify