BigBear.ai Seeks to Double Authorized Shares to 1 Billion

TL;DR

**BBAI is doubling its authorized shares, signaling potential future dilution but also a clear path for growth and strategic moves – watch for capital raises or M&A.**

AI Summary

BigBear.ai Holdings, Inc. (BBAI-WT) is seeking stockholder approval to increase its authorized common stock from 500,000,000 shares to 1,000,000,000 shares. As of September 30, 2025, the company had 435,777,718 shares of common stock issued and outstanding, leaving limited flexibility for future corporate actions. This proposed Share Increase Amendment, adopted by the Board on October 1, 2025, aims to provide the company with additional shares for potential equity financings, strategic acquisitions, employee incentive plans, or other general corporate purposes. The amendment will not impact the 1,000,000 authorized shares of preferred stock, none of which are currently issued. Stockholders will vote on this proposal at a virtual Special Meeting on December 1, 2025, at 8:00 a.m. Eastern Time. The Board of Directors unanimously recommends a 'FOR' vote on this proposal, emphasizing its importance for the company's long-term strategic flexibility and growth initiatives.

Why It Matters

This move by BigBear.ai is crucial for its future strategic maneuvers, potentially enabling significant capital raises or M&A activities without immediate further stockholder approval. For investors, it signals potential dilution if new shares are issued, but also the capacity for growth-driving initiatives. Employees could see expanded stock-based compensation, aligning incentives. In the competitive AI and government contracting space, having readily available equity is a strategic advantage, allowing BigBear.ai to respond quickly to market opportunities or competitive pressures from rivals like Palantir or C3.ai.

Risk Assessment

Risk Level: medium — The increase in authorized shares from 500,000,000 to 1,000,000,000 creates a significant potential for future dilution for existing shareholders. While the company states it's for 'general corporate purposes,' this broad language means new shares could be issued without further stockholder vote, impacting per-share value.

Analyst Insight

Investors should closely monitor BigBear.ai's subsequent announcements regarding the use of these additional shares. While the move provides strategic flexibility, it also opens the door for significant dilution, so evaluate the company's growth prospects and capital needs carefully before making investment decisions.

Key Numbers

• 500,000,000 — Current authorized common stock (Proposed to be increased to 1,000,000,000 shares)
• 1,000,000,000 — Proposed authorized common stock (Represents a doubling of current authorized shares)
• 435,777,718 — Common shares issued and outstanding (As of September 30, 2025, leaving limited unissued shares)
• 1,000,000 — Authorized preferred stock (Remains unchanged; no shares currently issued)
• $0.0001 — Par value per share (For both common and preferred stock)
• 33.33% — Quorum requirement (Of voting power for the Special Meeting)
• 436,518,932 — Shares outstanding and entitled to vote (As of the Record Date, October 14, 2025)

Key Players & Entities

• BigBear.ai Holdings, Inc. (company) — Registrant seeking to amend its Certificate of Incorporation
• Carolyn Blankenship (person) — General Counsel and Secretary of BigBear.ai
• Board of Directors (company) — Recommended approval of the Share Increase Amendment
• Securities and Exchange Commission (regulator) — Governs proxy statement rules
• October 1, 2025 (date) — Date Board adopted resolution for Share Increase Amendment
• December 1, 2025 (date) — Date of the Special Meeting of Stockholders
• October 14, 2025 (date) — Record date for voting at the Special Meeting
• September 30, 2025 (date) — Date for which issued and outstanding shares were reported
• 7950 Jones Branch Drive, McLean, Virginia 22102 (company) — Principal executive offices of BigBear.ai

FAQ

Industry Context

BigBear.ai operates in the artificial intelligence and data analytics sector, focusing on decision intelligence solutions. This industry is characterized by rapid technological advancements, increasing demand for data-driven insights across various sectors like defense, intelligence, and commercial markets, and significant competition from both established tech giants and specialized AI startups.

Regulatory Implications

As a publicly traded company, BigBear.ai is subject to SEC regulations governing corporate governance and shareholder communications, including the requirements for proxy statements and shareholder votes on material changes like amendments to the certificate of incorporation. Compliance with these regulations is crucial for maintaining market integrity and investor confidence.

What Investors Should Do

1. Vote FOR Proposal 1
2. Review Proxy Materials
3. Attend the Virtual Special Meeting

Key Dates

• 2025-12-01: Special Meeting of Stockholders — Stockholders will vote on increasing authorized common stock and potential adjournment.
• 2025-10-17: Distribution of Proxy Materials — Informs stockholders about the Special Meeting and provides materials for voting.
• 2025-10-14: Record Date — Determines which stockholders are entitled to vote at the Special Meeting.
• 2025-10-01: Board of Directors adopted Share Increase Amendment — Formal decision by the Board to propose the increase in authorized shares.

Glossary

DEF 14A

A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual or special meeting. (This document is the proxy statement for BigBear.ai's Special Meeting.)

Certificate of Incorporation

The foundational legal document of a corporation that outlines its basic structure, purpose, and powers. (An amendment to this document is required to increase the authorized shares of common stock.)

Common Stock

A class of stock that represents ownership in a corporation and typically carries voting rights. (The proposal directly concerns the number of authorized shares of BigBear.ai's common stock.)

Preferred Stock

A class of stock that has priority over common stock in terms of dividends and asset distribution in case of liquidation, but usually does not carry voting rights. (The authorized amount of preferred stock remains unchanged by this proposal.)

Proxy

A document or instruction authorizing another person to act as one's agent or representative, typically to vote shares of stock. (Stockholders are being asked to grant their proxy to vote on the proposed amendment.)

Quorum

The minimum number of shareholders or directors required to be present at a meeting for the meeting to be validly held and for business to be transacted. (A quorum of 33.33% of voting power is required for the Special Meeting to proceed.)

Street Name

When shares of stock are held by a broker or other financial institution on behalf of the beneficial owner, rather than directly in the owner's name. (Explains how shares held by intermediaries are handled for voting purposes.)

Key Financial Figures

• $0.0001 — 0,000 shares of common stock, par value $0.0001 per share. On October 1, 2025, our Boar

Filing Documents

• d62721ddef14a.htm (DEF 14A) — 107KB
• g62721dsp17a.jpg (GRAPHIC) — 1KB
• g62721dsp17b.jpg (GRAPHIC) — 1KB
• g62721dsp17c.jpg (GRAPHIC) — 1KB
• g62721dsp17d.jpg (GRAPHIC) — 1KB
• g62721dsp17e.jpg (GRAPHIC) — 2KB
• g62721dsp17f.jpg (GRAPHIC) — 1KB
• g62721g01a01.jpg (GRAPHIC) — 54KB
• 0001193125-25-241870.txt ( ) — 195KB

From the Filing

DEF 14A 1 d62721ddef14a.htm DEF 14A DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 BIGBEAR.AI HOLDINGS, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other than Registrant) Payment of Filing Fee (check all boxes that apply): No fee required Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. Table of Contents BIGBEAR.AI HOLDINGS, INC. 7950 Jones Branch Drive, McLean, Virginia 22102 Notice of Special Meeting of Stockholders to be Held on December 1, 2025 Dear BigBear.ai Stockholders: You are cordially invited to attend a Special Meeting of Stockholders (the "Special Meeting") of BigBear.ai Holdings, Inc. (the "Company," BigBear.ai," "us," "we" or, when used in the possessive form, "our") to be held on December 1, 2025, at 8:00 a.m., Eastern Time. The Special Meeting will be a completely virtual meeting conducted via live webcast. You will be able to attend the Special Meeting online, vote your shares electronically and submit your questions during the Special Meeting by visiting https://www.cstproxy.com/bigbearai/sms2025. Be sure to have your 12-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or the instructions that accompanied your proxy materials in order to join the Special Meeting. At the Special Meeting, stockholders will be asked to consider and act upon the following matters: 1. to approve an amendment to the Company's Second Amended and Restated Certificate of Incorporation ("Certificate of Incorporation") to increase the number of authorized shares of common stock of the Company from 500,000,000 to 1,000,000,000; 2. to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve Proposal 1. Stockholders of record at the close of business on October 14, 2025 will be entitled to notice of and to vote at the Special Meeting or any continuation, postponement or adjournment thereof. A complete list of such stockholders will be open to the examination of any stockholder at our principal executive offices at 7950 Jones Branch Drive, McLean, Virginia 22102, for a period of ten days prior to the Special Meeting and will be available on the virtual meeting site for those stockholders who have joined the meeting using their 12-digit control number. The Special Meeting may be continued or adjourned from time to time without notice other than by announcement at the Special Meeting. Whether or not you expect to attend the Special Meeting, we urge you to vote. You may submit your proxy online or, if you receive a paper copy of the proxy card, by completing, signing, dating and returning the proxy card in the envelope provided. If you decide to attend the Special Meeting, you will be able to vote electronically, even if you have previously submitted your proxy. By Order of the Board of Directors, Carolyn Blankenship General Counsel and Secretary October 17, 2025 This Notice of Special Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about October 17, 2025. Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders This Proxy Statement is available at https://www.cstproxy.com/bigbearai/sms2025 Table of Contents TABLE OF CONTENTS INFORMATION ABOUT THIS PROXY STATEMENT 1 INFORMATION ABOUT THE SPECIAL MEETING AND VOTING 1 PROPOSAL 1 – APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION TO AUTHORIZE ADDITIONAL SHARES OF COMMON STOCK 6 PROPOSAL 2 – APPROVAL OF AN ADJOURNMENT OF THE SPECIAL MEETING 9 STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 10 OTHER MATTERS 11 COST OF PROXY SOLICITATION 11 WHERE TO FIND ADDITIONAL INFORMATION 11 HOUSEHOLDING 11 i Table of Contents BIGBEAR.AI HOLDINGS, INC. 7950 Jones Branch Drive, McLean, Virginia 22102 PROXY STATEMENT For the Special Meeting of Stockholders to be Held on December 1, 2025 This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors (the "Board") of BigBear.ai Holdings, Inc. (the "Company," "BigBear.ai," "we," "us" or, when used i

View Full Filing

View this DEF 14A filing on SEC EDGAR