BIGBEAR.AI HOLDINGS, INC.
7950 Jones Branch Drive, McLean, Virginia 22102
NOTICE OF ADJOURNED SPECIAL MEETING OF STOCKHOLDERS
Special Meeting of Stockholders to be Reconvened on April 21, 2026
Dear BigBear.ai Stockholders:
This notice is being provided to you in accordance with Section 222(c) of the Delaware General Corporation Law to inform you of the reconvened Special Meeting of Stockholders (the “Reconvened Special Meeting”) of BigBear.ai Holdings, Inc. (the “Company”) to be held on Tuesday, April 21, 2026, at 2:00 p.m., Eastern Time, at www.virtualshareholdermeeting.com/BBAI2026. This Reconvened Special Meeting was adjourned from the Special Meeting originally convened on December 1, 2025, at 8:00 a.m., Eastern Time and most recently adjourned to March 18, 2026.
The Reconvened Special Meeting will be held in order to:
1.
| approve an amendment to the Company’s Second Amended and Restated 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 (“Proposal 1”). |
Stockholders of record at the close of business on March 30, 2026 will be entitled to notice of and to vote at the Reconvened Special Meeting or any continuation, postponement or adjournment thereof. You may submit your proxy online or, by completing, signing, dating and returning the proxy card in the envelope provided. Any stockholder who has already submitted its proxy may revoke such proxy by following the procedures described below at any time prior to or during the Reconvened Special Meeting. Proxies previously submitted will be voted at the Reconvened Special Meeting unless properly revoked, and stockholders who have already submitted a proxy or otherwise voted and who do not wish to change their vote do not need to take any action.
YOUR VOTE IS IMPORTANT, AND WE ASK THAT YOU PLEASE VOTE: “FOR” PROPOSAL 1.
This notice also supplements the definitive proxy statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on October 17, 2025 (as further supplemented, the “Proxy Statement”).
Q: How do I vote?
Beneficial Stockholders. If your shares are held in “street name” through a broker, bank or other nominee, you are a beneficial stockholder. In order to vote your shares, please refer to the materials forwarded to you by your broker, bank or other nominee for instructions on how to vote the shares you hold as a beneficial stockholder.
Registered Stockholders. If you hold shares in your own name, you are a registered stockholder and may vote during the virtual Special Meeting at www.virtualshareholdermeeting.com/BBAI2026. You will need to log in by entering your unique 16-digit control number included on your proxy card. Only one person will be able to log in with that unique control number at any time. You can also vote by proxy before the Special Meeting in the following ways:
1.
| By Internet: You can vote over the Internet at www.proxyvote.com by following the instructions on the proxy card enclosed with this Notice and the website; or |
2.
| By Telephone: You can vote by telephone by calling 1-800-690-6903 and following the instructions on the proxy card enclosed with this Notice; or |
