BigBear.ai Files to Sell Up to 100M Shares, 20.9% of Stock

Why It Matters

The disclosure is the share count. BigBear.ai had 479,494,493 shares outstanding at June 30, so up to 100,000,000 more is 20.9% of the count before the offering and 17.3% of the up-to-579,494,493 the prospectus supplement assumes after it. The 8-K disclosing the sales agreement is dated one day after the company reported $409.8 million of cash and investments and affirmed full-year revenue guidance of $135 million to $165 million. The company has “significant cash in reserve so that when the right opportunity presents itself, we can move fast,” Chief Financial Officer Sean Ricker said in that release.

The instrument is not new to the company. Its cash flow statement records $300.0 million of gross at-the-market proceeds in the six months ended June 30, 2025, against $5.250 million of transaction costs. Net proceeds this time, “if any,” are intended for “general corporate purposes,” and the supplement says management “will retain broad discretion” over how they are spent.

The sales agreement is more specific on price. Its placement-notice form leaves the floor price blank, limited to “in no event less than $1.00 without the prior written consent of the Agent,” a consent Jefferies may withhold. The same schedule gives it sole discretion, and BigBear.ai closed Friday at $2.79.

A full draw lifts net tangible book value to $1.17 a share

At June 30, 2026, net tangible book value was $400.9 million, or $0.84 per share. Selling 100,000,000 shares at the assumed $2.83, less commissions and estimated offering expenses, would put as-adjusted net tangible book value at $675.2 million, or $1.17 per share. The supplement calls that an immediate increase of $0.33 per share to existing stockholders and an immediate dilution of $1.66 per share to new investors. It says the figures are illustrative only.

The $274.3 million difference between those two totals is what the supplement’s own arithmetic leaves after commissions and estimated offering expenses. Jefferies takes up to 3.0% of gross proceeds, which is up to $8.49 million on a full draw at $2.83. The Market Context covered two other share-issuance filings in July, Rackspace’s stock sale and Core Scientific’s warrant to AMD.

Share count is up 9.7% since December

BigBear.ai had 436,955,655 shares issued and outstanding at December 31, 2025 and 479,494,493 at June 30, 2026, an increase of 42,538,838. Treasury stock went from 9,952,803 shares to none over the same period, which the balance sheet reports without saying whether they were retired or reissued. Authorized shares doubled across those six months, from 500,000,000 to 1,000,000,000. A full draw would take the count to 579,494,493, which is 32.6% above the December figure and 420,505,507 below the authorized ceiling. That is the gap on the authorized line alone, and the balance sheet does not break out shares held back for the BBAI.WS warrants, options or the employee stock purchase plan.

First-half revenue was $71.184 million against $67.229 million a year earlier, a rise of 5.9%. Second-quarter revenue rose 13% to $36.749 million and gross margin widened to 32.8% from 25.0%. Backlog rose 9% to $269.6 million between December 31, 2025 and June 30, 2026.

Adjusted EBITDA for the quarter moved the other way, to negative $11.572 million from negative $8.498 million a year earlier. The company used $40.208 million of cash in operations over the first half. Quarterly net loss narrowed to $25.749 million from $228.619 million, which the release attributes primarily to a $135.3 million smaller derivative loss and a $70.6 million smaller goodwill impairment. Chief Executive Kevin McAleenan called the company “in a strong financial position with $410 million of cash and investments” and said it is on track for a 17% revenue growth target.

What to watch

01 BigBear.ai’s Form 10-Q for the quarter ending September 30, 2026. The financing section of its cash flow statement is where at-the-market proceeds appear as a dollar figure, as $300.0 million did in the 2025 comparative column of the second-quarter statement.

02 The cover page of that same Form 10-Q, which states shares issued and outstanding as of a date near filing. Read it against the 479,494,493 the prospectus supplement gives for June 30, 2026.

03 Any further prospectus supplement filed against registration statement 333-289678, which Exhibit 1.1 says expires on August 18, 2028. Its cover would carry a share count of its own, and that is the document showing whether the 100,000,000 has been added to.