bbai-20260415


UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A


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)

(Not Applicable)

(Name of Person(s) Filing Proxy Statement, if other than the 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.

2026 Proxy Statement

Make Your Voice Heard.

This proxy statement contains proposals for you to vote on before [].

The Board of Directors unanimously recommends that you vote FOR each of the proposals described in this proxy statement.

Your vote is very important. We encourage you to vote your shares as soon as possible using one of the convenient methods described in this proxy statement:

•Over the internet at www.proxyvote.com

•By completing and mailing the proxy card you may have received by mail

•By calling Sodali & Co., at: (800) 662-5200 (toll-free) or +1 (203) 658-9400 (outside of North America)

Please VOTE Today!


7950 Jones Branch Drive, 1st Floor North Tower, McLean, VA 22102 (410) 312-0885

PRELIMINARY PROXY STATEMENT--SUBJECT TO COMPLETION, DATED APRIL 15, 2026


	Dear Fellow Stockholders We are pleased to invite you to attend the Annual Meeting of Stockholders of BigBear.ai Holdings, Inc. (“BigBear.ai,” the “Company,” “we,” “us,” or, when used in the possessive form, “our”) to be held on Tuesday, June 9, 2026, at 2:00 p.m. Eastern Time (the “Annual Meeting”). This year’s Annual Meeting will be conducted virtually, via live audio webcast. You will be able to attend the meeting online by visiting: https://www.virtualshareholdermeeting.com/BBAI2026AGM. You will be able to submit questions and vote your shares electronically during the meeting by logging in using the 16-digit control number included on your proxy card or on the voting instruction form accompanying these proxy materials. The accompanying proxy statement provides information about the matters we will ask you to consider at the Annual Meeting, which are:
Notice of Annual Meeting of Shareholders Date: Tuesday, June 9 2026 Time: 2:00 p.m., ET Place: Virtual Internet YOUR VOTE IS IMPORTANT ______ Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote.

	1	to elect the two nominees identified in the accompanying proxy statement to serve as Class II directors until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
	2	to approve on an advisory (non-binding) basis the frequency of future advisory votes on the compensation of our named executive officers;
	3	to approve on an advisory (non-binding) basis the compensation of our named executive officers;
	4	to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026;
	5	to 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 (the "Charter Amendment Proposal");
	6	to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Charter Amendment Proposal; and
	7	to transact other business as may properly come before the meeting or any adjournment or postponement thereof.


7950 Jones Branch Drive, 1st Floor North Tower, McLean, VA 22102 (410) 312-0885



						Our Board of Directors (the “Board”) has set the record date as April 13, 2026. Only stockholders that owned shares of the Company’s common stock at the close of business on that day are entitled to notice of and may vote at the meeting or any adjournment or postponement thereof. Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote. You may vote by proxy over the Internet, by telephone, or by mail by following the instructions on the Notice of Internet Availability of Proxy Materials or, if you received a paper copy of the proxy materials, the proxy card. Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend. Sincerely, Peter Cannito Chair of the Board

Notice of the 2026 Annual Meeting of Stockholders

The 2026 annual meeting of stockholders of BigBear.ai Holdings, Inc. will be conducted virtually, via live audio webcast, at: https://www.virtualshareholdermeeting.com/BBAI2026AGM on Tuesday, June 9, 2026, at 2:00 p.m. Eastern Time for the following purposes:


1			to elect the two nominees identified in the accompanying proxy statement to serve as Class II directors until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
2			to approve on an advisory (non-binding) basis a vote on the frequency of future advisory votes on the compensation of our named executive officers;
3			to approve on an advisory (non-binding) basis the compensation of our named executive officers;
4			to ratify the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026;
5			to 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 (the “Charter Amendment Proposal”);
6			to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Charter Amendment Proposal; and
7			to transact other business as may properly come before the meeting or any adjournment or postponement thereof.

Stockholders of record as of the close of business on April 13, 2026 are entitled to vote. A list of stockholders entitled to vote at the meeting will be available for examination by any stockholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to June 9, 2026, at 7950 Jones Branch Drive, 1st Floor North Tower, McLean, Virginia 22102 and, on the date of the meeting, on the virtual platform for the Annual Meeting at https://www.virtualshareholdermeeting.com/BBAI2026AGM

The proxy statement is first being delivered on or about [ ], 2026 to the Company’s stockholders.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be Held on June 9, 2026: This proxy statement, our 2025 Annual Report on Form 10-K, and the proxy card are available at www.proxyvote.com.

If your shares are held through a bank, broker or other holder of record, please follow the instructions you received from such bank, broker or other holder of record for your shares to be voted.

If you have any questions or require any assistance with voting your shares, please call the Company’s proxy solicitor, Sodali & Co., at: (800) 662-5200 (toll-free) or +1 (203) 658-9400 (outside of North America) or by email at BBAI@info.morrowsodali.com.

By Order of the Board of Directors,

/s/ Carolyn Blankenship

Carolyn Blankenship

General Counsel and Secretary

Table of Contents


Commonly Asked Questions a nd Answers About t he Annual Meeting			1
Board o f Directors a nd Corporate Governance			8
Proposal One - Election Of Directors			11
The Board Recommends that you Vote “For” Each of the Director Nominees.			12
Proposal Two - Advisory (Non-Binding) Vote On Frequency Of Stockholder Vote On Executive Compensation			26
Proposal Three - Advisory (Non-Binding) Vote On Executive Compensation			27
Executive Officers			28
Executive Compensation			30
Executive Compensation Tables			46
Certain Relationships And Related Party Transactions			59
Security Ownership Of Certain Beneficial Owners And Management			60
Proposal Four – Ratification Of Appointment Of Independent Registered Public Accounting Firm			62
Proposal Five – Approval of Amendment to Company's Certificate of Incorporation to Authorize Additional Shares of Common Stock			64
Proposal Six – Approval of an Adjournment of the Annual Meeting			67
Audit Committee Report			64
Other Matters			69
Where To Find Additional Information			70
Cost Of Proxy Solicitation			71


1			the election of Kevin McAleenan and Pamela Braden as Class II directors to serve on the Board until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
2			advisory (non-binding) vote on the frequency of future advisory votes on the compensation of our named executive officers;
3			advisory (non-binding) vote on the compensation of our named executive officers;
4			the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026;
5			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 (the "Charter Amendment Proposal”);
6			an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Charter Amendment Proposal (the “Adjournment Proposal”); and
7			any other business as may properly come before the meeting or any adjournment or postponement thereof.


1	the election of Kevin McAleenan and Pamela Braden as Class II directors;	FOR
2	the approval, on a non-binding advisory basis, of the frequency for holding future advisory votes on the compensation of our named executive officers every ONE YEAR;	FOR
3	the approval, on a non-binding advisory basis, of the compensation of our named executive officers;	FOR
4	the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the year ending December 31, 2026;	FOR
5	the approval of 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 (the "Charter Amendment Proposal");	FOR
6	the approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Charter Amendment Proposal; and	FOR
7	to transact other business as may properly come before the meeting or any adjournment or postponement thereof.	FOR


Name And Position	Class	Age	Director Since	Year Current Term Expires	Year Term Expires For Which Nominated

Kevin McAleenan Chief Executive Officer, Director	II	54	2025	2026	2029
Pamela Braden Director	II	68	2021	2026	2029
Sean Battle Director	I	56	2021	2028
Paul Fulchino Director	I	79	2021	2028
Dorothy D. Hayes Director	I	75	2021	2028
Peter Cannito Chairman of the Board	III	53	2021	2027
Anthony Evangelista Director	III	67	2025	2027
Kirk Konert Director	III	39	2021	2027


Board Member	Audit Committee	Compensation Committee	Nominating and Corporate Governance Committee

Peter Cannito			l
Sean Battle		l	l
Pamela Braden	l
Paul Fulchino	l		C l
Anthony Evangelista	l	l
Dorothy D. Hayes	C l
Kirk Konert		C l


Name Executive Officer	Age	Principal Position

Kevin McAleenan	54	Chief Executive Officer
Carolyn Blankenship	63	General Counsel
Sean Ricker	38	Chief Financial Officer


Named Executive Officer			Principal Position

Kevin McAleenan			Chief Executive Officer
Amanda Long(1)			Former Chief Executive Officer
Sean Ricker			Chief Financial Officer
Julie Peffer(2)			Former Chief Financial Officer
Carolyn Blankenship			General Counsel and Secretary


Name			Fiscal Year 2025 Base Salary ($)

Kevin McAleenan			500,000
Amanda Long(1)			500,000
Sean Ricker			420,000
Julie Peffer(2)			420,000
Carolyn Blankenship			433,125


What We Do						What We Don’t Do

•Emphasize variable pay over fixed pay, with a significant portion of pay outcomes tied to our financial results and stock performance						•No gross ups for section 280G-related excise taxes


•Conduct an annual review of the peer group used for executive compensation comparisons						•No significant perquisites


•Maintain a clawback policy						•No hedging or pledging of our stock


•Provide for “double-trigger” equity award vesting and severance benefits upon a change in control						•No pension or supplemental executive retirement plans


•Use an independent compensation consultant						•No incentive programs that create risks reasonably likely to have a material adverse impact on us


Pay Element	How It’s Paid	Purpose

Base Salary	Cash (Fixed)	Provide a competitive base salary rate relative to similar positions in the market and enable us to attract and retain critical executive talent.
STIP	Equity (Variable)	Reward executives for delivering on annual financial and strategic objectives that contribute to the creation of stockholder value.
Long-Term Incentives	Equity (Fixed)	Provide incentives for executives to execute on longer-term financial goals that drive the creation of stockholder value and support our retention strategy.


2025 Compensation Peer Group

C3.ai, Inc.			Palantir Technologies, Inc.
Aware, Inc.			Redwire Corporation
Evolv Technologies Holdings, Inc.			Unity Software Inc.
SoundHound AI


Named Executive Officer	Number of PSUs Granted in 2025 (#)	Value of PSUs as of 12/31/2025(1) ($)

Kevin McAleenan	168,011	907,259
Sean Ricker	80,532	434,873
Carolyn Blankenship	58,216	314,366
Julie Peffer(2)	56,452	—


Performance Metric	Weight	Rationale

FY 2025 Revenue	35%	Drives market expansion and top line business growth
FY 2025 Adjusted Gross Margin	15%	Drives efficient profitable revenue
Corporate Organizational Goals	30%	Aligning behavior with compliance requirements
Individual Performance Goals	20%	Accountability and role customization


Name	Fiscal Year 2025 Base Salary(1) ($)	Bonus Target (% of Base Salary)	Bonus Target ($)	Company Performance Results (%)	Individual Modifier (%)	Actual Award Payout ($)	Actual Award (as a % of Target)

Kevin McAleenan	487,431	125	625,000	62	—	413,070	62
Amanda Long(2)	500,000	125	625,000	100	—	625,000	100
Sean Ricker(3)	371,176	75	299,578	62	—	197,995	62
Julie Peffer(4)	200,577	100	420,000	100	—	420,000	100
Carolyn Blankenship	427,109	50	216,563	62	—	143,129	62
Totals	1,986,293		2,186,141	62		1,799,194


	Stock Options(1)		RSUs(1)
Name	# of Units	Grant Date Fair Value ($)(2)	# of Units	Grant Date Fair Value ($)(2)

Kevin McAleenan(3)	671,141	2,000,000	978,581	3,163,544
Amanda Long	—	—	—	—
Sean Ricker(4)	—	—	365,072	2,301,588
Julie Peffer	—	—	146,853	433,216
Carolyn Blankenship	—	—	151,442	446,754
Totals	671,141	2,000,000	1,641,948	6,345,102

SEC Form PRE 14A filed by BigBear.ai Inc.