BigBear.ai Holdings Inc美股招股说明书(2026-07-31版)

BigBear.ai Holdings, Inc. Common Stock We have entered into an Open Market Sale AgreementSM(the “Sales Agreement”) with Jefferies LLC (“Jefferies”) relating to the sale of shares ofour common stock, par value $0.0001 per share (“common stock”), offered by this prospectus supplement and the accompanying prospectus. Inaccordance with the terms of the Sales Agreement, we may offer and sell up to an aggregate of 100,000,000 shares of common stock from time to timethrough Jefferies, acting as our sales agent. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “BBAI.” On July30, 2026, the last sale price of ourcommon stock as reported on the NYSE was $2.83per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made in sales deemed to be an “atthe market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Jefferies is notrequired to sell any specific number or dollar amount of common stock, but will act as our sales agent using commercially reasonable efforts consistentwith its normal trading and sales practices, on mutually agreed terms between Jefferies and us. There is no arrangement for funds to be received in anyescrow, trust or similar arrangement. The compensation to Jefferies as sales agent will be an amount equal to up to 3.0% of the gross proceeds of any common stock sold under theSales Agreement. In connection with the sale of the common stock on our behalf, Jefferies will be deemed to be an “underwriter” within the meaning ofthe Securities Act and the compensation to Jefferies will be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to Jefferies with respect to certain liabilities, including liabilities under the Securities Act or the Securities ExchangeAct of 1934, as amended (the “Exchange Act”). See the section titled “Plan of Distribution” beginning on page S-13 for additional informationregarding the compensation to be paid to Jefferies. An investment in our common stock involves significant risks. These risks are described in the section titled“RiskFactors” beginning on page S-7 of this prospectus supplement and under similar headings in the documentsincorporated by reference into this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to thecontrary is a criminal offense. Jefferies The date of this prospectus supplement is July31, 2026. Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCETHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF NEW WARRANTS GLOBAL SECURITIES PLAN OF DISTRIBUTION You should rely only on the information contained or incorporated by reference in this prospectus supplement, the accompanyingprospectus or any free writing prospectus that we may provide to you in connection with this offering. We have not, and Jefferies has not,authorized anyone to provide you with different information, and you should not rely on any information not contained in or incorporated byreference into this prospectus supplement, the accompanying prospectus or any free writing prospectus that we may provide you. Thisprospectus supplement does not constitute an offer to sell or a solicitation of an offer to buy any securities other than our common stock. We arenot, and Jefferies is not, offering to sell shares of our common stock or seeking offers to buy shares of our common stock in any jurisdictionswhere offers and sales are not permitted. The information contained in this prospectus supplement, the accompanying prospectus or any freewriting prospectus that we may provide to you is accurate only as of the date of each document regardless of the time of delivery of thisprospectus supplement and the accompanying prospectus or any sale of shares of our common stock. In case there are any differences orinconsistencies between this prospectus supplement, the accompanying prospectus or any free writing prospectus that we may provide to youand the information incorporated by reference in them, you should rely on the information in the document with the most recent date. Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The firs