BigBear.ai (BBAI) Proxy Filing summary

Executive summary

• Special meeting adjourned and reconvened to consider increasing authorized common stock from 500,000,000 to 1,000,000,000.

• Reconvened meeting scheduled for January 22, 2026, to allow more time for shareholder voting.

• Board recommends voting in favor to enable future financing, compensation, partnerships, and corporate opportunities.

Voting matters and shareholder proposals

• Sole proposal is to amend the certificate of incorporation to double authorized common shares.

• Electronic voting remains open until January 21, 2026, for eligible shareholders.

• Proxies previously submitted will be counted unless revoked; no action needed if vote unchanged.

• Board actively soliciting additional proxies to secure approval.

Shareholder rights and capital structure

• Approval of Proposal 1 would provide flexibility for equity financing, retention awards, and strategic partnerships.

• Record date for voting eligibility is October 14, 2025.