BigBear.ai Holdings, Inc.

For a discussion of the material factors that make an investment in the Company risky, please see the risk factors disclosed in “Item 1A, Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, as well as those set forth below. These risks and uncertainties have the potential to materially affect our business, results of operations, financial condition, cash flows, projected results and future prospects. These risks are not exclusive and additional risks to which we are subject include the factors mentioned under “Forward-Looking Statements” and the risks described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q.

We may fail to complete the acquisition of Ask Sage, Inc. if certain required conditions, many of which are outside our control, are not satisfied.

The completion of the acquisition of Ask Sage, Inc. is subject to various closing conditions, including, but not limited to, (i) the required Ask Sage stockholder approval (the “Requisite Stockholder Approval”), (ii) no temporary injunction or other order or judgment preventing the consummation of the merger shall have been issued by any court of competent jurisdiction and remain in effect, and (iii) the waiting period (and any extensions thereof), if any, applicable to the merger pursuant to the Hart-Scott Rodino Act shall have expired or been terminated. Despite the parties’ best efforts, we may not be able to satisfy or receive the various closing conditions and obtain the necessary approvals in a timely fashion or at all.

We may fail to realize the anticipated benefits of the acquisition of Ask Sage Inc. and may assume unanticipated liabilities.

The success of the acquisition of Ask Sage, Inc. will depend on, among other things, our ability to integrate the transferred businesses in a manner that realizes the various benefits, growth opportunities and synergies that we have identified. Our ability to achieve these anticipated benefits is subject to a number of risks and uncertainties.

Failure to complete the acquisition of Ask Sage, Inc. could negatively impact our stock price, future business and financial results.

If the acquisition of Ask Sage, Inc. is not completed, we will be subject to several risks, including the following:

•payment for certain costs relating to the acquisition, whether or not it is completed, such as legal, accounting, financial advisor and other fees;

•negative reactions from the financial markets, including potential declines in the price of our common stock due to the fact that current prices may reflect a market assumption that the acquisition will be completed;

•diverted attention of our management to the acquisition rather than to our operations and pursuit of other opportunities that could have been beneficial to us; and

•negative impact on our future growth plan, including with regard to potential acquisitions for which we may otherwise have been able to provide a stronger foundation.

An issuance of our common stock, if elected by us, would dilute the percentage ownership interests of our other stockholders.

As consideration for a portion of the purchase price in the acquisition, we are may elect to issue shares of our common stock in an amount intended to equal $110.0 million. The issuance of shares of our common stock would cause a reduction in the relative percentage interest of the Company’s other current stockholders in the Company’s earnings, if any, voting power, and market capitalization.