Letter From CEO About Shareholder Vote

January 2026

URGENT REQUEST REGARDING OUR SPECIAL SHAREHOLDER MEETING

Dear Fellow BigBear.ai Shareholder,

I am writing to personally thank you for your commitment to BigBear.ai, and to encourage you to vote your shares in connection with the Company’s special meeting, because there is limited time remaining. Your vote is extremely important, no matter how many or few shares you own.

Please vote FOR the proposal to amend our Second Certificate of Incorporation today by calling our strategic shareholder advisor, Sodali & Co, at +1-888-777-2094 to vote today. It is quick and easy. Importantly, you may still change your vote “FOR” the amendment even if you have already voted “AGAINST” or “ABSTAIN.”

How your FOR vote will help BigBear.ai

Having access to available authorized shares has allowed us over the years to make important acquisitions, fund product development and strengthen our balance sheet. Currently, we do not have many more shares available – so your FOR vote would allow us to have shares available for similar purposes in the future.

Your vote FOR the approval of the amendment to the Company’s Second Amended and Restated Certificate of Incorporation would allow us to increase the number of authorized shares of common stock from 500,000,000 to 1,000,000,000. Proxy shareholder firms ISS and Glass Lewis have both recommended voting FOR this proposal.

Approval of this proposal would not result in the immediate issuance of new shares or have an immediate impact on the company’s shares outstanding. Instead, these additional shares would be available to us in the future to help fuel our growth as we look to expand our AI capabilities, invest in our technology and R&D, invest in attracting and retaining top talent, and evaluating and acting on opportunistic financing and strategic initiatives.

Voting is quick and easy

Call Sodali and Co. toll-free at 1-888-777-2094. Or, go to our online voting platform at PROXYVOTE.com and enter your control number. To find your control number, search your email for [email protected] or refer to the materials you received in the mail.

You can learn more on our website: www.bigbear.ai/proxy-vote/

Kevin McAleenan
Chief Executive Officer, BigBear.ai Holdings, Inc.