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 ask for your help. It will take just a couple of minutes.
You have trusted us to be nimble and decisive when making the investments needed to deliver cutting edge solutions that enhance our national security.
BigBear.ai is currently in the process of securing votes to amend our Second Certificate of Incorporation and approve an amendment that increases the number of authorized shares of common stock by 500,000,000 shares to 1,000,000,000.
Your vote “for” will help fuel our growth and return value to shareholders by:
- Preserving flexibility to pursue strategic acquisitions when opportunities arise
- Staying ahead of the rapidly evolving AI landscape as priorities evolve
- Moving decisively in a fast-changing market
- Attracting and retaining top talent
As a shareholder like you, I believe strongly that voting “for” this proposal makes excellent commercial sense, and the good news is we are 97% of the way there. Eight in 10 shareholders have voted “for”, our board of directors unanimously supports the proposal, and respected proxy advisory firms ISS and Glass Lewis have also recommended voting “for”.
On January 22, we adjourned the special meeting of shareholders because while we are very close to the required number of shares voted, we aren’t there yet. BigBear.ai shares are widely held, and we have a lot of people to reach, so your vote really matters, no matter how many shares you own.
We have made voting as easy as possible.
Go to https://bigbear.ai/proxy-vote/, where you will find:
- A direct link to the voting portal.
- A simple step-by-step “how-to-vote” guide for people who have never voted before.
- A video about why this vote matters.
- A link to Frequently Asked Questions from our chief financial officer, Sean Ricker.
Alternatively, go to our online voting platform directly at proxyvote.com and enter your control number. To find your control number, search your email for [email protected] or refer to materials you will have received in the mail. You can also call our strategic shareholder advisor, Sodali & Co, at +1-888-777-2094. Importantly, you may still change your vote “for” the amendment even if you have already voted “against” or “abstain.”
Having served our national security interests for nearly two decades in government, I know first-hand that BigBear.ai’s government customers need the most advanced AI capabilities available to them now, given our fast-changing world. Your “for” vote will help us support their mission.
Thank you,
Kevin McAleenan
Chief Executive Officer, BigBear.ai Holdings, Inc.
