BigBear.ai Holdings, Inc.

International and currency · International operations and emerging markets

We will face risks associated with the growth of our business in new commercial markets and with new customer verticals, and we may neither be able to continue our organic growth nor have the necessary resources to dedicate to the overall growth of our business.

Capital structure and performance · Dividend policy and capital allocation

Because we have no current plans to pay cash dividends on shares of common stock for the foreseeable future, you may not receive any return on investment unless you sell shares of Common Stock for a price greater than that which you paid for it.

Digital transformation and innovation · Technology obsolescence and evolution

The introduction of new products and services by competitors or the development of entirely new technologies to replace existing offerings could make our software obsolete or adversely affect our business, financial condition, and results of operations.

Technology infrastructure · Legacy systems and technical debt

If we are not able to continue to identify challenges faced by our customers and develop, license, or acquire new features and capabilities to our software in a timely and cost-effective manner, or if such enhancements do not achieve market acceptance, our business, financial condition, results of operations, and prospects may suffer.

Information management · Database management and storage

We have experienced, and may in the future experience, disruptions, failures, data loss, outages, and other performance problems with our infrastructure and cloud-based offerings.

Digital transformation and innovation · Artificial intelligence and automation

Issues in the use of artificial intelligence ('AI') and machine learning ('ML') in our software may result in reputational harm or liability. AI is enabled by or integrated into some of our software and is a significant and potentially growing element of our business.

Corporate governance · Ethics and compliance culture

Failure to comply with anti-bribery and anti-corruption laws could subject us to penalties and other adverse consequences. Since we may operate and sell our software and services around the world, we will be subject to the United States Foreign Corrupt Practices Act ('FCPA').

Reputation and brand · Esg environmental social governance performance

Increasing attention to, and evolving expectations for, environmental, social, and governance ('ESG') initiatives could increase our costs, harm our reputation, or otherwise adversely impact our business.

Stakeholder relations · Employee engagement and culture

Our culture emphasizes rapid innovation and advancement of successful hires who may, in some cases, have limited prior industry expertise and prioritizes customer outcomes over short-term financial results, and if we cannot maintain or properly manage our culture as we grow, our business may be harmed.

Human capital and workforce · Talent acquisition and retention

If we are unable to hire, retain, train, and motivate qualified personnel and senior management and deploy our personnel and resources to meet customer demand around the world, our business could suffer.

Customer and revenue · Changing customer preferences and behavior

Our ability to renew or expand our customer relationships may decrease or vary due to a number of factors, including our customers' satisfaction or dissatisfaction with our solutions and services, the frequency and severity of software and implementation errors, our software's reliability, our pricing, the effects of general economic conditions and budgets, competitive offerings or alternatives, or reductions in our customers' spending levels.

Customer and revenue · Revenue concentration in specific products or segments

Historically, existing customers have expanded their relationships with us, which has resulted in a limited number of customers accounting for a substantial portion of our revenue. Revenue earned from customers contributing in excess of 10% of consolidated revenues was $65 million or 51% of revenue for the twelve months ended December 31, 2025.

Strategic execution · Geographic expansion and market entry

We will face risks associated with the growth of our business in new commercial markets and with new customer verticals, and we may neither be able to continue our organic growth nor have the necessary resources to dedicate to the overall growth of our business.

Strategic execution · Strategic transformation and turnaround risks

Our ability to execute our strategy to grow our business and increase our sales and the number and types of markets we compete in could be adversely affected.

Strategic execution · Merger acquisition and divestiture risks

We may acquire or invest in companies and technologies, which may divert our management's attention, and result in additional dilution to our stockholders. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions or investments.

Market position and competition · Competitive pressure and market share loss

We face intense competition in our markets, and we may lack sufficient financial or other resources to maintain or improve our competitive position. The markets for our software are very competitive, and we expect such competition to continue or increase in the future.

Tax and financial reporting · Audit and regulatory examinations

Government contracts are also generally subject to greater scrutiny by the government, which can initiate reviews, audits and investigations regarding our compliance with government contract requirements.

Tax and financial reporting · Transfer pricing and international tax

Our provision for income taxes is subject to volatility and could be adversely affected by many factors, including, among other things, changes to our operating or holding structure, changes in the amounts of earnings in jurisdictions with differing statutory tax rates.

Industry regulation · Professional standards and certifications

Receiving qualified or adverse opinions in connection with security or penetration testing, certifications or audits, such as those related to IT controls and security standards and frameworks or compliance could negatively affect our business.

Natural and catastrophic events · Natural disasters and extreme weather

Natural disasters and other events beyond our control could harm our business. Natural disasters or other catastrophic events may cause damage or disruption to our operations, non-U.S. commerce and the global economy.