Form 4: BigBear.ai Holdings: BBAI Ultimate Holdings Acquires 2,144,073 Shares at $1.3439 Each

BBAI Ultimate Holdings, LLC, along with related entities and individuals, acquired 2,144,073 shares of BigBear.ai Holdings, Inc. common stock at a price of $1.3439 per share, resulting from a purchase price adjustment related to a merger agreement.

Summary

• BBAI Ultimate Holdings, LLC acquired 2,144,073 shares of BigBear.ai Holdings, Inc. common stock on July 2, 2024.
• The shares were acquired at a price of $1.3439 per share.
• This acquisition was a purchase price adjustment related to the Agreement and Plan of Mergers dated November 4, 2023.
• Following the transaction, BBAI Ultimate Holdings, LLC indirectly owns 144,110,438 shares.
• Several entities and individuals related to AE Industrial Partners have relationships to the reporting entities, including BBAI Ultimate Holdings, LLC, Pangiam Ultimate Holdings, LLC and AE BBAI Aggregator, LP.
• These entities and individuals disclaim beneficial ownership of the shares except to the extent of their pecuniary interest.

Sentiment

Score: 6

Explanation: The sentiment is neutral as it reflects a standard transaction related to a prior merger agreement. There is no indication of positive or negative implications for the company's future performance.

Positives

• The acquisition represents a further investment in BigBear.ai by BBAI Ultimate Holdings, LLC.

Industry Context

This filing reflects changes in beneficial ownership, which is a common occurrence as companies evolve and major shareholders adjust their positions. It is typical for companies undergoing mergers or acquisitions to have adjustments to share ownership as part of the deal terms.

Stakeholder Impact

• The transaction may have a minor impact on shareholders due to the change in ownership structure, but the overall impact is likely to be minimal.

Key Dates