BigBear.ai Holdings, Inc.

Closing Date Company Cash Balance shall mean the Company Cash Balance as of the Closing; provided that Closing Date Company Cash Balance shall be deemed not to include any amounts paid or payable to satisfy any Company Debt or Company Transaction Expenses, or as a permitted dividend or distribution by the Company, if any, in each case, in connection with the Closing.

SEC original ↗BigBear.ai Holdings, Inc. — Presentation / slide deck (8-K exhibit)EX-99Nov 10, 2025

During the nine months ended September 30, 2025, there was loss related to a mark-to-market adjustment of $59.9M adjustment for the debt to equity conversions during the period.

SEC original ↗BigBear.ai Holdings, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

(9) Loss on extinguishment of debt is related to voluntary conversions of the 2029 Notes to common stock and the related extinguishment of unamortized debt discount and debt costs.

SEC original ↗BigBear.ai Holdings, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

Adjusted EBITDA is defined as EBITDA further adjusted for equity-based compensation, employer payroll taxes related to equity-based compensation, net increase in fair value of derivatives, restructuring charges, non-recurring strategic initiatives, non-recurring integration costs, non-recurring litigation, transaction expenses, goodwill impairment, and loss on extinguishment of debt.

SEC original ↗BigBear.ai Holdings, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

Closing Date Company Debt shall mean the total Company Debt as of the Closing.

SEC original ↗BigBear.ai Holdings, Inc. — Presentation / slide deck (8-K exhibit)EX-99Nov 10, 2025

Company Debt shall mean the aggregate amount of all Indebtedness of the Company.

SEC original ↗BigBear.ai Holdings, Inc. — Presentation / slide deck (8-K exhibit)EX-99Nov 10, 2025

Subject to applicable approvals, we look forward to closing the Ask Sage acquisition and continuing to execute on our M A strategy to drive rapid growth.

SEC original ↗BigBear.ai Holdings, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

The year-over-year increase was primarily driven by an increase in marketing of $1.4 million, non-recurring strategic initiatives of $2.0 million and SG A labor and fringe costs of $4.3 million.

SEC original ↗BigBear.ai Holdings, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

(3) During the three and nine months ended September 30, 2025 and September 30, 2024, the Company incurred employee separation costs associated with a strategic review of the Company s capacity and future projections to better align the organization and cost structure and improve the affordability of its products and services.

SEC original ↗BigBear.ai Holdings, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

(4) Non-recurring professional fees incurred in connection with discrete, non-recurring strategic initiatives, including business transformation and strategy realignment consulting services which management does not consider part of the Company s ongoing operating expenses.

SEC original ↗BigBear.ai Holdings, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

(5) Non-recurring litigation consists primarily of legal settlements and related fees for specific proceedings that we have determined arise outside of the ordinary course of business based on the following considerations which we assess regularly (1) the frequency of similar cases that have been brought to date, or are expected to be brought within two years (2) the complexity of the case (3) the nature of the remedy(ies) sought, including the size of any monetary damages sought (4) offensive versus defensive posture of us (5) the counterparty involved and (6) our overall litigation strategy.

SEC original ↗BigBear.ai Holdings, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

55 4.22 Litigation ................................................................................................................

SEC original ↗BigBear.ai Holdings, Inc. — Presentation / slide deck (8-K exhibit)EX-99Nov 10, 2025

62 5.4 Legal Proceedings ..................................................................................................

SEC original ↗BigBear.ai Holdings, Inc. — Presentation / slide deck (8-K exhibit)EX-99Nov 10, 2025

62 5.6 Litigation ................................................................................................................

SEC original ↗BigBear.ai Holdings, Inc. — Presentation / slide deck (8-K exhibit)EX-99Nov 10, 2025

(5) Non-recurring litigation consists primarily of legal settlements and related fees for specific proceedings that we have determined arise outside of the ordinary course of business based on the following considerations which we assess regularly (1) the frequency of similar cases that have been brought to date, or are expected to be brought within two years (2) the complexity of the case (3) the nature of the remedy(ies) sought, including the size of any monetary damages sought (4) offensive versus defensive posture of us (5) the counterparty involved and (6) our overall litigation strategy.

SEC original ↗BigBear.ai Holdings, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025

Adjusted EBITDA is defined as EBITDA further adjusted for equity-based compensation, employer payroll taxes related to equity-based compensation, net increase in fair value of derivatives, restructuring charges, non-recurring strategic initiatives, non-recurring integration costs, non-recurring litigation, transaction expenses, goodwill impairment, and loss on extinguishment of debt.

SEC original ↗BigBear.ai Holdings, Inc. — Earnings release (8-K exhibit)EX-99Nov 10, 2025