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SCHEDULE 13D/A 0001880792 XXXXXXXX LIVE 24 Common Stock, par value $0.0001 per share 03/25/2025 false 0001836981 08975B109 BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive Suite 200 Columbia MD 21046 Melissa Klafter (561) 372-7820 6700 Broken Sound Parkway NW Boca Raton FL 33487 Y Michael R. Greene a OO N DE 0 27944089 0 27944089 27944089 N 9.7 IN The calculation for Row 13 is based upon 289,006,948 shares of Common Stock of the Issuer issued and outstanding as of March 21, 2025 as reported on the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 25, 2025 plus 10,971 shares of Common Stock to be issued in respect of restricted stock units that will vest on March 31, 2025. Y David H. Rowe a OO N DE 0 27944089 0 27944089 27944089 N 9.7 IN The calculation for Row 13 is based upon 289,006,948 shares of Common Stock of the Issuer issued and outstanding as of March 21, 2025 as reported on the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 25, 2025 plus 10,971 shares of Common Stock to be issued in respect of restricted stock units that will vest on March 31, 2025. 0001880792 N Aeroequity GP, LLC a OO N DE 0 27430402 0 27430402 27430402 N 9.5 OO The calculation for Row 13 is based upon 289,006,948 shares of Common Stock of the Issuer issued and outstanding as of March 21, 2025 as reported on the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 25, 2025 plus 10,971 shares of Common Stock to be issued in respect of restricted stock units that will vest on March 31, 2025. 0001832284 N Pangiam Ultimate Holdings, LLC a OO N DE 0 27430402 0 27430402 27430402 N 9.5 OO The calculation for Row 13 is based upon 289,006,948 shares of Common Stock of the Issuer issued and outstanding as of March 21, 2025 as reported on the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 25, 2025 plus 10,971 shares of Common Stock to be issued in respect of restricted stock units that will vest on March 31, 2025. Common Stock, par value $0.0001 per share BigBear.ai Holdings, Inc. 6811 Benjamin Franklin Drive Suite 200 Columbia MD 21046 Explanatory Note The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant. This Amendment No. 24 ("Amendment No. 24") to Schedule 13D relates to the shares of common stock, par value $0.0001 per share ("Common Stock") of BigBear.ai Holdings, Inc. (f/k/a GigCapital4, Inc.), a Delaware corporation (the "Issuer") and amends the initial statement on Schedule 13D filed by the Reporting Persons on December 17, 2021, as amended by Amendment No. 1 filed on April 6, 2023, Amendment No. 2 filed on May 23, 2023, Amendment No. 3 filed on June 15, 2023, Amendment No. 4 filed on March 1, 2024, Amendment No. 5 filed on March 18, 2024, Amendment No. 6 filed on July 5, 2024, Amendment No. 7 filed on October 31, 2024, Amendment No. 8 filed on November 13, 2024, Amendment No. 9 filed on November 25, 2024, Amendment No. 10 filed on November 27, 2024, Amendment No. 11 filed on December 4, 2024, Amendment No. 12 filed on December 6, 2024, Amendment No. 13 filed on December 10, 2024, Amendment No. 14 filed on December 12, 2024, Amendment No. 15 filed on December 16, 2024, Amendment No. 16 filed on December 18, 2024, Amendment No. 17 filed on December 20, 2024, Amendment No. 18 filed on December 30, 2024, Amendment No. 19 filed on March 5, 2025, Amendment No. 20 filed on March 7, 2025, Amendment No. 21 filed on March 11, 2025, Amendment No. 22 filed on March 14, 2025 and Amendment No. 23 filed on March 18, 2025 ("Schedule 13D"). Each Item below amends and supplements the information disclosed under the corresponding Item of the Schedule 13D. Except as specifically provided herein, this Amendment No. 24 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 24 shall have the same meanings herein as are ascribed to such terms in the Schedule 13D. Items 5(a), (b) and (c) of the Schedule 13D are hereby amended and restated in their entirety: The following information is as of the date hereof and is based on the 289,006,948 shares of Common Stock of the Issuer issued and outstanding as of March 21, 2025 as reported on the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 25, 2025 plus 10,971 shares of Common Stock to be issued in respect of restricted stock units that will vest on March 31, 2025. Pangiam is the direct beneficial owner of 27,430,402 shares of Common Stock. Pangiam beneficially owns 9.5% of the Common Stock outstanding as of the date of this Amendment No. 24. Kirk Michael Konert, a Managing Partner at AE Industrial Partners, LP, and Jeffrey Hart, a Partner at AE Industrial Partners, LP, have each agreed to assign, transfer, convey and deliver to AE Industrial Partners, LP, any shares of Common Stock granted to Mr. Konert and Mr. Hart in connection with their service on the board of directors of the Issuer (the "Director Shares"). Voting and dispositive power with respect to the shares of Common Stock held by Pangiam and with respect to the 513,687 Director Shares is exercised by Michael R. Greene and David H. Rowe. Each Reporting Person may be deemed to share the power to vote or direct the vote and to share the power to dispose of or direct the disposition of the shares of Common Stock as set forth in rows 7 through 13 of the cover pages of this Amendment No. 24. Exhibit 2 hereto lists all transactions in the Common Stock since the filing of Amendment No. 23. All of such transactions were effected in the open market. Exhibit 1. Joint Filing Agreement among the Reporting Persons, dated as of March 5, 2025 (as incorporated by reference to Exhibit 1 to Amendment No. 19). Exhibit 2. Transactions in the Shares Since the Filing of Amendment No. 23. Michael R. Greene /s/ Michael R. Greene Michael R. Greene 03/27/2025 David H. Rowe /s/ David H. Rowe David H. Rowe 03/27/2025 Aeroequity GP, LLC /s/ Michael R. Greene Michael R. Greene/Managing Member 03/27/2025 Pangiam Ultimate Holdings, LLC /s/ Bryan McElwee Bryan McElwee/Vice President 03/27/2025