BigBear.ai, Inc.

Greetings and welcome to the Big Bear AI Holdings Incorporated fourth quarter 25 and full year earnings call and webcast. Please note this conference is being recorded. I will now turn the conference over to Sean Ricker, CFO. Thank you. You may begin.

Good afternoon and thank you all for joining us today for our fourth quarter 2025 earnings call. I'm Sean Ricker, CFO of Big Bear AI, and I'm joined today by our CEO, Kevin McAleenan. Statements made in today's call that are not historical fact are considered forward-looking statements that are made pursuant to the safe harbor provisions of the federal securities laws. Actual results may differ materially from those projected in the forward-looking statements. Please see today's press release and our SEC filings for a description of some of the factors that may cause actual results to differ materially from those in the forward-looking statements. We have posted charts on our website today that we plan to address during the call to supplement our comments. These charts also include information regarding non-GAAP measures that may be used in today's call. Please access our website at www.bigbear.ai and click on the investor relations link to view and follow the charts. With that, I'd like to turn the call over to Kevin.

Good afternoon. Before we begin, I would like to express our appreciation and gratitude to all our servicemen and women and their leaders who are currently engaged here and overseas in the conflict with Iran. You will continue to have BigBerryEye's full support as you carry out your challenging missions. We also want to send well wishes to our allies and partners in the region who are in harm's way and our BigBerryEye employees. January 15th, 2026 marked one year since I stepped into the CEO role. It was a dynamic year on all fronts for BigBerryEye, and I would like to thank our shareholders for their trust and support, our customers for their partnership, and the outstanding BigBerryEye team for their hard work. Our first objective for 2025 was to strengthen the foundations and fundamentals of the business, starting with rebuilding our financial position. To address the growing and rapidly evolving needs of our government and commercial customers, we needed to strengthen our balance sheet and establish financial flexibility that would allow us to invest in technology, retain and attract top talent, and take advantage of emerging opportunities in a dynamic marketplace. We knew we needed to do this to enable Big Bear AI to move quickly and decisively, and we made remarkable progress. As of year-end 2025, Big Bear AI is in the strongest financial position in the company's history. As Sean will speak to in more detail, we have significantly reduced our debt, and we have record liquidity. This is a big achievement by the team, and it's a clear signal to our shareholders that Big Bear AI is building momentum, positioned to move fast, and laying the tracks for lasting returns. I would also like to highlight here that despite the longest government shutdown in history, we closed 2025 within our revenue forecast and within single digits of analyst consensus estimates. My thanks to Sean and our growth team for improving the rigor of our forecasting, which will continue to enhance in the quarters ahead. In addition to strengthening our financial foundations, we also set out to achieve two other objectives, given the dynamics of the geopolitical and technology landscape. Our second objective was to expand our international footprint. At the beginning of last year, relationships between the U.S. and its allies and partners globally were evolving. In January 2025, we were already in the process of establishing a lasting presence in the United Arab Emirates and the wider region, which I know well from my time with the Department of Homeland Security, where I collaborated on security initiatives and travel and trade partnerships like Preclares. In March, during a diplomatic visit to Washington, The UAE's National Security Advisor pledged a landmark $1.4 trillion investment framework over 10 years. AI infrastructure is one of its three pillars. And in June, Big Bear AI announced a strategic partnership with two UAE companies, Vigilix and EasyLease, a subsidiary of the International Holding Company. We are now working together to deliver mission-critical capabilities that enhance safety, mobility, and operational effectiveness across the region. including a partnership with Abu Dhabi Ports to collaborate on advanced AI enabled capabilities for government and critical infrastructure customers. By December, we'd announced the formation of a new wholly owned subsidiary in our first office in the World Trade Center in Abu Dhabi and committed to not only pursue business in the region, but also to hire and develop local talent. We are now established in the UAE and our relationships will only get stronger. Our third objective was to make a catalytic strategic acquisition We executed on this and completed the acquisition of Assage on December 31st. Assage is a model agnostic platform for secure distribution of generative AI models and agentic capabilities tailored for defense and security agencies and other highly regulated sectors. The changing needs of the intelligence and defense community make Assage a critical platform level AI technology. It is proven in the most secure and demanding environments. and is an important signal of Big Bear AI's focus on delivering mission impact with maximum flexibility. Most importantly, Assage doesn't lock customers into any particular frontier model. It is highly flexible, allows customers to integrate their data at once, and Assage can optimize models and agents across the platform for their use cases. We are well on our way to integrating Assage fully into Big Bear AI since closing just nine weeks ago, and we will now accelerate that work to deliver the highest levels of customer impact in the coming months. As you will have seen, we recently shared that Nicolas Chalon has transitioned from his role as CTO for personal reasons. The outstanding Assage team and the Assage platform continue to be an essential part of the Big Bear AI serving our mission customers, war fighters, and national security interests. Nick will provide technical advice to ensure continuity for our customers using the platform, and we wish him all the best in his future endeavors. Shortly after completing the Assage acquisition, We announced that we had acquired the technology platform CargoSeer. Globally, customs administrations, aviation security agencies, port operators, and security teams are all seeking better ways to rapidly identify mission risk in a global movement of cargo and goods. Governments have invested billions in deploying scanning equipment. Trade risks, contraband, dangerous and potent narcotics are all moving through high-volume supply chains. CargoSphere's AI shipment inspection platform is designed to address exactly those mission needs, reducing costs and increasing speed and accuracy. The core technology supports non-intrusive inspection for cargo by combining automated image analysis, computer vision, and machine learning, coupled with trade and cargo data. This helps customs operators and security professionals rapidly identify high-risk shipments, detect threats, and improve inspection efficiency across ports of entry. The benefits of this technology are manifold. Governments are losing billions to fraud, undervaluation, and other customs and tax violations. This lost revenue affects the services governments can provide their citizens and allows companies that are willing to break the rules to benefit. More broadly, the global supply chain is used by bad actors to smuggle all manner of contraband, narcotics and precursors, counterfeit products, and agricultural pests and diseases. It also provides avenues for human trafficking. CargoSphere makes it easier and more efficient for border officials to fight smuggling by giving them tools to properly identify illicit cargo and quickly intercept it, allowing them to focus on high-impact operational activities with immediate revenue and security benefits. Another positive result of combining these capabilities is the facilitation of trade and reduction of wait times at ports and borders. These two acquisitions are clear indicators of where Big Bear AI is heading. Assage is squarely aligned with our national security core market and has momentum and significant potential with commercial customers. And CargoSeer is centered on our trade and travel market, with applications for both government and commercial customers all over the world. They also reinforce our strong mission-first culture, centered on delivering enduring strategic advantage for the U.S., our allies and partners, and critical commercial sectors. I'd like to turn now to how our operating context has changed since our quarter three earnings call. three significant developments play to our market positioning and strengths. First, in December, the U.S. government published its national security strategy, calling for closer collaboration between the U.S. government and the American private sector. The strategy also called out clearly the need to protect the U.S. from cross-border threats such as terrorism, drugs, espionage, and human trafficking. BigBerry Eye is built to meet these mission needs. Our longstanding trust with the Department of Homeland Security and the defense intelligence communities Combined with the new solutions we are acquiring and building and our ability to move fast, make us an ideal partner. The administration recently indicated they intend to increase their requested defense budget dramatically, potentially to 1.5 trillion. This request is supported by Congress. It will represent an increase for the Pentagon of 500 billion from this year's budget on top of the generational increase in funding at DHS from the one big, beautiful bill. Even if funding remains closer to current levels, We believe that these critical resources will be substantially directed to cutting-edge technologies like ours. The second major development was the acceleration of frontier AI capabilities. In late quarter four, we saw generational leaps in chain-of-thought reasoning, model distillation, and agentic autonomy that outpaced the prior 18 months of progress combined. These advances further underscore the differentiated value of Big Bear AI's capabilities. Every new model release, every improvement in small model performance, and every advance in agentic orchestration makes our rapid and secure deployment infrastructure more essential. Our platforms are deliberately model agnostic, giving operators maximum flexibility to adopt the best available capabilities without vendor lock-in. And because our teams understand the realities of operators, we are able to translate these new technologies into real mission solutions. that fit the nuanced workflows, constraints, and unique challenges of our customers. The third development followed rapidly in January, the publication of the U.S. Department of War's AI Acceleration Strategy. Seven pace-setting plans organized under warfighting, intelligence, and enterprise align with where Big Bear AI is the strongest. The overarching goal of the strategy is to match the commercial clock speed of AI development, shifting from multi-year acquisition cycles to far shorter timelines. The strategy places significant focus on agentic network architectures and a shift to the tactical edge, all centered on speed of adoption and mission integration. This is not only a huge gear shift for the Department of War to increasing investment in the cognitive layer of warfighting capabilities, the pace is also likely to shorten the procurement cycle, and that helps us because of our size and speed. As one example, the AI acceleration strategy directs that the latest commercial models be deployable to U.S. government partners within 30 days of public release. That is now the standard, and we are well prepared to support it. Assage is architected to seamlessly and rapidly integrate new frontier model releases into secure enclaves without customers needing to re-architect or re-accredit their environments. That speed to deployment advantage becomes more valuable with every new model release, and the pace of releases is accelerated. I will close this section on our operating context with one note regarding the recent focus on SaaS businesses. Our work is built around mission-critical workflows for specialized operators. That requires deep domain integration, not generic horizontal software. Our value scales with mission impact. Agentic AI and autonomous workflows support our growth thesis and investments, and we are already delivering these agentic AI capabilities today into the most highly regulated environments in the world. And our development teams are leveraging these capabilities to build and ship tailored mission-critical solutions, and increasing pace. Looking forward, Big Bear AI is stepping into our strengths as a specialized defense technology company and developing and delivering mission-ready AI. In our third quarter earnings call, I stated that we are focused on two core markets, national security and travel and trade. Each area is highly specialized and requires deep domain expertise. They're also interdependent. Strengthening national security enables commerce and provides a baseline of trust necessary for nations to build prosperity. In turn, enhanced national security depends on the ability to move people and goods through the global economy and across borders with speed and efficiency, which facilitates tens of trillions of dollars of annual trade. Big Bear AI operates where these vectors converge. Our thesis is clear. Build on our strength in defense and apply it with a discipline to highly specialized use cases for advanced technologies. To execute on that thesis, we are prioritizing the following four things. First, deliver top-line growth. With strong financial foundations, we will enhance our go-to-market rhythm and drive rapid customer adoption of Big Bear AI solutions. The funding environment is strong, the demand signal is clear, and the window for us to capture share is now. We see significant near-term revenue opportunities. In national security, we are aggressively pursuing significant government competitions in a robust funding environment, largely driven by One Big Beautiful Bill funding and running disciplined, high-touch capture campaigns to win programs that map directly to our core strengths. In travel and trade, we're leveraging our established foothold in the UAE to expand our international business, particularly around our ports and borders offerings. Additionally, we also see our partnership with the UAE having the potential to address the needs of customers in Africa and Southeast Asia. Coming across both markets, our AI platform capabilities accelerated by the SAAD acquisition are proving to be a powerful differentiator. And we are focused on accelerating the delivery of frontier AI capabilities into highly secure environments, both by optimizing the best commercial products for secure use and tailoring solutions to mission-specific needs, leveraging that deep operational expertise of forward-deployed engineers. Over the midterm, we see a clear path to extend this platform beyond its Department of War roots. Second, focus on the operator. We will keep the needs of our customers, the operators who need the best technology now, front and center. The weekend's events put this into stark relief. Initiatives across the business will put intense focus on their shifting needs to ensure we operate with precision, speed, and the mission front of mind. Third, operate with execution rigor. This is critical and it means allocating resources dynamically and capital surgically. The world is moving quickly and our operating model has to keep up. We believe the future belongs to companies that get the intersection of technology and people right. This is not an either or. Fourth, capitalize on catalytic M&A. As we integrate assays and cargo sear and advance these capabilities for our customers and within the company, we will continue to consider catalytic technologies that enhance our ability to serve our national security and travel and trade markets. We are well-positioned to deploy our capital to acquire both market position and capability where the right opportunities arise in our areas of focus. We already have momentum. Let me now turn to how we are translating that into growth. Asphage has continued to scale across the U.S. government. Adoption metrics have remained strong, and utilization continues to grow month over month. We are actively cross-selling the platform into BigBerry I's existing customer base beyond the Department of War, We are also accelerating the development of Assage's Edge offering, a turnkey solution that delivers the Assage platform on a ruggedized, portable hardware system the size of a carry-on suitcase. This solution brings Assage into denied, degraded, intermittent, and limited bandwidth environments like forward operating bases and naval vessels, enabling operators to leverage Assage anywhere without reaching back to the cloud. And as the market moves toward agentic frameworks, we are already running at an accelerated pace. Not only do we have the agent builder available natively within Assage, we intend to stay on the cutting edge and deliver purpose-built agents and workflows to support missions along with the technology we make available through the Assage platform. Beyond Assage, capture campaigns aligned to the One Big Beautiful Bill are well underway, expanding our pipeline across DHS and defense and positioning us to compete for generational funding. And within our Department of War business, we launched a strategic partnership with C-SPEED, a leader in advanced software-defined radar. This partnership will extend our capabilities to deliver real-time intelligence and operational support in contested environments, further strengthening our value proposition for defense and intelligence customers. Additionally, we are actively collaborating with Fincantier, one of the world's largest shipbuilding groups, demonstrating strong progress. This is one example of how our Shipyard AI solutions will drive innovation and operational efficiency against a major funding stream in the one big beautiful bill. These achievements underscore our ability to deliver cutting-edge solutions that meet the evolving needs of customers, and we're excited to see good traction. Turning to our second core market, travel and trade, our international expansion and recent acquisition activity are generating momentum. Big Bear AI announced a partnership with Abu Dhabi Ports Group at the end of January. Abu Dhabi Ports is one of the region's premier trade and logistics platforms. It will play a central role in Big Bear AI's efforts to drive secure global trade and economic growth through its integrated portfolio of world-class ports, industrial loans, and logistics services. Together, we are focused on developing next-generation AI-powered customs management systems for ports and borders. By leveraging advanced analytics and AI image analysis, we intend to enhance operational efficiency, streamline customs processes, and improve trade facilitation across the region. This collaboration highlights the growing demand for innovative AI solutions in critical infrastructure and offers strong long-term potential. In North America, our Veriscan platform continues to expand. We are now live at Chicago O'Hare, Seattle Tacoma International Airport, Nashville, and Calgary International Airport in support of biometrically enabled enhanced passenger processing programs. These deployments are improving security, accelerating processing times, and enhancing the traveler experience at some of the busiest airports. And finally, cargo series platform for combining AI automated image analysis and trade data is needed by customs administrations and aviation security authorities. We see actionable targets in Central America, the Middle East, and within the United States where the platform's predictive cargo risk scoring capabilities are directly relevant to governments and commercial operators seeking to strengthen the efficiency of their customs duty collection and supply chain operations. In short, we see lots of positive developments to drive growth across our portfolio. Now I'll turn it over to Shawn to walk through the financials and our FY 2026 guidance. Thanks, Kevin.

I'll start by highlighting key accomplishments from 2025 and we'll then move to our results for the fourth quarter. This year, we raised $693 million in proceeds from our ATM facilities and warrant exercises and we're able to close on the acquisition of Assage. The momentum hasn't stopped in 2026. In the first quarter, we closed on the acquisition of Cargos here and fully settled the 2029 notes by exercising our right to force conversion of the notes into common stock, which will save almost $9 million of annualized interest expense through the end of 2029. We intend to settle the remaining $17 million on our 2026 notes when those mature at the end of this year. These milestones have not only strengthened our balance sheet, but have also put us on a trajectory for sustainable growth. We've also made meaningful progress strengthening our internal controls. Earlier this year, we transitioned out of emerging growth company status, which brought with it the added rigor of SOX 404 compliance, including an independent auditor attestation on our internal controls. I'm pleased to report that our auditor has issued a clean, unqualified opinion, reflecting well on the work our team has put into building a more mature control environment. As you'll see in today's 10 K filing, we're also pleased to report that the material weakness that we disclosed in last year's filing has been fully remediated as of December 31st, 2025. Now let's turn to our operating results for the fourth quarter. Fourth quarter revenue was $27.3 million, a decrease of $16.5 million year-over-year, which was primarily driven by lower volume on Army programs, which we referenced on previous earnings calls, and which was accounted for in our RISE guidance, which we provided in our second quarter earnings call. Gross margins decreased year-over-year. Gross margin for the fourth quarter of 2025 was 20.4%. versus 37.4% for the comparable period, primarily due to certain one-time items, including high-margin license deliveries and a fringe of overhead shrub, both of which occurred in the fourth quarter of 2024 and were not repeated in the fourth quarter of 2025. SG&A expenses in the fourth quarter of 2025 were $25.7 million versus $22.2 million in the comparable period. The increase in SG&A was primarily related to certain new growth and marketing investments as we committed to in the second quarter and third quarter of this year. R&D expenses increased from $2.3 million in the fourth quarter of 2024 to $4.8 million in the fourth quarter of 2025 as we continue to invest in new capabilities and technologies across the domains of national security and travel and trade. Our net loss for the fourth quarter was $5.8 million versus a net loss of $138.2 million in the comparable period. The decrease in net loss was primarily due to a non-cash gain on the fair value of derivatives of $143.4 million, a loss on extinguishment of debt of $31.3 million in the fourth quarter of 2024, not repeated in the fourth quarter of 2025, an income tax benefit of $21.8 million in the fourth quarter of 2025 related to the SAGE acquisition, and an increase of interest income of $6.2 million related to our investments. These were partially offset by a non-cash impairment of long-lived assets of $53.4 million recorded in the fourth quarter of 2025. Adjusted EBITDA for the fourth quarter was negative $10.3 million versus positive $2 million in the comparable period. The decrease in adjusted EBITDA was primarily driven by lower revenue and gross margins as well as increased spend on SG&A and R&D as previously mentioned. Now let's turn to our outlook for 2026. We are projecting full-year 2026 revenue of between $135 million and $165 million. Our 2026 outlook includes the results of our recent acquisitions of Astage and CargoSeer and represents about 17% growth from our full-year 2025 revenue. Given the pace of play in the AI markets and investments we will undertake to integrate recent acquisitions and expand our international presence and growth team, we will not be giving adjusted EBITDA guidance at this time. Lastly, I'd like to mention our proxy solicitation to amend our certificate of incorporation to authorize 500 million shares of common stock that can be used in the future. It is good housekeeping for a company at our stage of growth to have authorized shares in reserve to allow us to respond quickly in a dynamic market. That is why it is common practice for businesses looking to accelerate. The two largest proxy advisory firms, Glass Lewis and ISS, recommended a four vote and our board of directors unanimously supports the proposal. More than eight in 10 shareholders have voted for the amendment. And as of today's call, we are more than 97% of the way to securing the votes needed to pass the proposal. We have learned that reaching and mobilizing everyone, particularly smaller shareholders, takes time. We would like to thank our shareholders for the support they have shown us. As I close this section, I would underscore again that Big Bear AI is in the strongest financial position in our history And we intend to make it even stronger so that we can invest in our technology and R&D, invest in attracting and retaining top talent, and make further strategic acquisitions. Just as we have established greater financial flexibility in the last 12 months, we intend to enhance our freedom to move quickly in the future. I'll now turn it back to Kevin to give a few closing remarks.

Thanks, Sean. I would like to close on a note that highlights why I'm excited about the year ahead and our ability to support our customers in this intense strategic moment globally. And that's the fact that as a company, we have a huge core of former operators. We deeply understand our customers' missions. We've augmented that expertise with cutting edge technologies that we can apply, understanding the reality of the use cases that our customers deal with every day. Mission ready technology by operators for operators. That's distinct from companies who primarily integrate others' capabilities and from startups who don't understand the operational context. What our national security customers and global partners need is the ability to apply emerging tech securely, to move rapidly, and with greater flexibility than ever before to address emerging threats and challenges. And that's what we intend to do for them this year. Thank you very much for your time today and your continuing support of Big Bear AI.

Thank you, ladies and gentlemen. And with that, this does conclude today's teleconference. Thank you for your participation. You may now disconnect and have a wonderful day.