BigBear.ai Holdings, Inc.

Evaluation of Disclosure Controls and Procedures

Our management, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with accounting principles generally accepted in the U.S. However, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Control Over Financial Reporting

Our management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2025. This assessment was based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013 framework). Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with U.S. GAAP.

As of the date of this filing, management completed the implementation of our remediation efforts of the material weakness related to technical accounting. Remediation efforts included consulting with technical accounting and valuation specialists as it relates to non-routine, unusual and complex transactions as well as expanding our in-house capabilities.

Based on this assessment, management concluded that as of December 31, 2025, the Company’s internal control over financial reporting was effective.

As permitted by the SEC rules, management’s assessment and conclusion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2025, excludes an assessment of internal control over financial reporting of Ask Sage, Inc., acquired on December 31, 2025. Ask Sage represents total assets, excluding goodwill and intangible assets related to the acquisition, and revenues constituting 4% and 0%, respectively, of our consolidated total assets and total revenues as of and for the year ended December 31, 2025.

Grant Thorton, LLP, an independent registered public accounting firm, audited our consolidated financial statements included in this report and our internal control over financial reporting, and the firm’s report on our internal control over financial reporting are set forth below.

Changes in Internal Controls Over Financial Reporting

Other than with respect to the remediation efforts described above, there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Annual Report on Form 10-K that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.