GigCapital4, Inc.

The captured document is an unexecuted form exhibit with no counterparty and no date, so it evidences the terms the company is offering, not any particular grant. The 8-K's own item text and the identity of the indemnitees are not in the captured text.

An at-the-market program is a standing authorisation to issue up to 100 million new shares at the Company's discretion, which is dilution capacity rather than a completed sale; the report states no shares have been sold and no price. Exhibits 1.1, 5.1 and 23.1 include the sales agreement and counsel's opinion and consent.

The balance sheet was rebuilt by issuing stock, not by earning it: liabilities dropped roughly $212 million while the share count grew by 42.5 million and paid-in capital by $184.5 million, and the authorized share ceiling was doubled to a billion. For anyone tracking what the former XPDI-era SPAC cohort turned into, that is the trade — convertible debt retired at the cost of permanent dilution, with $262.4 million of cash simultaneously spent on the Ask Sage deal and $40.2 million still burned in operations.

Without this Requisite Stockholder Approval the company may not elect to pay interest in kind with its common stock, so a failed vote forces cash interest on notes maturing December 15, 2029. Holders may convert at their option until the second scheduled trading day before maturity, and any share settlement is priced at 95% of the average daily volume-weighted average price over an agreed period — a five percent discount to market on every conversion. The notes are not redeemable at the company's election before December 27, 2025.

The share count is set by a backward-looking price: $70,000,000 divided by $1.3439, the 20-day volume weighted average price ending the trading day before the merger agreement was signed. A move in BBAI's stock between signing and closing therefore changes what the sellers effectively receive rather than how many shares they get. The issuance relies on the Section 4(a)(2) private-offering exemption rather than registration. A transaction committee of independent directors, not the full board, approved the agreement and makes the recommendation. The record date is January 24, 2024.

The consideration is $70,000,000 of BBAI common stock, subject to adjustment for indebtedness, transaction expenses, working capital and cash, priced at $1.3439 per share — the twenty-day volume-weighted average through the trading day before the Merger Agreement was signed. Because the price is fixed backward-looking, the share count does not move with the market between signing and closing. A transaction committee of independent directors was formed to evaluate the deal, and the shares are issued under the Section 4(a)(2) private-placement exemption rather than being registered.

What changed: Exhibit 10.1 to an 8-K of BigBear.ai Holdings, Inc.: a form of indemnification agreement, dated 'August ____, 2026' with the indemnitee left blank. It obligates the company to indemnify, hold harmless, exonerate and advance expenses to directors, officers, advisors and key employees to the fullest extent permitted by Delaware law, as a supplement to the charter and bylaws, and continues after service ends. Why it matters: The captured document is an unexecuted form exhibit with no counterparty and no date, so it evidences the terms the company is offering, not any particular grant. The 8-K's own item text and the identity of the indemnitees are not in the captured text.(flagged for human review)

What changed: 8-K of BigBear.ai Holdings, Inc. Item 8.01 (other events): on July 31, 2026 the Company entered an Open Market Sale Agreement with Jefferies LLC as sales agent under which it may from time to time sell up to an aggregate of 100,000,000 shares of common stock. Sales will be made by any method deemed an at-the-market offering under Rule 415(a)(4), off the Form S-3 registration statement (File No. 333-289678) filed August 18, 2025 and a July 31, 2026 prospectus supplement. Compensation to the sales agent is up to 3.0% of gross proceeds, with indemnification and contribution. Why it matters: An at-the-market program is a standing authorisation to issue up to 100 million new shares at the Company's discretion, which is dilution capacity rather than a completed sale; the report states no shares have been sold and no price. Exhibits 1.1, 5.1 and 23.1 include the sales agreement and counsel's opinion and consent.