Equity-Based Compensation | Equity-Based Compensation Class A Units granted to Board of Directors Prior to the Merger, certain members of the Board of Directors of the Company had elected to receive compensation for their services as a board member in stock, Class A units of the Parent. The number of units granted by the Parent were determined by dividing the compensation payable for the quarter by the fair value of the Class A units at the end of each respective quarter. No Class A units were granted to the Board of Directors during the three and six months ended June 30, 2022. The total value of the Class A units granted to such Board of Directors for the three and six months ended June 30, 2021 was $31 and $56, respectively, and is reflected in the selling, general and administrative expenses within the consolidated statements of operations. Class B Unit Incentive Plan In February 2021, the Company’s Parent adopted a compensatory benefit plan (the “Class B Unit Incentive Plan” ) to provide incentives to directors, managers, officers, employees, consultants, advisors, and/or other service providers of the Company’s Parent or its Subsidiaries in the form of the Parent’s Class B Units ( “Incentive Units” ). Incentive Units have a participation threshold of $1.00 and are divided into three tranches ( “Tranche I,” “Tranche II,” and “Tranche III” ). Tranche I Incentive Units are subject to performance-based, service-based, and market-based conditions. The grant date fair value for the Incentive Units was $5.19 per unit. The assumptions used in determining the fair value of the Incentive Units at the grant date are as follows: February 16, 2021 Volatility 57.0% Risk-free interest rate 0.1% Expected time to exit (in years) 1.6 On July 29, 2021, the Company’s Parent amended the Class B Unit Incentive Plan so that the Tranche I and the Tranche III Incentive Units immediately became fully vested, subject to continued employment or provision of services, upon the closing of the transaction stipulated in the Agreement and Plan of Merger (the “Merger Agreement” ) dated June 4, 2021. The Company’s Parent also amended the Class B Unit Incentive Plan so that the Tranche II Incentive Units will vest on any liquidation event, as defined in the Class B Unit Incentive Plan, rather than only upon the occurrence of an Exit Sale, subject to the market-based condition stipulated in the Class B Unit Incentive Plan prior to its amendment. Equity-based compensation for awards with performance conditions is based on the probable outcome of the related performance condition. The performance conditions required to vest per the amended Incentive Plan remain improbable until they occur due to the unpredictability of the events required to meet the vesting conditions. As such events are not considered probable until they occur, recognition of equity-based compensation for the Incentive Units is deferred until the vesting conditions are met. Once the event occurs, unrecognized compensation cost associated with the performance-vesting Incentive Units (based on their modification date fair value) will be recognized based on the portion of the requisite service period that has been rendered. The modification date fair value of the Incentive Units was $9.06 per unit. The assumptions used in determining the fair value of the Incentive Units at the modification date are as follows: July 29, 2021 Volatility 46.0% Risk-free interest rate 0.2% Expected time to exit (in years) 1.2 The volatility used in the determination of the fair value of the Incentive Units was based on analysis of the historical volatility of guideline public companies and factors specific to the Compa ny. On December 7, 2021, the previously announced Merger was consummated. As a result, the Tranche I and Tranche III Incentive Units immediately became fully vested and the performance condition for the Tranche II Incentive Units was met. The fair value determined at the date of the amendment of the Class B Unit Incentive Plan was immediately recognized as compensation expense on the vesting date for Tranches I and III. Compensation expense for the Tranche II Incentive Units is recognized over the derived service period of 30 months from the modification date, which resulted in approximately 17.0% of the compensation expense for Tranche II being recognized during the year ended December 31, 2021. The remaining compensation expense for the Tranche II Incentive Units will be recognized over the remaining service period of approximately 25 months. During the six months ended June 30, 2022, the Company’s Parent modified the vesting conditions for two former employees. Under the original terms of the grant agreements, Incentive Units are forfeited upon separation. Due to the amended agreement, the Incentive Units held by the former employees are no longer contingent upon service and are considered vested as of the separation dates. The former employees will not receive the awards until the market condition is achieved. The result of the amended agreement is an accounting modification that resulted in 100% of the compensation expense being recognized for the former employees based on the modification date fair value. The incremental compensation cost recognized as a result of the modification was $1,468 and $1,687 during the three and six months ended June 30, 2022, respectively. The total compensation expense recognized by the Company for Tranche II Incentive Units, including the effects of modifications, was as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Equity-based compensation expense in selling, general and administrative $ 2,921 $ — $ 5,274 $ — Equity-based compensation expense in cost of revenues 290 — 643 — Total compensation expense $ 3,211 $ — $ 5,917 $ — The table below presents the activity in Tranche II of the Class B Units: Unvested and outstanding as of December 31, 2021 3,760,000 Granted — Vested (1,040,000) Forfeited (250,000) Unvested and outstanding as of June 30, 2022 2,470,000 As of June 30, 2022, there was approximately $15,368 of unrecognized compensation costs related to Tranche II Incentive Units, which is expected to be recognized over the remaining weighted average period of 1.58 years. Stock Options On December 7, 2021, the Company adopted the BigBear.ai Holdings, Inc. 2021 Long-Term Incentive Plan (the “Plan” ). The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by providing eligible employees, prospective employees, consultants, and non-employee directors of the Company the opportunity to receive stock- and cash-based incentive awards. During the six months ended June 30, 2022, pursuant to the Plan, the Company’s Board of Directors granted certain grantees Stock Options to purchase shares of the Company’s common stock at a weighted-average exercise price of $6.60. The Stock Options vest over four years with 25% vesting on the one year anniversary of the grant date and then 6.25% per each quarter thereafter during years two, three and four. Vesting is contingent upon continued employment or service to the Company and is accelerated in the event of death, disability, or a change in control, subject to certain conditions; both the vested and unvested portion of a Grantee’s Option will be immediately forfeited and cancelled if the Grantee ceases employment or service to the Company. The Stock Options expire on the 10th anniversary of the grant date. The table below presents the fair value of the Stock Options as estimated on the grant date using the Black-Scholes OPM using the following assumptions: Stock Options grant date June 13, 2022 March 30, 2022 Number of Stock Options granted 101,215 424,017 Price of common stock on the grant date $ 4.94 $ 8.24 Expected option term (in years) 10.00 6.26 Expected volatility 57.0% 54.0% Risk-free rate of return 3.5% 2.4% Expected annual dividend yield —% —% Fair value of the Stock Options on the grant date $ 2.85 $ 4.67 The table below presents the activity in the Stock Options: Stock Options Outstanding Weighted-Average Exercise Price Per Share Weighted-Average Remaining Contractual Life (in years) Aggregate Intrinsic Value Unvested and outstanding as of December 31, 2021 482,000 $ 9.99 10.0 $ — Granted 525,234 6.60 Vested — — Forfeited (49,665) 9.14 Unvested and outstanding as of June 30, 2022 957,569 $ 8.18 9.6 $ — Stock Options vested and exercisable as of June 30, 2022 — $ — 0.0 $ — The Stock Options had no intrinsic value as of June 30, 2022. The Company recognizes equity-based compensation expense for the Options equal to the fair value of the awards on a straight-line basis over the service based vesting period. As of June 30, 2022 , there was approximately $3,786 of unrecognized compensation costs related to the Options, which is expected to be recognized over the remaining weighted average period of 3.50 years. Restricted Stock Units During the six months ended June 30, 2022, pursuant to the Plan, the Company’s Board of Directors communicated the key terms and committed to grant Restricted Stock Units ( “RSUs” ) to certain employees and nonemployee directors. The Company granted 2,951,377 RSUs to employees during the six months ended June 30, 2022. RSUs granted to employees generally vest over four years, with 25% vesting on the one year anniversary of the grant date and then 6.25% per each quarter thereafter during years two, three and four. RSUs granted to nonemployee directors vest 100% on the one year anniversary of the grant date. Vesting of RSUs is accelerated in the event of death, disability, or a change in control, subject to certain conditions The table below presents the activity in the RSUs: RSUs Weighted-Average Grant Date Fair Value Per Share Unvested and outstanding as of December 31, 2021 403,300 $ 10.03 Granted 2,951,377 5.46 Vested (3,591) 5.20 Forfeited (315,625) 5.49 Unvested and outstanding as of June 30, 2022 3,035,461 $ 6.07 As of June 30, 2022 , there was approximately $16,018 of unrecognized compensation costs related to the RSUs, which is expected to be recognized over the remaining weighted average period of 3.31 years. Performance Stock Units On December 7, 2021, pursuant to the Plan, the Company’s Board of Directors communicated the key terms and committed to grant Performance Stock Units ( “PSUs” ) to an employee. The grant date of this award is December 7, 2021. The percentage of vesting is based on achieving certain performance criteria during each of the four four The table below presents the activity in the PSUs: PSUs Weighted-Average Grant Date Fair Value Per Share Unvested and outstanding as of December 31, 2021 150,000 $ 10.03 Granted — — Vested — — Forfeited — — Unvested and outstanding as of June 30, 2022 150,000 $ 10.03 The Company recognized $82 and $185 of equity-based compensation expense for the PSUs during the three and six months ended June 30, 2022, respectively. As of June 30, 2022 , there was approximately $166 of unrecognized compensation costs related to the PSUs, which is expected to be recognized over the remaining weighted average period of 0.47 years. Employee Share Purchase Plan (“ESPP”) Concurrently with the adoption of the Plan, the Company’s Board of Directors adopted the 2021 Employee Stock Purchase Plan (the “ ESPP ”), which authorizes the grant of rights to purchase common stock of the Company to employees, officers, and directors (if they are otherwise employees) of the Company. As of January 1, 2022, the Company reserved an aggregate of 3,212,786 common shares (subject to annual increases on January 1 of each year and ending in 2031) of the Company’s common stock for grants under the ESPP. As of June 30, 2022 , no shares had been sold under the ESPP. As of June 30, 2022, the Company has withheld employee contributions of $421, which are presented on the consolidated balance sheets within other current liabilit ies. Equity-based compensation expense related to purchase rights issued under the ESPP is based on the Black-Scholes OPM fair value of the estimated number of awards as of the beginning of the offering period. Equity-based compensation expense is recognized using the straight-line method over the offering period. The table below presents the assumptions used to estimate the grant date fair value of the purchase rights under the ESPP: ESPP grant date May 1, 2022 Price of common stock on the grant date $ 10.01 Expected term (in years) 0.60 Expected volatility 56.0% Risk-free rate of return 1.5% Expected annual dividend yield —% Fair value of the award on the grant date $ 3.22 As of June 30, 2022 , there was approximately $381 of unrecognized compensation costs related to the ESPP, which is expected to be recognized over the remaining weighted average period of 0.42 years. Equity-based Compensation Expense The table below present the total equity-based compensation expense recognized for Class A and B Units, Stock Options, RSUs, PSUs and ESPP in selling, general and administrative expense, cost of revenues, and research and development for the following periods: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Equity-based compensation expense in selling, general and administrative $ 3,928 $ 31 $ 6,999 $ 56 Equity-based compensation expense in cost of revenues 1,009 — 1,709 — Equity-based compensation expense in research and development 143 — 230 — Total equity-based compensation expense $ 5,080 $ 31 $ 8,938 $ 56 |