BigBear.ai Merger $2.5 Million Securities Settlement

William C. Gendron

Editor in Chief

Published

August 28, 2024 1:04 PM

Updated

August 4, 2026

Who are the class members?

The settlement includes all record and beneficial holders of GigCapital4 common stock who held shares at any time between the close of business on Oct. 5, 2021, and Dec. 7, 2021, continued to hold those shares immediately after the 5 p.m. Eastern Standard Time redemption deadline on Dec. 1, 2021, and did not submit them for redemption in connection with the merger. This includes successors in interest. Class members may have held the stock as separate shares or as part of public units.

Additional details

Both individuals and entities can be class members.
The actual beneficial holder or a legal representative must file the claim.
Joint holders must each sign the claim form.
Executors, administrators, guardians, conservators and trustees may submit claims on behalf of others and must provide proof of authority.
Each separate legal entity must submit a separate claim.
The class is certified solely for settlement purposes and is a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), meaning class members cannot exclude themselves from the settlement.

How much can class members get?

The total settlement fund is $2,500,000. The amount each class member receives depends on several factors:

The number of valid claims submitted
The number of eligible shares held
What happened to those shares after the redemption deadline
The total losses of all eligible class members

The settlement administrator will distribute payments on a pro rata basis according to the court-approved plan of allocation:

Actual payments may be higher or lower depending on individual claims and the total number of valid claims.
The settlement administrator will calculate each class member's payment based on the total loss assigned to each eligible share.
Total loss amounts depend on what happened to the eligible shares after the redemption deadline, which the settlement administrator calculates using the court-approved plan of allocation.

For each eligible share sold before the close of trading on July 5, 2023, for less than $10, the total loss is the $10 redemption price minus the sale price plus a 10-cent nominal amount.
For each eligible share sold before the close of trading on July 5, 2023, at $10 or more, the total loss is the 10-cent nominal amount.
For each eligible share held as of the close of trading on July 5, 2023, the total loss is $7.72, calculated as the $10 redemption price minus $2.28, the closing price of BigBear common stock that day plus the 10-cent nominal amount, for a total of $7.82 per share.

The settlement administrator will not calculate a total loss for any share redeemed in connection with the merger.
The settlement administrator will set any total loss that calculates to a negative number to $0.
If total losses exceed the net settlement fund, the settlement administrator will reduce payments on a pro rata basis.
If the net settlement fund exceeds total losses, the settlement administrator will distribute the excess to eligible class members on a pro rata basis.
Class members whose payment would be less than $10 will not receive a payout but will still be bound by the settlement.

How to claim a BigBear.ai stockholder class action settlement payment

Class members may file a claim online or download, print and complete the PDF claim form and mail it to the settlement administrator. The claim deadline is Sept. 16, 2026.

Settlement administrator's mailing address: Gig4 Stockholders Litigation, c/o A.B. Data Ltd., P.O. Box 173138, Milwaukee, WI 53217

Proof or documentation required to submit a claim

All class members must provide the last four digits of their Social Security number or full taxpayer identification number. They must also provide holding, purchase and sale information, including:

Number of Gig4 Class A common shares held as of the close of trading on Dec. 1, 2021
Trade dates for purchases and sales from Dec. 2, 2021, through July 5, 2023
Number of shares purchased, acquired or sold and the total purchase, sale or acquisition price
Number of BigBear common shares held as of the close of trading on July 5, 2023

Class members must also provide documentation to support their holdings and transactions in Gig4 Class A common stock or BigBear common stock. Acceptable proof includes:

Stockbroker confirmation slips
Stockbroker account statements
Other documents evidencing the holdings and transactions

Payout options

Physical check
Electronic payment

$2.5 million settlement fund

The $2,500,000 settlement fund includes:

Settlement administration and notice costs: Amount not specified
Attorneys' fees and expenses: Amount not specified
Payments to eligible class members: Remainder of the fund

Important dates

Deadline to file a claim: Sept. 16, 2026

When is the BigBear.ai stockholder class action settlement payout date?

The court approved the settlement on Oct. 8, 2024. The settlement administrator will issue payments to eligible class members after it processes all claims and completes the distribution.

Why did this class action settlement happen?

The class action lawsuit alleged GigAcquisitions4 LLC and several Gig4 directors and officers breached their fiduciary duties and unjustly enriched themselves in connection with the business combination that formed BigBear.ai Holdings Inc. The plaintiff brought the claims on behalf of stockholders who did not redeem their Gig4 shares in connection with the merger.

The defendants denied all allegations of wrongdoing but agreed to settle to avoid the expense and uncertainty of continued litigation.