NEW YORK, December 31, 2025, 07:29 ET — Premarket
- BigBear.ai shares were last down about 3% in premarket trading.
- A shareholder vote on doubling authorized common shares was pushed to Jan. 22.
- CEO Kevin McAleenan said the company is running short on remaining authorized shares.
Shares of BigBear.ai Holdings, Inc. (BBAI) fell 3.2% to $5.50 in premarket trading on Wednesday after the company delayed a shareholder vote on a proposal to double its authorized common stock.
The vote would raise the ceiling on how many shares BigBear.ai can issue from 500 million to 1 billion. It does not put new stock into the market by itself, but it gives the board flexibility to sell shares, do stock-based deals or pay employees with equity.
That flexibility is in focus because BigBear.ai told investors it is running short of authorized shares. “Currently, we do not have many more shares available,” Chief Executive Kevin McAleenan wrote in a letter to shareholders, while saying approval would not lead to an immediate share issuance. 1
In definitive proxy materials — the documents used to solicit shareholder votes — BigBear.ai said it adjourned its special meeting again to seek more support for the amendment after it lacked sufficient votes at the time of the meeting. The company said the vote will now be held at a reconvened meeting on Jan. 22 at 3 p.m. ET, with online voting open until 11:59 p.m. ET on Jan. 21 for shareholders of record as of Oct. 14. The board recommended shareholders vote “for” the proposal, citing potential needs including financings, retention awards and strategic partnerships. 2
Authorized shares are the maximum number of shares a company can legally issue under its charter. They differ from shares outstanding, which are already issued and trade on the stock market.
BigBear.ai sells analytics and AI software and services, with much of its business tied to U.S. government agencies.
In November, BigBear.ai said it signed a deal to buy Ask Sage for $250 million and projected full-year revenue of $125 million to $140 million. The company said the Ask Sage acquisition was expected to close late in the fourth quarter of 2025 or early in the first quarter of 2026. 3
Investors often treat requests for more share authorization as a dilution risk, especially when a company is still in growth mode. The repeated adjournments add another layer of uncertainty, keeping attention on whether the company can lock in the votes it needs.
Traders will watch whether BigBear.ai wins approval ahead of the Jan. 22 meeting and whether it flags any near-term equity raise or stock-financed transaction. Any update on the Ask Sage closing timeline is another near-term trigger.
U.S. stock markets will trade normal hours on New Year’s Eve and close on New Year’s Day, a schedule that can thin year-end liquidity and amplify moves in smaller stocks. 4
