New York, Jan 15, 2026, 09:10 ET — Premarket
- BBAI shares climbed roughly 2.6% in premarket action following BigBear.ai’s announcement that it fully converted its 6% 2029 convertible notes.
- The company has also submitted fresh proxy materials pushing shareholders to approve a raise in authorized common shares before the special meeting on Jan. 22.
- Traders are balancing the appeal of cleaner leverage with renewed worries over dilution.
BigBear.ai Holdings, Inc (NYSE: BBAI) jumped 2.6% to $6.26 in premarket Thursday after announcing it fully converted its 6% convertible senior secured notes due 2029 into common stock. This slashed about $125 million in debt and trimmed note-related liabilities to roughly $17 million. The conversion will see around 38 million new shares issued, the company said. 1
That’s key now since convertible notes are debt that can be converted into equity, wiping out a looming cash repayment and interest expense. But it also means more shares on the market, which could drag the stock if investors fixate on dilution instead of the reduced debt load.
A regulatory filing earlier this month set the schedule: notes that weren’t converted faced cash redemption on Jan. 16, while the conversion rate got a temporary boost for holders converting by Jan. 15. 2
Chief Executive Kevin McAleenan called the debt issuance a move to “improve our financial flexibility,” aiming to sustain growth investments amid efforts to strengthen the balance sheet. 3
Additional proxy materials filed Thursday reveal BigBear.ai is pushing shareholders to OK a charter amendment that would double its authorized common stock from 500 million to 1 billion shares. CFO Sean Ricker said the company has secured about 97% of the votes needed. The next special shareholder meeting is scheduled for Jan. 22, with online voting open until 11:59 p.m. ET on Jan. 21. 4
The filing noted that proxy advisers ISS and Glass Lewis backed the proposal, while the company maintained the change wouldn’t lead to an immediate share issuance.
BigBear.ai, headquartered in McLean, Virginia, offers AI and predictive analytics solutions tailored for defense, national security, and critical infrastructure sectors. In this specialized space, funding rounds often garner as much buzz as contract announcements. 5
The trade-off is clear: less debt means more equity. If investors start betting on more share issuance ahead, the stock’s balance-sheet narrative could quickly unravel.
The upcoming Jan. 22 special meeting and the voting deadline on Jan. 21 will likely determine BigBear.ai’s flexibility to issue stock following the note conversion.
