New York, Jan 16, 2026, 09:28 EST — Premarket
- BigBear.ai shares slipped 1.3% premarket to $6.17 following its latest balance-sheet update
- Company reports that $125 million of 2029 convertible notes have been completely converted into stock
- Shareholders will vote on Jan. 22 to approve doubling the authorized shares to 1 billion
Shares of BigBear.ai Holdings, Inc slipped about 1.3% to $6.17 in premarket trading Friday after the company announced the full conversion of $125 million in convertible senior secured notes due 2029 into common stock. The move wiped out roughly $125 million in debt without a significant cash payout. Following the transaction, the company’s note-related debt shrank to around $17 million, linked to convertible notes maturing in December 2026. 1
Why it matters now: convertible notes are debt that can convert into shares, and that trade-off is out in the open. Cutting debt eases financial pressure, but issuing new stock to cover it risks diluting current shareholders.
The balance-sheet cleanup comes amid a shareholder vote on share capacity. In proxy materials filed Thursday, CFO Sean Ricker said the company is “97% of the way to reaching the required votes” to boost authorized common stock from 500 million to 1 billion shares. The special meeting will reconvene on Jan. 22, with voting open through late Jan. 21, the filing showed. Ricker also pointed to backing from proxy advisers ISS and Glass Lewis. 2
Authorized shares set the legal limit on how many shares a company can issue per its charter. Simply increasing that limit doesn’t cause dilution, but it opens the door for the board to issue more stock down the line — whether for acquisitions, employee compensation, or fundraising. Traders usually price in that potential pretty quickly.
Markets held steady before the extended U.S. holiday weekend, with Wall Street closed Monday for Martin Luther King Jr. Day. This can sap liquidity and amplify swings in smaller stocks when trading resumes. 3
BigBear.ai, headquartered in McLean, Virginia, provides AI software and services for defense, national security, and critical infrastructure sectors. Recently, the company has turned to balance-sheet maneuvers amid investor concerns over financing risks in smaller AI-related firms.
The setup works both ways. Should shareholders greenlight a larger share authorization, investors will be keen to see how fast the company uses that leeway—and on what conditions. If the proposal stalls once more, the limited share pool might restrict future deals or capital actions, particularly with convertible debt lingering until 2026.
