New York, February 2, 2026, 08:50 EST — Premarket
- BigBear.ai shares dropped 8.7% to close at $5.04 on Friday, with heavy volume trading.
- Investors are focused on a shareholder vote set for Feb. 18 concerning an increase in share-issuance capacity
- Next catalyst: the voting deadline on Feb. 17, followed by the meeting on Feb. 18
BigBear.ai Holdings shares ended Friday down 8.7% at $5.04, with roughly 86.3 million shares changing hands. Investors are now bracing for Monday as they await more clarity on an upcoming shareholder vote. (Nasdaq)
The company scheduled a special meeting for Feb. 18 to vote on a plan to double authorized common shares from 500 million to 1 billion, following several adjournments aimed at gathering more proxies. Online voting is open until 11:59 p.m. Eastern on Feb. 17, with the board pushing shareholders to support the proposal, according to a filing. (BigBear.ai Holdings, Inc.)
That’s key since “authorized shares” set the maximum a company can issue under its charter. Boosting the cap doesn’t mean new stock is issued right away, but it paves the way for future equity raises, stock compensation, or share-based acquisitions — all potential sources of dilution for current shareholders.
Chief Executive Kevin McAleenan urged shareholders to back the proposal, arguing it would maintain the company’s flexibility for strategic acquisitions and support efforts to “attract and retain top talent,” per a letter on the company’s website. (Bigbear)
BigBear.ai offers AI-driven decision intelligence solutions for government, defense, and commercial sectors including manufacturing and supply chain, per its investor documents. (BigBear.ai Holdings, Inc.)
The company stated in its proxy materials that the increased authorized shares would back financing efforts, retention awards, and strategic partnerships. The Feb. 18 meeting will address just this proposal.
Timing remains the toughest call for traders. Having a larger pool of shares can help a company act fast, but it also increases the risk that new shares hit the market when the stock is under pressure.
The risk is straightforward: approval might signal a go-ahead for dilution, whereas a rejection could limit the company’s ability to raise capital or use stock as currency. Either way, volatility is likely to stay high in a stock that’s already known for big swings.
Before the Feb. 17 voting deadline, investors are on the lookout for new proxy solicitations or any SEC updates. The next notable date after that is the Feb. 18 meeting.
