NEW YORK, December 29, 2025, 02:44 ET — Market closed
- BigBear.ai shares fell 4.9% in the last session, ending at $5.73.
- Shareholders have until 11:59 p.m. ET Monday to vote ahead of a reconvened special meeting on Dec. 30, a filing showed.
- CEO Kevin McAleenan said the request is not aimed at an immediate issuance of new stock.
BigBear.ai Holdings, Inc. (BBAI) shares fell 4.9% on Friday to close at $5.73, with investors heading into Monday focused on a looming shareholder vote tied to the company’s ability to issue more stock.
The ballot matters because it would raise BigBear.ai’s authorized shares — the maximum number of shares a company is permitted to issue. That added capacity can support financing or stock-based deals, but it can also dilute existing holders by shrinking each investor’s ownership percentage.
BigBear.ai said electronic voting would remain open until 11:59 p.m. ET on Dec. 29, ahead of a special meeting of stockholders scheduled to reconvene on Dec. 30, a regulatory filing showed. The board recommended shareholders vote in favor of the proposal.
The meeting will be held remotely and the vote on the authorized-share increase is the only item of business, the filing showed. BigBear.ai said it adjourned the meeting to allow more time to solicit proxies — votes submitted by shareholders who do not attend in person.
Chief executive Kevin McAleenan told shareholders the company is seeking to increase authorized common shares to 1 billion from 500 million. “This is not a proposal to immediately issue and sell the additional 500,000,000 shares,” he wrote. BigBear.ai
McAleenan said the added authorization would give BigBear.ai flexibility to use equity for growth initiatives, including acquisitions and other corporate opportunities. He also said the company does not have many shares left available under the current authorization.
A push to expand authorized shares can pressure stocks because investors worry about a larger future supply of shares. Companies typically argue the extra capacity reduces financing risk by keeping more options available.
BigBear.ai traded between $5.69 and $6.05 on Friday, with about 41.1 million shares changing hands, according to market data.
In November, the company said it had signed a definitive agreement to acquire Ask Sage and expected the deal to close late in the fourth quarter of 2025 or early in the first quarter of 2026.
In the proxy materials, BigBear.ai said approval of the proposal would provide additional equity to pursue financing activities, grant retention awards, establish strategic relationships and pursue corporate opportunities.
Traders are watching for any update on participation ahead of the Monday night cutoff and for the outcome of Tuesday’s reconvened meeting. Any result is likely to show up quickly in an SEC update after the vote.
Before the next session, the key timestamp is 11:59 p.m. ET on Dec. 29, when online voting closes, the company said. The special meeting is scheduled to reconvene at 3:00 p.m. ET on Dec. 30.
Beyond the vote, Zacks’ earnings calendar lists BigBear.ai’s next results as expected in early March, keeping attention on revenue trends and cash needs as 2025 closes.
Technically, traders will watch whether the stock holds above Friday’s $5.69 low and can push back through $6.05, the session high, when regular trading resumes.
