NEW YORK, January 4, 2026, 05:26 ET — Market closed
- BigBear.ai called for redemption of its 6% convertible notes due 2029, with redemption set for Jan. 16.
- Shares rose about 8% on Friday, last trading at $5.84.
- Investors are watching the note conversion period and a Jan. 22 shareholder vote tied to future share issuance flexibility.
BigBear.ai Holdings, Inc. said on Friday it had called for redemption of all outstanding 6.00% convertible senior secured notes due 2029, with a redemption date set for Jan. 16, a regulatory filing showed. Shares rose about 8% on Friday, last trading at $5.84. 1
The move matters because convertible notes are debt that investors can swap for stock. A redemption call can simplify a company’s balance sheet, but it often brings dilution when new shares are issued.
BigBear.ai, which sells AI software and services to defense and national-security customers, has also been managing its capital needs after closing a $250 million cash acquisition of generative-AI platform Ask Sage late last month. That combination has made liquidity — and the cost of carrying debt — a sharper focus for investors.
In a statement, the company said it expects to eliminate about $125 million of debt through voluntary conversions and redemption, and cut note-related debt to about $17 million from about $142 million. BigBear.ai said it expects to issue about 38 million previously reserved shares to satisfy conversions, increasing its public float — shares available for trading — while removing interest payment obligations. “By meaningfully reducing our debt burden, we will improve our financial flexibility,” Chief Executive Kevin McAleenan said. 2
For equity investors, the trade-off is straightforward. Less leverage can reduce financial risk, but a larger share count can weigh on per-share value and make rallies harder to sustain.
The filing outlined the mechanics. Noteholders who convert during the Jan. 2–Jan. 15 window get an increased conversion rate of 305.5254 shares per $1,000 of principal, versus 281.4491 shares previously. 1
At the enhanced rate, the implied conversion price is about $3.27 a share — well below Friday’s trading levels — which raises the incentive to convert rather than take cash. If fewer holders convert than expected, BigBear.ai would need cash for any notes still outstanding on the redemption date.
Attention has also shifted to the company’s corporate actions around share capacity. In a letter posted on the company’s website, McAleenan urged shareholders to support a proposal to increase authorized common stock to 1 billion shares from 500 million, saying proxy advisers ISS and Glass Lewis recommended a “FOR” vote. 3
A separate proxy filing showed the special meeting was adjourned and will reconvene on Jan. 22 at 3:00 p.m. Eastern in a virtual format. 4
Before the next U.S. session, traders will also be balancing company-specific catalysts with macro risk. The U.S. Employment Situation report for December is scheduled for Jan. 9, followed by the Consumer Price Index report on Jan. 13 — events that can reset rate expectations and move high-beta tech stocks. 5
BigBear.ai has not confirmed its next earnings date, but MarketBeat’s calendar lists an estimated report on March 5 after the close. Investors will look for updates on cash use, integration progress from Ask Sage, and whether the debt-and-share reshuffle reduces interest expense as promised.
