BigBear.ai Holdings, Inc. 8-K

What Happened
BigBear.ai Holdings, Inc. announced on January 2, 2026 that it issued a Redemption Notice calling for the redemption of all outstanding 6.00% Convertible Senior Secured Notes due 2029. The Redemption Date is January 16, 2026. Notes called for redemption that are not converted by the deadline will be repurchased for cash at a price equal to the principal amount plus accrued and unpaid interest to, but excluding, the Redemption Date.

Key Details

• Redemption Notice date: January 2, 2026; Redemption Date: January 16, 2026.
• Repurchase (Redemption) Price: principal amount plus accrued and unpaid interest through Jan 15, 2026 (excluded).
• Conversion deadline: holders may submit Notes for conversion any time before 5:00 p.m. (NY time) on the second scheduled trading day before the Redemption Date.
• Conversion rates: current conversion rate is 281.4491 shares per $1,000 principal; for conversions between Jan 2–15, 2026 the Conversion Rate is increased to 305.5254 shares per $1,000. Converted Notes will be settled in common stock (with cash in lieu of fractional shares).
• Company expectation: BigBear.ai currently expects holders will convert, but holders are not obligated to convert and the Company may have to pay cash for any Notes not converted.

Why It Matters
For investors, this action creates two primary outcomes: potential dilution if noteholders convert (they would receive shares at an increased conversion rate for conversions made Jan 2–15), or a cash outlay by BigBear.ai if holders do not convert and the Company must repurchase outstanding Notes. Either result affects the company’s capital structure—conversion increases shares outstanding, while redemption reduces cash. The filing also contains forward-looking statements and notes risks that actual outcomes may differ.