[DEFA14A] Booz Allen Hamilton Holding Corporation Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Eos Energy Enterprises, Inc. (EOSE) – Form 144 filing discloses a proposed insider sale of common stock.

• Seller & broker: 47,254 common shares are to be sold for the account of Nathan Kroeker through UBS Financial Services Inc., Eleven Madison Ave., New York.
• Transaction size: Aggregate market value is $243,358.10, representing roughly 0.02 % of the 227,589,833 shares outstanding.
• Planned timing & venue: Sale is targeted for 07 / 08 / 2025 on the Nasdaq.
• Source of shares: Shares derive from RSU vesting on 07 / 05 / 2025; 47,254 units vested on that date.
• Recent selling activity: Over the last three months Kroeker sold 152,856 shares on 05 / 16 / 2025 for $1,048,853 and 24,124 shares on 07 / 07 / 2025 for $125,801.84.

The filing is a notice only; execution depends on market conditions, and Rule 144 limits apply. The volume is immaterial versus total shares, but the continued disposition may be monitored by investors assessing insider sentiment.

Positive

• Minimal dilution risk: 47,254 shares represent only 0.02 % of outstanding stock.
• Regulatory transparency: Timely Form 144 filing signals compliance with SEC disclosure requirements.

Negative

• Continued insider selling: 224k shares sold/registered within three months may be viewed as a bearish sentiment indicator.
• Lack of context: Filing provides no information on company performance or a 10b5-1 plan, leaving motives open to interpretation.

Insights

Securities Analyst

TL;DR: Small Rule 144 sale (47k) by insider; negligible dilution, mildly negative signal.

The proposed sale equals just 0.02 % of shares outstanding, so supply impact is de minimis. However, it continues a pattern of insider monetisation—roughly 224k shares disposed over three months for $1.4 million. While Rule 144 filings are routine, clustering of sales can be interpreted as a weak confidence signal. No operational metrics are disclosed, so valuation impact is limited to perception. Overall I classify the filing as neutral-to-slightly negative given its small scale.

Corporate Governance Expert

TL;DR: Routine compliance filing; transparency positive, insider selling optics mixed.

Form 144 demonstrates adherence to securities rules and likely ties to RSU vesting, indicating normal compensation realisation. Public disclosure via EDGAR enhances governance transparency. Still, serial sales within 90 days can draw scrutiny from investors focused on alignment of interests. Absence of a disclosed 10b5-1 plan leaves motives opaque. From a governance standpoint, the event is not materially impactful, but monitoring future filings is prudent.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14-A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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the Securities Exchange Act of 1934 (Amendment No.        )

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¨ Preliminary Proxy Statement

¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

¨ Definitive Proxy Statement

þ Definitive Additional Materials

¨ Soliciting Materials Pursuant to §240.14a-12

BOOZ ALLEN HAMILTON HOLDING CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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¨ Fee paid previously with preliminary materials.

¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

EMPLOYEE STOCKHOLDER SOLICITING MATERIALS

Commencing on July 8, 2025, the Company sent the following to the Partners, Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Principals and Senior Associates of the Company, employees of the Company that participate in the Company’s Employee Stock Purchase Plan, and those Lead Associates and Associates of the Company who hold shares of Company common stock.

Colleagues,

Booz Allen Hamilton Holding Corporation will have its 2025 Annual Meeting of Stockholders on Wednesday, July 23 at 8:00 am ET. This will be a virtual meeting only.

Booz Allen stockholders as of June 2, 2025 are eligible to vote on the five items noted in our proxy statement this year. If you held Booz Allen stock as of that date, you should have received instructions via mail or email on how to cast your vote. If you have not received this information, contact Susanna Patton on the Legal, Ethics & Compliance Team.

The five items are:

•Election of twelve directors;

•Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2026;

•A non-binding advisory vote on the compensation program for the Company’s named executive officers, as disclosed in the Compensation Discussion and Analysis section of the proxy statement;

•Stockholder proposal on political spending; and

•Consideration of any other business that may properly be brought before the Annual Meeting.

These items will be briefly addressed at the Annual Meeting. To participate, visit www.virtualshareholdermeeting.com/BAH2025. You will need the control number located on your proxy card or within the instructions that accompanied your proxy materials. Online check-in will begin at 7:45 am ET.

Other options for voting—including by mail, telephone, or electronically at www.proxyvote.com—are described in the proxy materials. Note, only shares of common stock owned as of June 2, 2025 have the right to vote. Stock options and unvested restricted stock units do not carry voting rights, as applicable. I encourage you to vote any time between now and the Annual Meeting.

Horacio

FAQ

How many EOSE shares are being registered for sale?

The Form 144 covers 47,254 common shares.

What is the estimated market value of the planned EOSE sale?

The aggregate market value is $243,358.10.

When is the planned sale date for the EOSE shares?

The filer lists an approximate sale date of 07/08/2025.

Which broker will handle the EOSE share sale?

Shares are to be sold through UBS Financial Services Inc. in New York.

What insider selling activity occurred in the past 3 months?

152,856 shares were sold on 05/16/2025 for $1,048,853, and 24,124 shares on 07/07/2025 for $125,801.84.

What is the source of the shares being sold under this Form 144?

The shares resulted from RSU vesting on 07/05/2025.