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Booz Allen (NYSE: BAH) CEO receives 122,605-share award with 60,138 withheld for taxes

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Booz Allen Hamilton Holding Corp CEO Horacio Rozanski received 122,605 shares of Class A Common Stock from the vesting and payout of performance-based restricted stock units granted under the company’s equity incentive plan. To satisfy related tax obligations, 60,138 shares were withheld at $77 per share, leaving 795,192 shares held directly.

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Insider ROZANSKI HORACIO
Role CEO
Type Security Shares Price Value
Grant/Award Class A Common Stock 122,605 $0.00 --
Tax Withholding Class A Common Stock 60,138 $77.00 $4.63M
Holdings After Transaction: Class A Common Stock — 795,192 shares (Direct, null)
Footnotes (1)
  1. Shares acquired from the vesting and payout of performance-based restricted stock units granted in fiscal year 2024 pursuant to the Issuer's Equity Incentive Plan, as amended, exempt under Rule 16b-3. Includes restricted stock units. Exempt under Rule 16b-3.
Shares acquired from RSU vesting 122,605 shares Performance-based restricted stock units granted in fiscal 2024
Tax-withholding shares 60,138 shares Shares withheld to cover tax obligations at $77 per share
Tax-withholding price $77.00 per share Price used for tax-withholding disposition
Shares held after transactions 795,192 shares Direct holdings of Class A Common Stock including restricted stock units
performance-based restricted stock units financial
"Shares acquired from the vesting and payout of performance-based restricted stock units granted in fiscal year 2024"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
Equity Incentive Plan financial
"granted in fiscal year 2024 pursuant to the Issuer's Equity Incentive Plan, as amended"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Rule 16b-3 regulatory
"exempt under Rule 16b-3"
Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.
restricted stock units financial
"Includes restricted stock units."
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ROZANSKI HORACIO
(Last)(First)(Middle)
8283 GREENSBORO DRIVE
(Street)
MCLEAN VIRGINIA 22102
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Booz Allen Hamilton Holding Corp [ BAH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock05/19/2026A122,605(1)A$0795,192(2)D
Class A Common Stock05/19/2026F60,138(3)D$77735,054(2)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Shares acquired from the vesting and payout of performance-based restricted stock units granted in fiscal year 2024 pursuant to the Issuer's Equity Incentive Plan, as amended, exempt under Rule 16b-3.
2. Includes restricted stock units.
3. Exempt under Rule 16b-3.
Remarks:
By: /s/ Jacob D. Bernstein, as Attorney-in-Fact for Horacio D. Rozanski05/21/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did BAH CEO Horacio Rozanski report in this Form 4 filing?

CEO Horacio Rozanski reported receiving 122,605 shares of Class A Common Stock from vesting performance-based restricted stock units. In the same transaction group, 60,138 shares were withheld at $77 per share to cover tax obligations related to the equity award.

How many Booz Allen (BAH) shares did the CEO acquire in this transaction?

Horacio Rozanski acquired 122,605 shares of Booz Allen Class A Common Stock. These shares came from the vesting and payout of performance-based restricted stock units granted in fiscal 2024 under the company’s Equity Incentive Plan, exempt under Rule 16b-3.

Were any Booz Allen (BAH) shares sold by the CEO on the open market?

The filing shows 60,138 shares were disposed of as a tax-withholding transaction at $77 per share. This represents payment of tax liabilities by delivering shares, not an open-market sale initiated for investment or portfolio-management reasons.

How many Booz Allen (BAH) shares does the CEO hold after these transactions?

Following the reported grant and tax-withholding disposition, Horacio Rozanski directly holds 795,192 shares of Booz Allen Class A Common Stock. This total includes restricted stock units as noted in the filing’s footnotes, which clarify the composition of his reported holdings.

What is the significance of Rule 16b-3 in the BAH CEO’s Form 4?

The filing states the award and related transactions are exempt under Rule 16b-3. This rule provides exemptions for certain insider transactions under company equity plans, indicating these events arise from compensation arrangements rather than discretionary open-market trading activity.

What type of equity award did Booz Allen (BAH) grant to its CEO?

The CEO’s shares came from performance-based restricted stock units granted in fiscal 2024 under the Equity Incentive Plan. These units vest and convert into shares based on performance conditions, with the filing noting the resulting acquisition and associated tax-withholding share disposition.