Booz Allen EVP gets stock award, covers taxes

Booz Allen Hamilton Holding Corp Executive Vice President Andrea Inserra reported routine equity compensation activity in Class A common stock.

Rhea-AI Filing Summary

Booz Allen Hamilton Holding Corp Executive Vice President Andrea Inserra reported routine equity compensation activity in Class A common stock. She acquired 2,880 shares from the vesting and payout of performance-based restricted stock units granted in fiscal year 2024 under the company’s Equity Incentive Plan, as amended, exempt under Rule 16b-3. To satisfy tax obligations, 867 shares were disposed of through a tax-withholding transaction at $77.00 per share, a non‑market sale mechanism. Following these transactions, Inserra directly holds 24,433 shares of Class A common stock, a figure that includes restricted stock units.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Inserra Andrea

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	2,880	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	867	$77.00	$67K

Holdings After Transaction: Class A Common Stock — 24,433 shares (Direct)

Footnotes (3)

1. F1. 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. F2. Includes restricted stock units.
3. F3. Exempt under Rule 16b-3.

Key Figures

RSU vesting shares: 2,880 shares Tax-withholding shares: 867 shares Tax-withholding price: $77.00 per share +1 more

4 metrics

RSU vesting shares 2,880 shares Performance-based restricted stock units vested from fiscal year 2024 grant

Tax-withholding shares 867 shares Shares delivered to cover tax liability at $77.00 per share

Tax-withholding price $77.00 per share Value applied to 867 shares used for tax-withholding disposition

Post-award holdings 25,300 shares Class A common stock held directly after transactions, including RSUs

Key Terms

performance-based restricted stock units, Equity Incentive Plan, restricted stock units, Rule 16b-3

4 terms

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.

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.

Rule 16b-3 regulatory

"pursuant to the Issuer's Equity Incentive Plan, as amended, 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Booz Allen (BAH) EVP Andrea Inserra report?

Andrea Inserra reported equity compensation activity, not open-market trades. She received 2,880 Class A shares from vesting performance-based restricted stock units and had 867 shares withheld to cover tax obligations related to that vesting.

How many Booz Allen (BAH) shares does Andrea Inserra hold after this Form 4?

After these transactions, Andrea Inserra holds 25,300 shares of Booz Allen Class A common stock directly. This total, as disclosed, includes restricted stock units tied to the company’s equity incentive compensation programs.

Was Andrea Inserra’s Booz Allen (BAH) Form 4 a market sale or purchase?

The Form 4 shows no open-market purchases or sales. It reflects a grant from vesting performance-based restricted stock units and a tax-withholding disposition, where 867 shares were delivered to cover tax liabilities at $77.00 per share.

What is the source of the 2,880 Booz Allen (BAH) shares granted to Andrea Inserra?

The 2,880 shares came from the vesting and payout of performance-based restricted stock units granted in fiscal year 2024 under Booz Allen’s Equity Incentive Plan, as amended, and are reported as exempt under Rule 16b-3.

What does tax-withholding disposition mean in Andrea Inserra’s Booz Allen (BAH) filing?

Tax-withholding disposition means 867 shares were delivered to satisfy tax liabilities from equity vesting. Instead of selling shares on the market, shares are withheld or delivered back, making it a mechanical tax payment method rather than a discretionary stock sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 04:08 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED 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^*

Inserra Andrea

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Executive Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/19/2026		A		2,880(1)	A	$0	25,300(2)	D
Class A Common Stock	05/19/2026		F		867(3)	D	$77	24,433(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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount 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/ Jamie Weatherby, as Attorney-in-Fact for Andrea Inserra	05/21/2026
	** Signature of Reporting Person	Date
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)