Booz Allen (NYSE: BAH) VP granted 1,642 restricted stock units as equity award

Rhea-AI Filing Summary

Metzfield Dennis reported acquisition or exercise transactions in this Form 4 filing.

Booz Allen Hamilton Holding Corp reported that VP, PAO & Controller Dennis Metzfield received a grant of 1,642 restricted stock units of Class A common stock as equity compensation. These units vest in three equal installments on March 31, 2027, 2028, and 2029, contingent on continued employment. After this award, Metzfield directly holds 5,458 shares, including restricted stock units. The grant was made under the company’s 2023 Equity Incentive Plan and is noted as exempt under Rule 16b-3, highlighting it as a routine, plan-based compensation award rather than a market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Metzfield Dennis

Role VP, PAO & Controller

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	1,642	$0.00	--

Holdings After Transaction: Class A Common Stock — 5,458 shares (Direct, null)

Footnotes (1)

1. Grant of restricted stock units under the Issuer's 2023 Equity Incentive Plan exempt under Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock upon vesting. One-third of these restricted stock units are scheduled to vest on each of March 31, 2027, 2028 and 2029, subject to the Reporting Person's continued employment. Includes restricted stock units.

Key Figures

RSU grant size: 1,642 units Post-grant holdings: 5,458 shares Vesting schedule start: March 31, 2027 +2 more

5 metrics

RSU grant size 1,642 units Restricted stock units granted to VP Dennis Metzfield

Post-grant holdings 5,458 shares Total Class A common shares held directly after transaction

Vesting schedule start March 31, 2027 First one-third of RSUs scheduled to vest

Second vesting date March 31, 2028 Second one-third of RSUs scheduled to vest

Final vesting date March 31, 2029 Final one-third of RSUs scheduled to vest

Key Terms

restricted stock units, Rule 16b-3, Equity Incentive Plan, contingent right

4 terms

restricted stock units financial

"Grant of restricted stock units under the Issuer's 2023 Equity Incentive Plan"

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

"Grant of restricted stock units ... 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.

Equity Incentive Plan financial

"Grant of restricted stock units under the Issuer's 2023 Equity Incentive Plan"

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.

contingent right financial

"represents a contingent right to receive one share ... upon vesting"

Form 4 Insider Transactions: What Each Field Means →

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^*

Metzfield Dennis

(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)
	VP, PAO & Controller

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2026

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	05/26/2026		A		1,642(1)	A	$0	5,458(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. Grant of restricted stock units under the Issuer's 2023 Equity Incentive Plan exempt under Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock upon vesting. One-third of these restricted stock units are scheduled to vest on each of March 31, 2027, 2028 and 2029, subject to the Reporting Person's continued employment.

2. Includes restricted stock units.

Remarks:

	By: /s/ Jamie Weatherby as Attorney-in-Fact for Dennis Metzfield	05/28/2026
	** 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)

FAQ

What did Booz Allen (BAH) VP Dennis Metzfield report in this Form 4?

Dennis Metzfield reported receiving 1,642 restricted stock units of Booz Allen Class A common stock as a compensation grant. The award was made under the 2023 Equity Incentive Plan and is treated as a routine, non-market transaction exempt under Rule 16b-3.

Is the Booz Allen (BAH) Form 4 transaction a buy or sell of shares?

The Form 4 reflects an acquisition through a grant, not a market buy or sell. Metzfield received 1,642 restricted stock units at no stated purchase price as part of his compensation, so it does not indicate an open-market trading decision.

How do the 1,642 Booz Allen (BAH) restricted stock units vest?

The 1,642 restricted stock units vest in three equal annual installments. One-third is scheduled to vest on each of March 31, 2027, March 31, 2028, and March 31, 2029, and each installment requires Dennis Metzfield’s continued employment through the applicable vesting date.

What are Dennis Metzfield’s Booz Allen (BAH) holdings after this Form 4 grant?

Following the reported grant, Metzfield directly holds 5,458 shares of Booz Allen Class A common stock, including restricted stock units. This figure reflects his total direct ownership position immediately after the 1,642-unit equity award recorded in the Form 4 filing.

Under which plan were the Booz Allen (BAH) restricted stock units granted?

The restricted stock units were granted under Booz Allen Hamilton Holding Corp’s 2023 Equity Incentive Plan. The filing notes the award is exempt under Rule 16b-3, indicating it is a standard, board-approved equity compensation grant rather than a discretionary market transaction.