Booz Allen VP reports small tax share withholding

Booz Allen Hamilton Holding Corp vice president Dennis Metzfield reported a small tax-related share disposition.

Accepted by SEC EDGAR 04/02/2026 - 04:05 PM EDT

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Form Type

Rhea-AI Filing Summary

Booz Allen Hamilton Holding Corp vice president Dennis Metzfield reported a small tax-related share disposition. On this Form 4, 174 shares of Class A common stock were withheld at $78.03 per share to satisfy tax obligations, rather than sold on the open market.

Following this exemption-eligible transaction under Rule 16b-3, Metzfield directly holds 3,816 shares of Class A common stock, which includes restricted stock units.

Insider Trade Summary

Exercise Price or Tax Liability: 174 shares

Exercise Price or Tax Liability 1 txn

Insider Metzfield Dennis

Role VP, PAO & Controller

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	174	$78.03	$14K

Holdings After Transaction: Class A Common Stock — 3,816 shares (Direct)

Footnotes (2)

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

Key Figures

Tax-withholding shares: 174 shares Withholding price: $78.03 per share Shares held after transaction: 3,816 shares

3 metrics

Tax-withholding shares 174 shares Class A common stock withheld for tax liability

Withholding price $78.03 per share Value used for 174-share tax-withholding disposition

Shares held after transaction 3,816 shares Direct Class A common stock holdings including RSUs

Key Terms

restricted stock units, Rule 16b-3, tax-withholding disposition

3 terms

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

"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.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

FAQ

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

What did Booz Allen (BAH) executive Dennis Metzfield report on this Form 4?

Dennis Metzfield reported a tax-related share disposition involving 174 shares of Booz Allen Class A common stock. The shares were withheld to cover obligations, not sold on the open market, and the transaction was reported as exempt under Rule 16b-3.

How many Booz Allen (BAH) shares were involved and at what price?

The filing shows 174 shares of Booz Allen Class A common stock were withheld at a price of $78.03 per share. This reflects the value used to cover tax liabilities rather than proceeds from an open-market sale of shares.

How many Booz Allen (BAH) shares does Dennis Metzfield hold after this transaction?

After this transaction, Dennis Metzfield directly holds 3,816 shares of Booz Allen Class A common stock. The filing notes that this figure includes restricted stock units, which are share-based awards that convert into common stock upon vesting.

Was this Booz Allen (BAH) insider transaction an open-market sale?

No. The Form 4 identifies the transaction as a tax-withholding disposition coded “F,” meaning shares were delivered to satisfy tax liability. This differs from an open-market sale and is typically a routine administrative event tied to equity compensation.

What does Rule 16b-3 mean in the Booz Allen (BAH) Form 4 filing?

The filing states the transaction is exempt under Rule 16b-3. This SEC rule provides exemptions for certain insider transactions related to employee benefit and compensation plans, such as share withholdings for taxes on stock awards or option exercises.

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

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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)
03/31/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/31/2026		F		174⁽¹⁾	D	$78.03	3,816⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Exempt under Rule 16b-3.

2. Includes restricted stock units.

Remarks:

	By: /s/ Jamie Weatherby as Attorney-in-Fact for Dennis Metzfield	04/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR