Booz Allen (NYSE: BAH) EVP reports routine tax-withholding share disposition

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Booz Allen Hamilton Holding Corp Executive Vice President Thomas Pfeifer reported a routine tax-withholding disposition of company stock. On this transaction, 1,333 shares of Class A Common Stock were withheld at $78.03 per share to satisfy tax obligations, rather than being sold on the open market. After this event, he directly owns 34,319 shares, which the disclosure notes include restricted stock units. The transaction is described as exempt under Rule 16b-3, highlighting that it is a standard compensation-related administrative event.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Pfeifer Thomas

Role Executive Vice President

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	1,333	$78.03	$104K

Holdings After Transaction: Class A Common Stock — 34,319 shares (Direct)

Footnotes (1)

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

Key Figures

Tax-withholding shares: 1,333 shares Tax-withholding price: $78.03 per share Shares held after transaction: 34,319 shares

3 metrics

Tax-withholding shares 1,333 shares Class A Common Stock withheld for taxes on 2026-03-31

Tax-withholding price $78.03 per share Value used for 1,333 withheld shares

Shares held after transaction 34,319 shares Direct holdings after tax-withholding, including restricted stock units

Key Terms

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

3 terms

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.

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.

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 04:05 PM

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^*

Pfeifer Thomas

(Last)

(First)

(Middle)

8283 GREENSBORO DR

(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)
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		1,333⁽¹⁾	D	$78.03	34,319⁽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 Thomas Pfeifer	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

FAQ

What did Booz Allen (BAH) executive Thomas Pfeifer report in this Form 4?

Thomas Pfeifer reported a tax-withholding disposition of Booz Allen Class A Common Stock. The company withheld 1,333 shares at $78.03 per share to cover tax obligations tied to equity compensation, rather than selling shares in the open market.

How many Booz Allen (BAH) shares were involved in Thomas Pfeifer’s tax withholding?

The filing shows 1,333 shares of Booz Allen Class A Common Stock were withheld. These shares were valued at $78.03 each and were used to satisfy tax liabilities related to equity awards, not as a discretionary stock sale by the executive.

How many Booz Allen (BAH) shares does Thomas Pfeifer hold after this transaction?

After the tax-withholding transaction, Thomas Pfeifer directly holds 34,319 Booz Allen Class A Common shares. The disclosure notes that this figure includes restricted stock units, reflecting both vested and certain unvested equity-based compensation positions reported in his name.

Was Thomas Pfeifer’s Booz Allen (BAH) transaction an open-market sale?

No, the transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld by Booz Allen at $78.03 per share to pay tax obligations on equity compensation, which is a routine administrative event rather than a discretionary sale of stock.

Why is Thomas Pfeifer’s Booz Allen (BAH) Form 4 transaction marked exempt under Rule 16b-3?

The transaction is marked exempt under Rule 16b-3 because it involves equity compensation administered by the issuer. Rule 16b-3 generally provides exemptions for certain issuer-approved transactions, such as tax-withholding events related to stock awards granted to company insiders.

Do Thomas Pfeifer’s reported Booz Allen (BAH) holdings include restricted stock units?

Yes, the filing states that his post-transaction holdings of 34,319 shares include restricted stock units. This means the reported figure reflects both common shares and certain equity awards granted to him that are structured as restricted stock unit grants.