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Horacio Rozanski (NYSE: BAH) receives 58,266 RSUs in equity grant

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

Rhea-AI Filing Summary

ROZANSKI HORACIO reported acquisition or exercise transactions in this Form 4 filing.

Booz Allen Hamilton Holding Corp CEO Horacio Rozanski reported an equity award of 58,266 shares of Class A common stock in the form of restricted stock units under the company’s 2023 Equity Incentive Plan. The units were granted at no cash cost to him.

Each restricted stock unit represents a contingent right to receive one share of Class A common stock upon vesting. One-third of the units is scheduled to vest on each of March 31, 2027, March 31, 2028, and March 31, 2029, subject to his continued employment. Following this grant, he directly holds 793,320 shares, including restricted stock units.

Positive

  • None.

Negative

  • None.
Insider ROZANSKI HORACIO
Role CEO
Type Security Shares Price Value
Grant/Award Class A Common Stock 58,266 $0.00 --
Holdings After Transaction: Class A Common Stock — 793,320 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.
RSU grant size 58,266 units Restricted stock units representing Class A common stock
Grant price per share $0.0000 per share Reported transaction price for RSU grant
Direct holdings after grant 793,320 shares Class A common stock including restricted stock units
First vesting tranche One-third on March 31, 2027 Initial vesting date for RSU award
Second vesting tranche One-third on March 31, 2028 Second vesting date for RSU award
Final vesting tranche One-third on March 31, 2029 Final vesting date for RSU award
restricted stock units financial
"Grant of restricted stock units under the Issuer's 2023 Equity Incentive Plan exempt under Rule 16b-3."
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 under the Issuer's 2023 Equity Incentive Plan 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.
2023 Equity Incentive Plan financial
"Grant of restricted stock units under the Issuer's 2023 Equity Incentive Plan exempt under Rule 16b-3."
vesting financial
"One-third of these restricted stock units are scheduled to vest on each of March 31, 2027, 2028 and 2029."
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
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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)
05/26/2026		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 Stock05/26/2026A58,266(1)A$0793,320(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. 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/ Jacob D. Bernstein, as Attorney-in-Fact for Horacio D. Rozanski05/28/2026
** 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 insider transaction did Booz Allen (BAH) report for CEO Horacio Rozanski?

Booz Allen reported an equity award to CEO Horacio Rozanski of 58,266 restricted stock units of Class A common stock. The grant was made under the 2023 Equity Incentive Plan at no cash cost and is disclosed as a Form 4 acquisition.

How many Booz Allen (BAH) shares does CEO Horacio Rozanski hold after this grant?

After the reported grant, Horacio Rozanski directly holds 793,320 shares of Booz Allen Class A common stock. This figure includes restricted stock units, which are contingent rights to receive shares upon future vesting dates if employment conditions are satisfied.

What are the vesting terms of the 58,266 RSUs granted to Booz Allen (BAH) CEO?

The 58,266 restricted stock units vest in three equal installments. One-third is scheduled to vest on March 31, 2027, another third on March 31, 2028, and the final third on March 31, 2029, conditioned on the CEO’s continued employment with Booz Allen.

Does the Booz Allen (BAH) CEO’s RSU grant require any purchase price?

The RSU grant to the Booz Allen CEO carries no purchase price; the transaction price is reported as 0.0000 per share. The units are compensation under the 2023 Equity Incentive Plan, representing future share delivery upon vesting rather than a cash purchase.

Under which plan was the Booz Allen (BAH) CEO’s new equity award granted?

The reported restricted stock units were granted under Booz Allen’s 2023 Equity Incentive Plan. The filing notes the award is exempt under Rule 16b-3, a provision that generally governs insider transactions in issuer equity for compensation and administrative purposes.