Booz Allen EVP reports RSU vest and tax withholding

Booz Allen Hamilton Holding Corp Executive Vice President Thomas Pfeifer reported routine equity compensation activity involving Class A Common Stock.

Rhea-AI Filing Summary

Booz Allen Hamilton Holding Corp Executive Vice President Thomas Pfeifer reported routine equity compensation activity involving Class A Common Stock. On May 19, 2026, he acquired 10,218 shares at no cost from the vesting and payout of performance-based restricted stock units granted under the company’s Equity Incentive Plan.

On the same date, 3,665 shares were disposed of at $77.00 per share to cover exercise price or tax liabilities, a non-market tax-withholding disposition. Following these transactions, Pfeifer directly owned 40,872 shares of Class A Common Stock, a figure that includes restricted stock units.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Pfeifer Thomas

Role Executive Vice President

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	10,218	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	3,665	$77.00	$282K

Holdings After Transaction: Class A Common Stock — 40,872 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

Tax-withheld shares: 3,665 shares at $77.00 RSU vesting shares: 10,218 shares Post-transaction holdings: 44,537 shares +3 more

6 metrics

Tax-withheld shares 3,665 shares at $77.00 Tax-withholding disposition on May 19, 2026

RSU vesting shares 10,218 shares Performance-based RSUs vested under Equity Incentive Plan

Post-transaction holdings 44,537 shares Direct Class A Common Stock, including RSUs, after transactions

Tax-withholding value $77.00 per share Price used for 3,665-share disposition

Tax-withholding shares count 3,665 shares Reported as tax-withholding disposition (Code F)

Award acquisition code Code A Grant/award acquisition of 10,218 shares

Key Terms

performance-based restricted stock units, restricted stock units, Rule 16b-3, tax-withholding disposition, +1 more

5 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.

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.

Equity Incentive Plan financial

"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.

FAQ

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

What did Booz Allen (BAH) Executive Vice President Thomas Pfeifer report in this Form 4?

Thomas Pfeifer reported routine equity compensation activity. He received 10,218 Class A Common shares from vesting performance-based RSUs and had 3,665 shares withheld at $77.00 per share to cover related tax or exercise obligations.

Were Thomas Pfeifer’s Booz Allen (BAH) transactions open-market buys or sales?

No, the transactions were not open-market trades. Pfeifer received 10,218 shares as a grant or award and 3,665 shares were disposed of to satisfy tax or exercise obligations, a tax-withholding disposition rather than a voluntary market sale.

How many Booz Allen (BAH) shares does Thomas Pfeifer hold after these transactions?

After these transactions, Thomas Pfeifer directly holds 44,537 shares of Booz Allen Class A Common Stock. This total includes restricted stock units, reflecting both vested and certain unvested equity interests reported in the Form 4 filing.

What is the role of performance-based RSUs in Thomas Pfeifer’s Booz Allen (BAH) equity award?

The 10,218 shares were acquired from vesting and payout of performance-based restricted stock units granted in fiscal 2024 under Booz Allen’s Equity Incentive Plan, rewarding performance outcomes rather than being purchased on the open market.

Why were 3,665 Booz Allen (BAH) shares disposed of in Thomas Pfeifer’s Form 4?

The 3,665 shares were disposed of at $77.00 per share to pay the exercise price or satisfy tax liabilities tied to the vesting event, a tax-withholding disposition classified as exempt under Rule 16b-3, not a discretionary market 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^*

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)
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		10,218(1)	A	$0	44,537(2)	D
Class A Common Stock	05/19/2026		F		3,665(3)	D	$77	40,872(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 Thomas Pfeifer	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)