Booz Allen Hamilton Holding (BAH) SEC Filings, Jul-Aug 2026

OBrien Robert C reported acquisition or exercise transactions in this Form 4 filing.

Booz Allen Hamilton Holding Corp reported that director Robert C. O'Brien received a grant of 3,330 shares of Class A restricted common stock on 2026-08-04, recorded at $0.0000 per share. Following this award, he directly holds 5,642 shares of Class A Common Stock, which include restricted shares.

Booz Allen Hamilton Holding Corp CEO Horacio Rozanski reported internal gift transfers of company stock. On August 3, 2026, he transferred 74,014 shares of Class A Common Stock as a bona fide gift to a spousal lifetime access trust benefiting his spouse. After these transactions, 719,306 shares are held directly, including restricted stock units, and 74,015 shares are held indirectly by the trust, for which he disclaims beneficial ownership.

Booz Allen Hamilton Inc., a wholly owned subsidiary of Booz Allen Hamilton Holding Corporation, issued two tranches of unsecured senior notes on August 4, 2026: $700,000,000 aggregate principal amount of 5.375% Senior Notes due 2030 and $500,000,000 aggregate principal amount of 5.900% Senior Notes due 2034.

The notes are issued under an Indenture dated August 4, 2023, as supplemented on August 4, 2026, and are fully and unconditionally guaranteed on an unsecured, unsubordinated basis by Booz Allen Hamilton Holding Corporation. They were sold under an automatic shelf registration statement on Form S-3 that became effective July 24, 2026, pursuant to an Underwriting Agreement dated July 28, 2026 with BofA Securities, J.P. Morgan Securities, PNC Capital Markets, Truist Securities and other underwriters.

Nolan Ryan reported acquisition or exercise transactions in this Form 4 filing.

Booz Allen Hamilton Holding Corp reported that director Nolan Ryan received a grant of 805 shares of Class A restricted common stock on 2026-07-27. The award, recorded at $0.00 per share, brought his directly held Class A common stock position to 805 shares.

Booz Allen Hamilton Holding Corporation and its operating subsidiary Booz Allen Hamilton Inc. have filed an automatic shelf registration statement on Form S-3 to permit flexible, from-time-to-time offerings of multiple securities. The shelf covers debt securities, guarantees, preferred stock, common stock, depositary shares, warrants, purchase contracts and units, which may be issued separately or in combination, with specific terms to be set in future prospectus supplements.

The filing explains that Booz Allen Hamilton Inc. may guarantee certain non-convertible securities of the holding company, and the holding company will fully and unconditionally guarantee debt issued by Booz Allen Hamilton Inc., creating a senior unsecured capital structure that is structurally subordinated to non-guaranteeing subsidiaries. The document outlines key indenture terms, events of default, ranking, redemption, and defeasance mechanics, as well as the company’s capital structure, including authorized common and preferred stock and change-of-control-related governance provisions under Delaware law.

Booz Allen Hamilton Holding Corporation reported the final voting results from its July 22, 2026 annual meeting of stockholders. Stockholders voted on the election of ten directors, ratification of the independent auditor, an advisory vote on executive compensation, and an advisory vote on a stockholder proposal.

Each director nominee received millions of votes in favor, including 98,087,124 votes for Ryan P. Nolan and 97,963,948 votes for Debra L. Dial, with 10,504,435 broker non-votes for each. Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal 2027 received 104,247,202 votes for and 4,501,720 against. The advisory vote on named executive officer compensation received 95,020,050 votes for and 3,130,575 against. The stockholder proposal received 27,497,839 votes for and 70,657,524 against, along with 10,504,435 broker non-votes.

Booz Allen Hamilton Holding Corporation reported revenue of $2,800 million for the quarter ended June 30, 2026, a 4% decline from the prior-year period. Net income was $198 million, down 27%, and diluted EPS was $1.63, while operating income rose 9% to $279 million, lifting operating margin from 9% to 10%. The company cited a slowed procurement environment that reduced headcount and billable expenses, with lower costs and the absence of prior-year severance charges partly offsetting revenue pressure. Income tax expense increased as the effective tax rate moved to 21.1% from (25.5)% due to a prior-year reduction in uncertain tax position reserves that did not recur.

Net cash provided by operating activities increased to $281 million from $119 million, aided by working capital management and lower tax payments. Cash and cash equivalents were $540 million, with total liquidity of about $2.0 billion including a fully available $1,500 million revolving credit facility; total debt was $3,936 million. The company acquired Defy Security for $235 million, recording provisional goodwill of $129 million and $86 million of intangible assets, and agreed to acquire Ultra I&C Mission Solutions for $720 million, subject to customary approvals. Total contract backlog increased to $39,483 million, and remaining performance obligations were $11.1 billion, of which approximately 65% are expected to be recognized as revenue over the next 12 months. The company paid a quarterly dividend of $0.59 per share (totaling $73 million) and repurchased 0.6 million shares for $50 million, with $634 million remaining under its authorization.

Booz Allen Hamilton Holding Corporation reported first-quarter fiscal 2027 results showing softer revenue but stronger profitability and cash generation. Revenue was $2.8 billion, down 4.2%, and revenue excluding billable expenses was $2.0 billion, down 3.8%, primarily reflecting slowed procurement and reduced headcount and billable expenses.

Net income was $198 million, down 26.9%, and diluted EPS was $1.63, while non-GAAP metrics improved: adjusted net income rose to $217 million, adjusted EBITDA to $334 million with margin of 11.9%, and adjusted diluted EPS to $1.81. Free cash flow increased to $261 million from $96 million, supported by working-capital management and lower tax payments. Backlog reached $39 billion with a quarterly book-to-bill of 1.5x. Management maintained fiscal 2027 guidance, including revenue of $11.2–$11.7 billion, adjusted EBITDA of $1,240–$1,290 million, adjusted diluted EPS of $6.00–$6.35, and free cash flow of $825–$925 million, and declared a quarterly dividend of $0.59 per share.

Booz Allen Hamilton Holding Corp EVP & General Counsel Joshua Petty reported a tax-related share disposition. On this Form 4, 244 shares of Class A common stock were withheld at $60.67 per share to cover tax obligations, classified as a tax-withholding disposition exempt under Rule 16b-3. After this transaction, Petty directly holds 10,038 shares, and this amount includes restricted stock units. The filing reflects a routine compensation-related adjustment rather than an open-market sale.