[144] BigBear.ai Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 notice from an insider at BigBear.ai Holdings, Inc. (BBAI) reports a proposed sale of 11,978 common shares through Morgan Stanley Smith Barney on the NYSE with an aggregate market value of $64,082.30. The filing shows the shares were acquired recently: 5,000 via an Employee Stock Purchase Plan on 05/30/2025 (paid in cash) and 6,978 as Restricted Stock on 06/30/2025. The filer also reported selling 2 shares on 08/26/2025 for gross proceeds of $10.80. The notice includes the insider representation that they are not aware of undisclosed material adverse information about the issuer.

Positive

• Clear disclosure of share origins: ESPP and restricted stock acquisition dates and payment methods are provided
• Broker and market specified: Sale to be executed via Morgan Stanley Smith Barney on the NYSE
• Insider attestation: Filer represents no undisclosed material adverse information

Negative

• Short holding period for some shares: Shares acquired on 05/30/2025 and 06/30/2025 are proposed for sale on 08/27/2025, indicating a brief ownership span for those lots

Insights

Financial Analyst

TL;DR: Routine insider notice showing recent employee plan and restricted stock being cleared for sale; size appears immaterial to market cap.

The Form 144 documents a proposed brokerage sale of 11,978 common shares valued at $64,082.30, executed through Morgan Stanley Smith Barney on the NYSE. Acquisition records are explicit: 5,000 shares from an ESPP (cash-paid on 05/30/2025) and 6,978 shares as restricted stock granted 06/30/2025. A small prior sale of 2 shares generated $10.80 on 08/26/2025. Given the issuer's reported outstanding share count of 370,703,198, this filing reflects a small, likely non-material insider disposition from compensation-related holdings rather than a large divestiture.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure consistent with Rule 144 requirements; insider affirms no undisclosed material information.

The notice provides required details for Rule 144 clearance: broker information, share counts, acquisition dates and payment nature, and a signed certification that the filer lacks undisclosed material adverse information. The mix of ESPP and restricted stock origin is clearly stated, and the filing names the broker and intended sale date, meeting standard disclosure practices for governance and market transparency.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	11978	64082.30	370703198	08/27/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	05/30/2025	Employee Stock Purchase Plan	Issuer			5000	05/30/2025	Cash
Common	06/30/2025	Restricted Stock	Issuer			6978	06/30/2025	Not Applicable

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
SEAN RICKER 7950 Jones Branch Drive First Floor, North Tower McLean VA 22102	Common	08/26/2025	2	10.80

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 for BBAI report?

The filing reports a proposed sale of 11,978 common shares via Morgan Stanley Smith Barney on the NYSE with an aggregate market value of $64,082.30.

How were the shares being sold acquired?

The shares were acquired as 5,000 via an Employee Stock Purchase Plan on 05/30/2025 (cash) and 6,978 as Restricted Stock on 06/30/2025.

Has the filer previously sold any BBAI shares recently?

Yes, the filer sold 2 shares on 08/26/2025 for gross proceeds of $10.80.

Does the filing indicate undisclosed material information?

The filer represents by signing the notice that they do not know any material adverse information about the issuer that has not been publicly disclosed.

Where will the proposed sale be executed?

The filing states the sale is to be executed on the NYSE through Morgan Stanley Smith Barney.