Tax withholding on RSU vesting reported by BigBear.ai (BBAI) counsel

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. General Counsel and Secretary Carolyn Blankenship reported routine tax-withholding dispositions of common stock tied to restricted stock unit vesting. On April 1, 13,649 shares were withheld at $3.52 per share, and on March 31, 5,606 shares were withheld at $3.04 per share. After these non-market transactions, she directly holds 777,993 shares of BigBear.ai common stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Blankenship Carolyn

Role General Counsel and Secretary

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	13,649	$3.52	$48K
Tax Withholding	Common Stock	5,606	$3.04	$17K

Holdings After Transaction: Common Stock — 777,993 shares (Direct)

Footnotes (1)

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Key Figures

Shares withheld for taxes (Apr 1): 13,649 shares at $3.52 Shares withheld for taxes (Mar 31): 5,606 shares at $3.04 Total shares withheld for taxes: 19,255 shares +2 more

5 metrics

Shares withheld for taxes (Apr 1) 13,649 shares at $3.52 Tax-withholding disposition on April 1, 2026

Shares withheld for taxes (Mar 31) 5,606 shares at $3.04 Tax-withholding disposition on March 31, 2026

Total shares withheld for taxes 19,255 shares Sum of tax-withholding transactions reported in this Form 4

Shares held after latest transaction 777,993 shares Direct BigBear.ai common stock ownership after April 1, 2026 transaction

Shares held after March 31 transaction 791,642 shares Direct ownership immediately following March 31, 2026 tax withholding

Key Terms

restricted stock units, tax withholding obligations, Form 4, tax-withholding disposition

4 terms

restricted stock units financial

"Represents shares withheld to satisfy tax withholding obligations on vesting of 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 obligations financial

"Represents shares withheld to satisfy tax withholding obligations on vesting of restricted stock units."

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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 →

04/01/2026 - 04:28 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^*

Blankenship Carolyn

(Last)

(First)

(Middle)

C/O BIGBEAR HOLDINGS, INC.

7950 JONES BRANCH DRIVE

(Street)

MCLEAN

VIRGINIA

22102

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
BigBear.ai Holdings, Inc. [ BBAI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel and Secretary

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)
Common Stock	03/31/2026		F		5,606⁽¹⁾	D	$3.04	791,642	D
Common Stock	04/01/2026		F		13,649⁽¹⁾	D	$3.52	777,993	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. Represents shares withheld to satisfy tax withholding obligations on vesting of restricted stock units.

Remarks:

	/s/ Carolyn Blankenship	04/01/2026
	** 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 BigBear.ai (BBAI) insider Carolyn Blankenship report in this Form 4?

Carolyn Blankenship reported tax-withholding dispositions of BigBear.ai common stock tied to restricted stock unit vesting. Shares were withheld to cover tax obligations, not sold in the open market, and she continues to hold a substantial direct ownership position afterward.

How many BigBear.ai (BBAI) shares were withheld for taxes in this filing?

A total of 19,255 BigBear.ai common shares were withheld for taxes. This includes 13,649 shares at $3.52 per share on April 1 and 5,606 shares at $3.04 per share on March 31, all related to restricted stock unit vesting.

Does this BigBear.ai (BBAI) Form 4 show an open-market sale by the insider?

No, the Form 4 shows tax-withholding dispositions, not open-market sales. Code F transactions indicate shares were surrendered to satisfy tax liabilities on vesting restricted stock units, a routine administrative event rather than a discretionary stock sale.

How many BigBear.ai (BBAI) shares does Carolyn Blankenship hold after the transactions?

After the latest tax-withholding transaction, Carolyn Blankenship directly holds 777,993 shares of BigBear.ai common stock. This figure reflects her remaining ownership after 19,255 shares were withheld to cover tax obligations on restricted stock unit vesting.

What is the significance of the F transaction code in the BigBear.ai (BBAI) Form 4?

The F code signifies shares used to pay tax obligations or exercise price, not an open-market trade. In this case, it reflects shares withheld upon restricted stock unit vesting to cover taxes, a common administrative feature of equity compensation programs.