BigBear.ai (BBAI) General Counsel reports RSU tax withholding and ESPP shares

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. insider filing shows routine tax withholding and updated holdings. General Counsel and Secretary Carolyn Blankenship reported a 12/31/2025 transaction in company common stock. The filing shows 5,945 shares of common stock were withheld to satisfy tax obligations upon vesting of restricted stock units at a price of $5.5 per share. After this withholding, she beneficially owns 650,257 shares of BigBear.ai common stock. This total includes 3,222 shares acquired under the BigBear.ai Holdings, Inc. Employee Stock Purchase Plan on December 1, 2025.

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
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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 VA 22102

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Common Stock	12/31/2025		F		5,945(1)	D	$5.5	650,257(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. Represents shares withheld to satisfy tax withholding obligations on vesting of restricted stock units.

2. Includes 3,222 shares acquired under the BigBear.ai Holdings, Inc. Employee Stock Purchase Plan on December 1, 2025.

Remarks:

	/s/ Carolyn Blankenship	01/02/2026
	** 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).
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FAQ

What insider activity did BigBear.ai (BBAI) report in this Form 4?

The Form 4 reports that General Counsel and Secretary Carolyn Blankenship had 5,945 shares of BigBear.ai common stock withheld on 12/31/2025 to cover tax obligations related to vesting restricted stock units.

How many BigBear.ai (BBAI) shares does the reporting person own after the transaction?

After the 12/31/2025 transaction, Carolyn Blankenship beneficially owns 650,257 shares of BigBear.ai common stock.

At what price were BigBear.ai (BBAI) shares withheld for taxes in this filing?

The 5,945 shares withheld to satisfy tax obligations were valued at a price of $5.5 per share.

Does the filing mention BigBear.ai (BBAI) Employee Stock Purchase Plan participation?

Yes. The filing notes that the reporting person’s holdings include 3,222 shares acquired under the BigBear.ai Holdings, Inc. Employee Stock Purchase Plan on December 1, 2025.

What is the role of the insider in this BigBear.ai (BBAI) Form 4?

The reporting person, Carolyn Blankenship, serves as BigBear.ai’s General Counsel and Secretary.

Is this BigBear.ai (BBAI) Form 4 filed by one or multiple reporting persons?

The document indicates that the Form 4 is filed by one reporting person, not a group.