BigBear.ai Holdings (NYSE: BBAI) insider reports RSU tax share withholding

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. chief executive officer and director Kevin McAleenan reported an automatic share withholding tied to equity compensation. On 12/31/2025, 4,663 shares of common stock were withheld at a price of $5.50 per share to cover tax obligations upon vesting of restricted stock units. After this transaction, he beneficially owned 1,213,985 common shares directly. This filing reflects a tax-related administrative transaction rather than an open-market trade.

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

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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^*

McAleenan Kevin

(Last) (First) (Middle)

C/O BIGBEAR AI 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

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		4,663(1)	D	$5.5	1,213,985	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.

Remarks:

	/s/ Sean Ricker as Attorney-in-Fact for Kevin McAleenan	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).
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FAQ

What insider transaction did BigBear.ai (BBAI) report for 12/31/2025?

On 12/31/2025, BigBear.ai reported that chief executive officer and director Kevin McAleenan had 4,663 shares of common stock withheld at $5.50 per share to cover tax obligations on vesting restricted stock units.

Who is the reporting person in this BigBear.ai (BBAI) Form 4 filing?

The reporting person is Kevin McAleenan, who is listed as both a director and the company’s chief executive officer.

How many BigBear.ai (BBAI) shares does the CEO own after this transaction?

Following the reported tax withholding, Kevin McAleenan beneficially owned 1,213,985 shares of BigBear.ai common stock in direct form.

What does the F transaction code mean in this BigBear.ai (BBAI) Form 4?

The transaction is coded F, which in this context reflects shares withheld to satisfy tax withholding obligations upon vesting of restricted stock units, rather than a market purchase or sale.

Was this BigBear.ai (BBAI) insider transaction an open-market trade?

No. The filing states that the 4,663 shares represent stock withheld for tax withholding obligations on vesting restricted stock units, not an open-market buy or sell.

Does this BigBear.ai (BBAI) Form 4 involve derivative securities?

The filing includes a section for derivative securities, but no derivative transactions are listed in the provided excerpt; only the common stock withholding is detailed.