BigBear.ai (BBAI) CEO McAleenan has 48,691 shares withheld for RSU taxes

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. Chief Executive Officer and director Kevin McAleenan reported a routine share withholding related to equity compensation. On 01/15/2026, 48,691 shares of common stock were withheld at a price of $6.26 per share to satisfy tax obligations arising from the vesting of restricted stock units.

After this tax withholding, McAleenan beneficially owned 1,165,294 shares of BigBear.ai common stock in direct ownership. The transaction did not involve an open‑market sale, but an administrative share reduction to cover taxes on vested awards.

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)
01/15/2026

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	01/15/2026		F		48,691(1)	D	$6.26	1,165,294	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	02/04/2026
	** 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 Kevin McAleenan?

BigBear.ai reported that CEO Kevin McAleenan had 48,691 common shares withheld on January 15, 2026. The shares were withheld at $6.26 each to cover tax obligations from vesting restricted stock units, rather than being sold on the open market.

Did BigBear.ai (BBAI) CEO Kevin McAleenan sell shares on the open market?

No, the Form 4 shows shares were withheld, not sold in the market. 48,691 shares were retained by the company to satisfy tax withholding obligations triggered when McAleenan’s restricted stock units vested, which is a common administrative equity compensation practice.

How many BigBear.ai (BBAI) shares does Kevin McAleenan own after this transaction?

After the January 15, 2026 transaction, Kevin McAleenan beneficially owned 1,165,294 shares of BigBear.ai common stock. This total reflects his direct holdings following the withholding of 48,691 shares for tax purposes tied to restricted stock unit vesting.

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

Transaction code F indicates a tax-related transfer of securities, typically share withholding. In this case, 48,691 BigBear.ai common shares were withheld at $6.26 each to satisfy tax withholding obligations from the vesting of Kevin McAleenan’s restricted stock units.

What was the price used for the withheld BigBear.ai (BBAI) shares?

The Form 4 reports a price of $6.26 per share for the 48,691 withheld shares. This price is used to calculate the value of shares applied toward Kevin McAleenan’s tax withholding obligations when his restricted stock units vested on January 15, 2026.

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

The reporting person is Kevin McAleenan, who serves as both Chief Executive Officer and director of BigBear.ai Holdings, Inc. The Form 4 reflects his personal equity compensation-related share withholding, with ownership reported as directly held after the transaction.