BigBear.ai (BBAI) CEO Kevin McAleenan receives 290,730-share RSU grant

Rhea-AI Filing Summary

McAleenan Kevin reported acquisition or exercise transactions in this Form 4 filing.

BigBear.ai Holdings, Inc. reported that Chief Executive Officer Kevin McAleenan received an equity compensation grant of 290,730 restricted stock units (RSUs) of Common Stock. Each RSU represents one share and was granted at no cash purchase price as part of his compensation package.

The RSUs were granted on March 26, 2026 and will vest over nearly four years, subject to his continued employment. Twenty‑five percent will vest on March 26, 2027, and the remaining 75% will vest in equal quarterly installments through December 31, 2029. Following this award, he holds 1,513,886 shares of Common Stock directly.

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

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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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/26/2026		A		290,730(1)	A	$0	1,513,886	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. Each restricted stock unit ("RSU") represents a right to receive one share of the issuer's Common Stock, subject to the Reporting Person's continued service through the vesting date. The reported RSUs were granted on March 26, 2026 and vest as follows: 25% of the RSUs will vest on March 26, 2027 and the remaining 75% will vest in equal quarterly installments on the last day of each calendar quarter thereafter, such that the entire award will be vested on December 31, 2029 (subject to the reporting person's continued employment through each vesting date).

Remarks:

	/s/ Sean Ricker as Attorney-in-Fact for Kevin McAleenan	03/27/2026
	** 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)

FAQ

What insider transaction did BigBear.ai (BBAI) report for Kevin McAleenan?

BigBear.ai reported that CEO Kevin McAleenan received a grant of 290,730 restricted stock units of Common Stock. This is an equity compensation award, not an open-market stock purchase or sale, and increases his direct holdings as part of long-term incentive compensation.

How do Kevin McAleenan’s new RSUs at BigBear.ai (BBAI) vest over time?

The RSUs granted to Kevin McAleenan vest over almost four years. Twenty-five percent vest on March 26, 2027, and the remaining 75% vest in equal quarterly installments on each calendar quarter-end, with full vesting expected by December 31, 2029, assuming continued employment.

Is the BigBear.ai (BBAI) CEO’s Form 4 transaction a stock purchase or sale?

The Form 4 shows an acquisition through an RSU grant, not a purchase or sale in the open market. The transaction is coded as a grant or award, reflecting compensation that converts into shares over time if service-based vesting conditions are met.

How many BigBear.ai (BBAI) shares does Kevin McAleenan hold after this RSU grant?

After the reported RSU grant, Kevin McAleenan is shown as directly holding 1,513,886 shares of BigBear.ai Common Stock. This figure includes his existing holdings and reflects his position following the new compensation-related equity award disclosed in the Form 4.

What conditions apply to the BigBear.ai (BBAI) CEO’s new RSUs?

Each RSU represents a right to receive one share of Common Stock, but only if vesting conditions are met. The footnote specifies that vesting depends on Kevin McAleenan’s continued service with BigBear.ai through each scheduled vesting date from 2027 through 2029.