BBAI Form 4: CEO McAleenan reports 3,132-share tax withholding at $6.46

Rhea-AI Filing Summary

Kevin McAleenan, Chief Executive Officer and a director of BigBear.ai Holdings, Inc. (BBAI), reported a transaction on 09/30/2025 in which 3,132 shares of Common Stock were disposed under code F at a price of $6.46 per share. The filing explains these shares were withheld to satisfy tax withholding obligations upon vesting of restricted stock units. After the transaction, Mr. McAleenan beneficially owned 1,218,648 shares directly. The Form 4 was signed by an attorney-in-fact on behalf of Mr. McAleenan on 10/01/2025.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding disposal after RSU vesting; not a change in voting control.

The filing documents a common internal action where restricted stock units vested and a portion of shares (3,132) were withheld to satisfy tax obligations. This reduces the reporting person’s share count by a small, specified amount but does not indicate a voluntary sale for liquidity or change in stake control. The beneficial ownership remaining (1,218,648 shares) is explicitly reported, preserving transparency in insider holdings.

Securities Analyst

TL;DR: Small, administrative disposition at $6.46; no material impact on ownership stake.

The transaction code and the explanatory note confirm the 3,132-share disposition was for tax withholding on vested RSUs rather than a market sale to generate cash. The per-share price recorded ($6.46) is the valuation reference for the withholding. Given the remaining direct beneficial ownership of 1,218,648 shares, this filing represents routine insider administration and carries no obvious market-moving implications based solely on the disclosed facts.

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).

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)
09/30/2025

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	09/30/2025		F		3,132(1)	D	$6.46	1,218,648	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	10/01/2025
	** 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.

FAQ

What did Kevin McAleenan report on Form 4 for BBAI?

He reported a disposition of 3,132 shares on 09/30/2025 at a price of $6.46 per share, withheld to satisfy tax obligations on vested RSUs.

What is Kevin McAleenan's beneficial ownership after this Form 4 filing (BBAI)?

The filing shows he beneficially owned 1,218,648 shares directly following the reported transaction.

What does transaction code F mean in this Form 4?

The filing uses code F and the accompanying explanation states the shares were withheld to satisfy tax withholding on RSU vesting.

When was the transaction and when was the Form 4 signed?

The transaction date is 09/30/2025 and the Form 4 bears a signature by an attorney-in-fact on 10/01/2025.

Does this Form 4 indicate a sale to raise cash by the insider?

No. The filing explicitly states the shares were withheld for tax withholding on vested restricted stock units, not sold for liquidity.