BigBear.ai (NASDAQ: BBAI) director reports 18,650-share equity award

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. reported an equity grant to one of its directors. On December 19, 2025, the reporting person acquired 18,650 shares of common stock at a stated price of $0, bringing their total directly owned shares to 404,760 after the transaction.

The filing explains that these shares relate to restricted stock units (RSUs), each representing the right to receive one share of common stock, conditioned on continued service through specific vesting dates. Of the RSUs granted on December 19, 2025, 4,663 vest on January 31, 2026, 4,662 vest on March 31, 2026, 4,663 vest on June 30, 2026, and 4,662 vest on September 30, 2026.

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^*

FULCHINO PAUL E

(Last) (First) (Middle)

C/O BIGBEAR.AI HOLDINGS, INC.

7950 JONES BRANCH DRIVE

(Street)

MCCLEAN 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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/19/2025

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	12/19/2025		A		18,650(1)	A	$0	404,760	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 December 19, 2025. 4,663 of the RSUs will vest on January 31, 2026, 4,662 of the RSUs will vest on March 31, 2026, 4,663 of the RSUs will vest on June 30, 2026, and 4,662 of the RSUs will vest on September 30, 2026.

Remarks:

	/s/ Sean Ricker as Attorney-in-Fact for Paul Fulchino	12/23/2025
	** 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).
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FAQ

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

The company reported that a director acquired 18,650 shares of common stock on December 19, 2025, at a stated price of $0, increasing their directly owned holdings to 404,760 shares.

What type of equity award was granted to the BigBear.ai (BBAI) director?

The award consists of restricted stock units (RSUs), with each RSU representing a right to receive one share of BigBear.ai common stock, subject to continued service through the vesting dates.

When do the newly granted RSUs at BigBear.ai (BBAI) vest?

The RSUs granted on December 19, 2025 vest in four installments: 4,663 on January 31, 2026, 4,662 on March 31, 2026, 4,663 on June 30, 2026, and 4,662 on September 30, 2026.

What is the relationship of the reporting person to BigBear.ai (BBAI)?

The reporting person is identified as a Director of BigBear.ai Holdings, Inc., as indicated in the relationship section of the form.

Does this BigBear.ai (BBAI) Form 4 involve derivative securities like options or warrants?

Table II for derivative securities is present but contains no filled transaction rows, while the RSU-related acquisition is reported in Table I as common stock with an explanatory footnote.

Who signed the BigBear.ai (BBAI) Form 4?

The form was signed by /s/ Sean Ricker as Attorney-in-Fact for Paul Fulchino on December 23, 2025.