BigBear.ai CFO Reports 6,625-Share Withholding on RSU Vesting (BBAI)

Rhea-AI Filing Summary

BigBear.ai Holdings (BBAI) insider Sean Ricker, the company's Chief Financial Officer, reported a transaction on Form 4 showing 6,625 shares of common stock were disposed of on 09/30/2025 at a price of $6.46 per share. The filing states these shares were withheld to satisfy tax withholding obligations arising from the vesting of restricted stock units. After the disposition, Mr. Ricker beneficially owns 289,720 shares, held directly. The form is a routine Section 16 disclosure explaining an automatic tax-withholding sale tied to equity compensation and does not indicate a voluntary open-market sale or a change in role.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on RSU vesting; not a directional signal about company prospects.

The Form 4 documents a common administrative disposition where 6,625 shares were withheld to cover taxes at a price of $6.46 on 09/30/2025. This is consistent with compensation settlement mechanics rather than an opportunistic sale by an insider. The filing confirms the reporting person remains the CFO and continues to hold a substantial direct stake of 289,720 shares. For governance reviewers, this transaction raises no new issues beyond normal executive equity administration.

Securities Analyst

TL;DR: Transaction is non-material to investor valuation; appears administratively driven.

The disposition size (6,625 shares at $6.46) appears to be solely to satisfy tax withholding on vested RSUs; it reduced the CFO's holdings to 289,720 shares. There is no indication of additional sales or derivative exercises. From a securities perspective, this Form 4 does not represent a change in investment stance or liquidity event beyond routine compensation settlement.

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^*

Ricker Sean Raymond

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial 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		6,625(1)	D	$6.46	289,720	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	10/01/2025
	** Signature of Reporting Person	Date
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