BigBear.ai (BBAI) CEO granted PSUs and withholds shares for taxes

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. CEO Kevin McAleenan reported equity compensation transactions in the company’s common stock. On March 2, 2026, he acquired 104,311 shares at $0.00 per share as a grant of Performance Stock Units awarded upon achievement of performance metrics. On the same date, 46,449 shares at $3.96 per share were disposed of to cover tax withholding obligations upon vesting of those units. Following these transactions, he directly owned 1,223,156 common shares.

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)
03/02/2026

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	03/02/2026		A		104,311(1)	A	$0	1,269,605	D
Common Stock	03/02/2026		F		46,449(2)	D	$3.96	1,223,156	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 Performance Stock Units (PSUs) awarded upon the achievement of certain performance metrics.

2. Represents shares withheld to satisfy tax withholding obligations on vesting of performance stock units.

Remarks:

	/s/ Sean Ricker as Attorney-in-Fact for Kevin McAleenan	03/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did BigBear.ai (BBAI) CEO Kevin McAleenan report in this Form 4 filing?

Kevin McAleenan reported an equity award and a related tax withholding disposition. He received 104,311 Performance Stock Units for meeting performance metrics, and 46,449 shares were withheld to satisfy tax obligations tied to the vesting of those units.

How many BigBear.ai (BBAI) shares did the CEO acquire in the reported transaction?

He acquired 104,311 shares of common stock at $0.00 per share. These represent Performance Stock Units granted upon achievement of certain performance metrics, increasing his direct equity stake before the separate tax-withholding share disposition.

Why were 46,449 BigBear.ai (BBAI) shares disposed of in this Form 4?

The 46,449 shares were withheld to satisfy tax withholding obligations on vesting of performance stock units. This tax-withholding disposition is coded as an F transaction and is not described as an open-market sale of shares.

What is Kevin McAleenan’s direct BigBear.ai (BBAI) share ownership after these transactions?

After the reported grant and tax-withholding disposition, Kevin McAleenan directly owned 1,223,156 shares of BigBear.ai common stock. This figure reflects his updated direct holdings as of the date of the transactions disclosed.

What do the Performance Stock Units (PSUs) in the BigBear.ai (BBAI) Form 4 represent?

The Performance Stock Units represent stock awards earned when specified performance metrics are achieved. In this filing, the 104,311 shares reflect PSUs that vested and were delivered as common stock upon meeting those performance conditions.