BigBear.ai (BBAI) CFO gets 49,999 PSUs, withholds shares for tax

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. reported that its Chief Financial Officer, Sean Raymond Ricker, received an equity award and had shares withheld for taxes. On March 2, 2026, he was granted 49,999 shares of Common Stock at a price of $0.00 per share, representing performance stock units earned upon meeting performance metrics. On the same date, 18,725 shares of Common Stock at $3.96 per share were disposed of to satisfy tax withholding obligations tied to the vesting of those performance stock units. Following these transactions, his directly held Common Stock position was reported as 512,138 shares.

Insights

Equity Compensation Analyst

CFO received performance-based shares while a portion was withheld for taxes.

The filing shows Sean Raymond Ricker, the CFO of BigBear.ai Holdings, Inc., was granted 49,999 performance stock units that converted into Common Stock upon achievement of performance metrics. The grant is coded as an acquisition at $0.00 per share.

A second transaction for 18,725 shares at $3.96 per share is coded as a tax-withholding disposition. This means shares were withheld to cover tax obligations on the vesting PSUs, not sold in an open-market trade.

After these equity-compensation events on March 2, 2026, the CFO’s directly held Common Stock position is shown as 512,138 shares. These are routine compensation-related adjustments rather than discretionary buying or selling activity, so the overall impact on the investment case appears limited.

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^*

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)
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		49,999(1)	A	$0	530,863	D
Common Stock	03/02/2026		F		18,725(2)	D	$3.96	512,138	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	03/04/2026
	** 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).
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FAQ

What equity award did BigBear.ai (BBAI) CFO Sean Raymond Ricker receive in this Form 4?

The CFO received an award of 49,999 shares of Common Stock, representing performance stock units earned upon achieving specified performance metrics. The award was recorded at $0.00 per share, indicating a compensation grant rather than an open-market purchase.

Why did BigBear.ai (BBAI) CFO dispose of 18,725 shares in this Form 4 filing?

The 18,725 shares were disposed of to cover tax withholding obligations related to the vesting of performance stock units. The transaction, priced at $3.96 per share, is coded as a tax-withholding disposition, not a discretionary open-market sale by the CFO.

How many BigBear.ai (BBAI) shares does the CFO hold after the reported Form 4 transactions?

After the reported grant and tax-withholding disposition, the CFO’s directly owned position is shown as 512,138 shares of Common Stock. This figure reflects his holdings following the March 2, 2026 equity compensation and related tax transactions disclosed in the filing.

Does the BigBear.ai (BBAI) Form 4 show the CFO buying or selling shares on the open market?

The Form 4 does not show open-market buying or selling. It reports a grant of 49,999 performance stock units at $0.00 per share and a tax-withholding disposition of 18,725 shares, both tied to equity compensation rather than discretionary trades.

What do the footnotes in the BigBear.ai (BBAI) Form 4 explain about the transactions?

The footnotes state the 49,999 shares represent performance stock units earned after meeting performance metrics, and the 18,725 shares were withheld to satisfy tax withholding obligations on vesting. This clarifies the transactions are compensation-related adjustments, not routine market trades.