BigBear.ai (NYSE: BBAI) CFO withholds shares to pay RSU taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. Chief Financial Officer Sean Raymond Ricker reported routine tax-related share withholdings tied to restricted stock units. On two dates, the company withheld shares of common stock to satisfy his tax obligations at vesting, rather than executing open-market sales.

Across these transactions, 14,989 shares of common stock were withheld for taxes, and Ricker continued to hold more than 600,000 shares directly afterward, indicating he retains a substantial equity stake in the company.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Ricker Sean Raymond

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	10,665	$3.52	$38K
Tax Withholding	Common Stock	4,324	$3.04	$13K

Holdings After Transaction: Common Stock — 619,256 shares (Direct)

Footnotes (1)

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Key Figures

Tax-withheld shares (first transaction): 10,665 shares at $3.52 Tax-withheld shares (second transaction): 4,324 shares at $3.04 Total tax-withheld shares: 14,989 shares +1 more

4 metrics

Tax-withheld shares (first transaction) 10,665 shares at $3.52 Common Stock withheld for tax on RSU vesting on 2026-04-01

Tax-withheld shares (second transaction) 4,324 shares at $3.04 Common Stock withheld for tax on RSU vesting on 2026-03-31

Total tax-withheld shares 14,989 shares Sum of F-code tax-withholding dispositions reported

Shares held after transaction 619,256 shares Common Stock directly owned after 2026-04-01 withholding

Key Terms

restricted stock units, tax-withholding disposition, Form 4

3 terms

restricted stock units financial

"Represents shares withheld to satisfy tax withholding obligations on vesting of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for Common Stock entries"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 regulatory

"INSIDER FILING DATA (Form 4): BigBear.ai Holdings, Inc."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

04/01/2026 - 04:29 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

VIRGINIA

22102

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/31/2026		F		4,324⁽¹⁾	D	$3.04	629,921	D
Common Stock	04/01/2026		F		10,665⁽¹⁾	D	$3.52	619,256	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares withheld to satisfy tax withholding obligations on vesting of restricted stock units.

Remarks:

	/s/ Sean Ricker	04/01/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did BigBear.ai (BBAI) CFO Sean Ricker report in this Form 4?

Sean Ricker reported tax-related share withholdings on vested restricted stock units. The company withheld shares of common stock to cover his tax obligations, a routine non-market transaction that does not reflect open-market buying or selling activity by the CFO.

How many BigBear.ai (BBAI) shares were withheld for taxes in this filing?

A total of 14,989 BigBear.ai common shares were withheld for taxes. This includes 10,665 shares at $3.52 per share and 4,324 shares at $3.04 per share, all related to tax obligations on vesting restricted stock units reported by the CFO.

Were the BigBear.ai (BBAI) Form 4 transactions open-market sales?

No, the transactions were not open-market sales. They were coded as “F,” meaning shares were withheld specifically to satisfy tax liabilities on vested restricted stock units. This is a compensation-related mechanism, not a discretionary sale into the market by the executive.

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

After these tax-withholding transactions, Sean Ricker held 619,256 BigBear.ai common shares directly in one entry, and 629,921 shares in another. Both figures show he retains a substantial direct equity position following the routine tax-related dispositions.

What does transaction code “F” mean in the BigBear.ai (BBAI) Form 4?

Transaction code “F” indicates payment of an exercise price or tax liability by delivering securities. In this case, it reflects shares of BigBear.ai common stock withheld to cover the CFO’s tax obligations arising from the vesting of restricted stock units, not market sales.