BigBear.ai (NYSE: BBAI) counsel records RSU tax share withholding

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. General Counsel and Secretary Carolyn Blankenship reported a routine tax-related share disposition. On June 30, 2026, 9,019 shares of common stock were withheld at $3.60 per share to cover tax obligations arising from the vesting of restricted stock units.

After this withholding, she directly holds 771,526 shares of BigBear.ai common stock. Her reported holdings include 2,552 shares acquired under the BigBear.ai Employee Stock Purchase Plan on May 29, 2026, indicating that the filing reflects compensation and tax mechanics rather than open-market trading.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Blankenship Carolyn

Role General Counsel and Secretary

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	9,019	$3.60	$32K

Holdings After Transaction: Common Stock — 771,526 shares (Direct)

Footnotes (1)

1. Represents shares withheld to satisfy tax withholding obligations on vesting of restricted stock units. Includes 2,552 shares acquired under the BigBear.ai Holdings, Inc. Employee Stock Purchase Plan on May 29, 2026.

Key Figures

Tax-withholding shares: 9,019 shares Withholding price: $3.60 per share Shares held after transaction: 771,526 shares +1 more

4 metrics

Tax-withholding shares 9,019 shares Withheld to satisfy RSU tax obligations on June 30, 2026

Withholding price $3.60 per share Value applied to shares withheld for taxes

Shares held after transaction 771,526 shares Direct BigBear.ai common stock holdings following tax withholding

ESPP shares included 2,552 shares Acquired under Employee Stock Purchase Plan on May 29, 2026

Key Terms

restricted stock units, tax withholding obligations, Employee Stock Purchase Plan, tax-withholding disposition

4 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 obligations financial

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

Employee Stock Purchase Plan financial

"Includes 2,552 shares acquired under the BigBear.ai Holdings, Inc. Employee Stock Purchase Plan on May 29, 2026."

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 08:07 PM Accepted by SEC EDGAR 07/02/2026 - 08:07 PM Learn about SEC filing dates

FAQ

What insider transaction did BigBear.ai (BBAI) report for Carolyn Blankenship?

BigBear.ai reported that General Counsel Carolyn Blankenship had 9,019 shares withheld to cover taxes on vested restricted stock units. This was a tax-withholding disposition, not an open-market sale, and reflects standard equity compensation mechanics rather than discretionary trading activity.

Was the BigBear.ai (BBAI) Form 4 transaction an open-market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. 9,019 shares were withheld at $3.60 each to satisfy tax obligations triggered by restricted stock unit vesting, a common administrative step for stock-based compensation.

How many BigBear.ai (BBAI) shares does Carolyn Blankenship hold after this filing?

After the tax withholding, Carolyn Blankenship directly holds 771,526 BigBear.ai common shares. This remaining position shows the transaction affected only a small fraction of her holdings and was related to compensation and tax treatment rather than portfolio rebalancing.

What price was used for the BigBear.ai (BBAI) tax-withholding shares on the Form 4?

The 9,019 shares used for tax withholding were valued at $3.60 per share. This price is applied solely to calculate the value of shares withheld to satisfy tax obligations from restricted stock unit vesting, not to indicate an open-market trade price.

Did the BigBear.ai (BBAI) Form 4 include shares from an Employee Stock Purchase Plan?

Yes. A footnote states Blankenship’s holdings include 2,552 shares acquired under the BigBear.ai Employee Stock Purchase Plan on May 29, 2026. This clarifies that part of her position comes from regular employee share purchases in addition to equity awards.

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^*

Blankenship Carolyn

(Last) (First) (Middle)

C/O BIGBEAR 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)
	General Counsel and Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/30/2026		F		9,019(1)	D	$3.6	771,526(2)	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.

2. Includes 2,552 shares acquired under the BigBear.ai Holdings, Inc. Employee Stock Purchase Plan on May 29, 2026.

Remarks:

	/s/ Carolyn Blankenship	07/02/2026
	** 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)