BigBear.ai (NYSE: BBAI) CEO stock withheld to cover RSU taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. Chief Executive Officer Kevin McAleenan reported a routine tax-withholding transaction related to equity compensation. On shares of Common Stock that vested from restricted stock units, 23,562 shares were withheld on June 30, 2026 at $3.60 per share to satisfy tax obligations.

After this non-market disposition, McAleenan directly holds 1,428,508 shares of BigBear.ai common stock. The filing indicates this was a payment of tax liability by delivering securities, not an open-market sale or purchase.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider McAleenan Kevin

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	23,562	$3.60	$85K

Holdings After Transaction: Common Stock — 1,428,508 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 23,562 shares Withholding price per share: $3.60 per share Shares held after transaction: 1,428,508 shares +1 more

4 metrics

Shares withheld for taxes 23,562 shares Common Stock withheld to satisfy tax obligations on RSU vesting

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

Shares held after transaction 1,428,508 shares CEO’s direct ownership following tax-withholding disposition

Tax-withholding share count summary 23,562 shares Total shares classified as tax withholding in transaction summary

Key Terms

restricted stock units, tax withholding obligations, Form 4, Chief Executive Officer

4 terms

restricted stock units financial

"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

"shares withheld to satisfy tax withholding obligations on vesting"

Form 4 regulatory

"was disclosed on a Form 4 insider transaction filing"

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.

Chief Executive Officer financial

""officer_title": "Chief Executive Officer""

A chief executive officer (CEO) is the top leader of a company, responsible for making major decisions, setting goals, and guiding the organization’s overall direction. Think of the CEO as the captain of a ship, steering it toward success. Investors pay close attention to the CEO because their leadership and strategy can significantly influence the company's performance and future growth.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 08:06 PM Accepted by SEC EDGAR 07/02/2026 - 08:06 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^*

McAleenan Kevin

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

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)
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	06/30/2026		F		23,562⁽¹⁾	D	$3.6	1,428,508	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 as Attorney-in-Fact for Kevin McAleenan	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did BigBear.ai (BBAI) report for its CEO?

BigBear.ai reported that CEO Kevin McAleenan had shares withheld to cover taxes on vested restricted stock units. The event is a non-market tax-withholding disposition, not an open-market trade, and was disclosed on a Form 4 insider transaction filing.

How many BigBear.ai shares were withheld for Kevin McAleenan’s taxes?

The Form 4 shows 23,562 shares of BigBear.ai common stock were withheld to satisfy tax withholding obligations. These shares relate to the vesting of restricted stock units and represent payment of the tax liability using stock instead of cash.

At what price were Kevin McAleenan’s withheld BigBear.ai shares valued?

The withheld shares were valued at $3.60 per share. This price is used to determine the value of the 23,562 shares applied toward Kevin McAleenan’s tax obligations arising from the vesting of his restricted stock units at BigBear.ai.

How many BigBear.ai shares does the CEO hold after this Form 4 transaction?

Following the tax-withholding disposition, CEO Kevin McAleenan directly owns 1,428,508 shares of BigBear.ai common stock. This post-transaction holding reflects his remaining equity stake after 23,562 shares were withheld to satisfy tax obligations tied to restricted stock unit vesting.

Was the BigBear.ai CEO’s Form 4 transaction a stock sale on the open market?

No, the transaction was not an open-market sale. The Form 4 describes it as shares withheld to satisfy tax withholding obligations on vesting of restricted stock units, categorized as a payment of tax liability by delivering securities rather than a discretionary market trade.

What does ‘payment of tax liability by delivering securities’ mean for BBAI’s CEO?

It means Kevin McAleenan used part of his vested shares to pay taxes instead of paying cash. BigBear.ai withheld 23,562 shares at $3.60 per share, reducing the shares delivered to him but settling the tax due on his restricted stock unit vesting.