BigBear.ai awards 32,776 RSUs to director Gainey

Gainey Sean Alexander reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Gainey Sean Alexander reported acquisition or exercise transactions in this Form 4 filing.

BigBear.ai Holdings, Inc. (BBAI) reported that director Sean Alexander Gainey received a grant of 32,776 shares of common stock in the form of restricted stock units. The RSUs were granted on August 13, 2026, vest on June 14, 2027, and will be settled in shares within sixty days after vesting, subject to his continued service. Following this award, he directly holds 32,776 shares of common stock.

Insider Trade Summary

Grant/Award: 32,776 shares

Grant/Award 1 txn

Insider Gainey Sean Alexander

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	32,776	$0.00	$0.00

Holdings After Transaction: Common Stock — 32,776 shares (Direct)

Footnotes (1)

1. F1. Each restricted stock unit ("RSU") represents a right to receive one share of the issuer's Common Stock, subject to the Reporting Person's continued service through the vesting date. The reported RSUs were granted on August 13, 2026, vest on June 14, 2027, and shall be settled within sixty days of the vesting date.

Key Figures

RSUs granted: 32,776 shares Transaction price per share: $0.0000 per share Shares following transaction: 32,776 shares +3 more

6 metrics

RSUs granted 32,776 shares Restricted stock units granted to Sean Alexander Gainey on August 13, 2026

Transaction price per share $0.0000 per share Reported price for the RSU grant transaction

Shares following transaction 32,776 shares Total BigBear.ai common shares held directly by Gainey after the award

Grant date August 13, 2026 Date the restricted stock units were granted

Vesting date June 14, 2027 Date on which the RSUs vest, subject to continued service

Settlement window within sixty days Period after vesting during which RSUs will be settled in shares

Key Terms

restricted stock unit, vesting date, settled within sixty days, grant, award, or other acquisition

4 terms

restricted stock unit financial

"Each restricted stock unit ("RSU") represents a right to receive one share"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

vesting date financial

"subject to the Reporting Person's continued service through the vesting date"

settled within sixty days financial

"shall be settled within sixty days of the vesting date"

grant, award, or other acquisition financial

"transaction code description": "Grant, award, or other acquisition"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did BigBear.ai (BBAI) director Sean Alexander Gainey report in this Form 4?

Sean Alexander Gainey reported the grant of 32,776 restricted stock units of BigBear.ai common stock. The award reflects equity-based director compensation and resulted in 32,776 shares of common stock held directly after the transaction.

How many BigBear.ai (BBAI) shares were granted to Sean Alexander Gainey and at what price?

Gainey was granted 32,776 restricted stock units, each representing one share of BigBear.ai common stock. The Form 4 shows a transaction price of $0.0000 per share, which is typical for equity awards granted as compensation rather than market purchases.

When do Sean Alexander Gainey’s BigBear.ai (BBAI) RSUs vest and settle?

The reported RSUs vest on June 14, 2027. After vesting, they will be settled in shares within sixty days, provided Gainey continues serving the company through the vesting date, as specified in the award terms.

What does the RSU award mean for Sean Alexander Gainey’s ownership in BigBear.ai (BBAI)?

After the award, Gainey directly holds 32,776 shares of BigBear.ai common stock. These shares are tied to restricted stock units that must vest based on his continued service before being fully settled and freely held.

Is the BigBear.ai (BBAI) Form 4 transaction a market buy or a compensation grant?

The Form 4 describes the transaction as a grant or award acquisition coded "A", indicating compensation-related RSUs rather than an open-market stock purchase. The $0.0000 per-share value aligns with a non-cash equity award.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/17/2026 - 05:01 PM Accepted by SEC EDGAR 08/17/2026 - 05:00 PM Learn about SEC filing dates

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^*

Gainey Sean Alexander

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026

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	08/13/2026		A		32,776(1)	A	$0	32,776	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. Each restricted stock unit ("RSU") represents a right to receive one share of the issuer's Common Stock, subject to the Reporting Person's continued service through the vesting date. The reported RSUs were granted on August 13, 2026, vest on June 14, 2027, and shall be settled within sixty days of the vesting date.

Remarks:

	/s/ Sean Ricker as Attorney-in-Fact for Sean Gainey	08/17/2026
	** 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)