BigBear.ai (BBAI) Form 4: 15,092 RSUs Granted to Director

Rhea-AI Filing Summary

Anthony Evangelista, a director of BigBear.ai Holdings, Inc. (BBAI), was granted 15,092 restricted stock units (RSUs) on 08/12/2025. Each RSU converts to one share of common stock subject to the recipient's continued service through the vesting date. The RSUs vest on 06/02/2026 and are to be settled within sixty days after vesting. Following the reported transaction, the filing shows beneficial ownership of 15,092 shares held directly by the reporting person. The Form 4 was submitted under power of attorney.

Positive

• Director alignment with shareholders via an equity grant that vests with continued service
• Clear vesting and settlement terms: vesting date and settlement within sixty days are specified

Negative

• None.

Insights

Financial Analyst

TL;DR: A director received a routine equity grant of 15,092 RSUs, creating modest dilution and aligning compensation with future service.

The award is a non-cash, service-conditioned grant that vests in roughly 10 months and will be settled in shares within 60 days of vesting. This is a standard incentive to retain board-level talent and align interests with shareholders. The grant size should be evaluated versus total shares outstanding to gauge dilution, but the form reports only the director's 15,092 direct RSUs. No exercised options, sales, or derivative activity are reported.

Corporate Governance Expert

TL;DR: Director-level RSU grants are typical governance practice to promote alignment and retention; this appears routine without special provisions.

The RSUs vest based on continued service and will convert to common stock upon settlement; there is no indication of performance-based vesting or accelerated vesting triggers disclosed in this filing. The transaction was reported via attorney-in-fact, consistent with administrative filings. Investors should note that this Form 4 discloses grant mechanics but does not provide broader compensation-plan details or aggregate insider holdings beyond the reported RSUs.

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^*

Evangelista Anthony

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		A		15,092(1)	A	$0	15,092	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 12, 2025, vest on June 2, 2026, and shall be settled within sixty days of the vesting date.

Remarks:

	/s/ Sean Ricker as Attorney-in-Fact for Anthony Evangelista	08/15/2025
	** 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.

FAQ

What did Anthony Evangelista disclose on Form 4 for BigBear.ai (BBAI)?

The director was granted 15,092 restricted stock units (RSUs) on 08/12/2025, each convertible to one share upon vesting.

When do the RSUs granted to the BBAI director vest and settle?

The RSUs vest on 06/02/2026 and are to be settled in shares within sixty days after the vesting date.

How many shares does Anthony Evangelista beneficially own after the reported transaction?

The Form 4 reports 15,092 shares beneficially owned following the reported grant, held directly.

Was this Form 4 filed personally by the director?

The signature block shows the form was filed by an attorney-in-fact on behalf of Anthony Evangelista.

Does the Form 4 show any sales or exercises by the reporting person?

No. The filing reports only an acquisition (grant) of RSUs; there are no sales, option exercises, or derivative transactions listed.