BigBear.ai (BBAI) Form 4: Director disposes 30,000 shares; details disclosed

Rhea-AI Filing Summary

Dorothy D. Hayes, a director of BigBear.ai Holdings, Inc. (BBAI), reported the sale of 30,000 shares of the company's common stock on 08/14/2025 at a weighted average price of $5.83–$5.84 per share. After the reported disposition, Ms. Hayes beneficially owned 258,150 shares. The filing indicates the sale occurred in multiple transactions and the reporting person (via attorney-in-fact) offered to provide detailed per-trade quantities upon request. No derivative transactions or other securities changes are reported in this Form 4.

Positive

• Form 4 filed disclosing the transaction, demonstrating Section 16 reporting compliance

Negative

• Director disposed of 30,000 common shares, reducing reported beneficial ownership to 258,150 shares

Insights

Securities Analyst

TL;DR: Routine insider sale of 30,000 shares; reduces reported stake to 258,150 shares and appears fully disclosed.

The reported disposal is a straightforward Section 16 disclosure showing a director-sell transaction executed at a weighted average price of $5.83–$5.84 per share. The filer notes multiple transactions within that range and offers to provide per-trade detail on request, which supports transparency. There are no derivative transactions or new grants reported. On its face this filing is a routine insider liquidity event rather than a corporate governance change or operational development.

Corporate Governance Expert

TL;DR: Compliance-focused filing; the director reduced holdings but there is no evidence here of material governance or control shifts.

The Form 4 documents an open-market sale by a director, reducing beneficial ownership to 258,150 shares. The explicit note about a weighted average price and willingness to disclose per-trade details indicates adherence to disclosure norms. Because the filing shows a disposition only and no change in board status or control, it is a routine disclosure from a governance perspective.

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
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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^*

HAYES DOROTHY D

(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)
08/14/2025

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	08/14/2025		S		30,000	D	$5.83(1)	258,150	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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.83 to $5.84. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 1 to this Form 4.

Remarks:

	/s/ Sean Ricker as Attorney-in-Fact for Dorothy D. Hayes	08/14/2025
	** 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 transaction did Dorothy D. Hayes report for BBAI?

She reported a sale of 30,000 shares of BigBear.ai common stock.

At what price were the BBAI shares sold by the reporting person?

The shares were sold at a weighted average price of $5.83–$5.84 per share.

How many BBAI shares does Dorothy D. Hayes beneficially own after the reported sale?

She beneficially owns 258,150 shares following the reported disposition.

Did the Form 4 report any derivative transactions for the reporting person?

No derivative securities or option transactions were reported in this Form 4.

Is there additional trade-level detail available for the reported sale?

Yes. The filer states the sale occurred in multiple transactions and offers to provide per-trade share counts on request.