BigBear.ai entities receive 36,070 RSU award

BigBear.ai Holdings, Inc. reported a Form 4 transaction showing an award of 36,070 restricted stock units of Common Stock as an indirect acquisition for entities associated with AE Industrial Partners.

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. reported a Form 4 transaction showing an award of 36,070 restricted stock units of Common Stock as an indirect acquisition for entities associated with AE Industrial Partners. The RSUs were granted on June 14, 2026, and will vest on June 14, 2027, with settlement within sixty days after vesting. Following this grant, the indirect holdings reported for these entities total 299,506 shares of Common Stock. The footnotes state that Kirk Michael Konert holds the RSUs for the benefit of AE Industrial Partners, LP, and that the various AE-related parties disclaim beneficial ownership except to the extent of their pecuniary interest.

Insider Trade Summary

Grant/Award: 36,070 shares

Grant/Award 1 txn

Insider PANGIAM ULTIMATE HOLDINGS, LLC, BBAI Ultimate Holdings, LLC, AE INDUSTRIAL PARTNERS FUND II GP, LP, GREENE MICHAEL ROBERT, ROWE DAVID H., AE INDUSTRIAL PARTNERS FUND II-B, LP, AEROEQUITY GP, LLC, AE INDUSTRIAL PARTNERS FUND II, LP, AE INDUSTRIAL PARTNERS FUND II-A, LP

Role Director | Director | Director | Director | Director | Director | Director | Director | Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	36,070	$0.00	$0.00

Holdings After Transaction: Common Stock — 299,506 shares (Indirect, See footnotes)

Footnotes (3)

1. F1. The reported restricted stock units ("RSU") were granted to Kirk Michael Konert on June 14, 2026 in his capacity as a member of the issuer's board of directors. 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 June 14, 2026, vest on June 14, 2027, and shall be settled within sixty days of the vesting date. The reported RSUs will be assigned to AE Industrial Partners, LP. Prior to such vesting and assignment, Kirk Michael Konert will hold the reported securities for the benefit of AE Industrial Partners, LP and he will disclaim all right title and interest in such securities.
2. F2. Each of the foregoing entities and individuals disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
3. F3. Voting and dispositive power with respect to the shares of common stock held of record by BBAI Ultimate Holdings, LLC and Pangiam Ultimate Holdings, LLC is exercised by Michael R. Greene and David H. Rowe, the managing members and control persons of AeroEquity GP, LLC, which is the general partner of AE Industrial Partners Fund II GP, LP ("AE Fund II GP"). AE Industrial Partners Fund II-B, LP ("AE Fund II-B"), AE Industrial Partners Fund II, LP ("AE Fund II LP") and AE Industrial Partners Fund II-A, LP ("AE Fund II-A" and together with AE Fund II-B and AE Fund II LP, the "AE Funds") are the controlling equityholders of BBAI Ultimate Holdings, LLC and Pangiam Ultimate Holdings, LLC. AE Fund II GP is the general partner of each of the AE Funds. Each of the foregoing is an "AE Party" and collectively, the "AE Parties."

Key Figures

RSU grant size: 36,070 RSUs Post-grant indirect holdings: 299,506 shares RSU grant price: $0.00 per share +2 more

5 metrics

RSU grant size 36,070 RSUs Restricted stock units granted on June 14, 2026

Post-grant indirect holdings 299,506 shares Common Stock indirectly held following the reported transaction

RSU grant price $0.00 per share Award of RSUs with no purchase price

Vesting date June 14, 2027 RSUs vest one year after the June 14, 2026 grant

Settlement window Within 60 days Shares to be delivered within sixty days after vesting date

Key Terms

restricted stock units, RSU, pecuniary interest, voting and dispositive power, +1 more

5 terms

restricted stock units financial

"The reported restricted stock units ("RSU") were granted to Kirk Michael Konert"

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.

RSU financial

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

Restricted stock units (RSUs) are a form of company shares given to employees as part of their compensation, usually with certain restrictions or conditions, such as remaining with the company for a set period. When these restrictions lift, employees receive actual shares that they can sell or hold. For investors, RSUs can impact a company's stock supply and reflect the company's commitment to attracting and retaining talent.

pecuniary interest financial

"disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest"

voting and dispositive power financial

"Voting and dispositive power with respect to the shares of common stock held of record"

Section 16 regulatory

"beneficial owner of the securities for purposes of Section 16 or for any other purpose"

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

FAQ

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

What insider transaction did BigBear.ai (BBAI) report on this Form 4?

BigBear.ai reported an award of 36,070 restricted stock units of Common Stock as an indirect acquisition for AE Industrial-related entities. The RSUs were granted as director compensation and represent a right to receive an equal number of Common Stock shares upon vesting.

Who is the beneficiary of the 36,070 BigBear.ai RSUs reported for BBAI?

The 36,070 RSUs were granted to director Kirk Michael Konert but will be assigned to AE Industrial Partners, LP. Konert holds the RSUs for the benefit of AE Industrial Partners, LP and disclaims all right, title, and interest in the securities before vesting and assignment.

When do the reported BigBear.ai (BBAI) RSUs vest and settle?

The RSUs granted on June 14, 2026 vest on June 14, 2027 and will be settled within sixty days after the vesting date. Each RSU converts into one share of BigBear.ai Common Stock upon settlement, subject to continued service through the vesting date.

How many BigBear.ai shares are indirectly held after this Form 4 transaction?

After the RSU grant, the filing shows 299,506 shares of BigBear.ai Common Stock indirectly held by the reporting AE Industrial-related entities. This total reflects their position following the 36,070 RSU award reported in the transaction section.

Do AE Industrial-related entities claim full beneficial ownership of the BBAI shares?

The entities and individuals involved disclaim beneficial ownership of the reported BigBear.ai shares except to the extent of their pecuniary interest. The filing states this disclaimer should not be considered an admission of beneficial ownership for Section 16 or any other purpose.

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

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Accepted by SEC EDGAR 06/15/2026 - 05:41 PM EDT 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^*

PANGIAM ULTIMATE HOLDINGS, LLC

(Last) (First) (Middle)

C/O AE INDUSTRIAL PARTNERS, LP

6700 BROKEN SOUND PARKWAY NW

(Street)

BOCA RATON FLORIDA 33487

(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)
06/14/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	06/14/2026		A		36,070(1)	A	$0	299,506	I	See footnotes(2)(3)

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

1. Name and Address of Reporting Person^*

PANGIAM ULTIMATE HOLDINGS, LLC

(Last) (First) (Middle)

C/O AE INDUSTRIAL PARTNERS, LP

6700 BROKEN SOUND PARKWAY NW

(Street)

BOCA RATON FLORIDA 33487

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

BBAI Ultimate Holdings, LLC

(Last) (First) (Middle)

C/O BIGBEAR AI HOLDINGS, INC.

6700 BROKEN SOUND PARKWAY NW

(Street)

BOCA RATON FLORIDA 33487

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AE INDUSTRIAL PARTNERS FUND II GP, LP

(Last) (First) (Middle)

C/O AE INDUSTRIAL PARTNERS, LP

6700 BROKEN SOUND PARKWAY NW

(Street)

BOCA RATON FLORIDA 33487

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

GREENE MICHAEL ROBERT

(Last) (First) (Middle)

C/O AE INDUSTRIAL PARTNERS, LP

6700 BROKEN SOUND PARKWAY NW

(Street)

BOCA RATON FLORIDA 33487

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ROWE DAVID H.

(Last) (First) (Middle)

C/O AE INDUSTRIAL PARTNERS, LP

6700 BROKEN SOUND PARKWAY NW

(Street)

BOCA RATON FLORIDA 33487

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AE INDUSTRIAL PARTNERS FUND II-B, LP

(Last) (First) (Middle)

C/O AE INDUSTRIAL PARTNERS, LP

6700 BROKEN SOUND PARKWAY NW

(Street)

BOCA RATON FLORIDA 33487

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AEROEQUITY GP, LLC

(Last) (First) (Middle)

C/O AE INDUSTRIAL PARTNERS, LP

6700 BROKEN SOUND PARKWAY NW

(Street)

BOCA RATON FLORIDA 33487

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AE INDUSTRIAL PARTNERS FUND II, LP

(Last) (First) (Middle)

C/O AE INDUSTRIAL PARTNERS, LP

6700 BROKEN SOUND PARKWAY NW

(Street)

BOCA RATON FLORIDA 33487

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AE INDUSTRIAL PARTNERS FUND II-A, LP

(Last) (First) (Middle)

C/O AE INDUSTRIAL PARTNERS, LP

6700 BROKEN SOUND PARKWAY NW

(Street)

BOCA RATON FLORIDA 33487

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The reported restricted stock units ("RSU") were granted to Kirk Michael Konert on June 14, 2026 in his capacity as a member of the issuer's board of directors. 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 June 14, 2026, vest on June 14, 2027, and shall be settled within sixty days of the vesting date. The reported RSUs will be assigned to AE Industrial Partners, LP. Prior to such vesting and assignment, Kirk Michael Konert will hold the reported securities for the benefit of AE Industrial Partners, LP and he will disclaim all right title and interest in such securities.

2. Each of the foregoing entities and individuals disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

3. Voting and dispositive power with respect to the shares of common stock held of record by BBAI Ultimate Holdings, LLC and Pangiam Ultimate Holdings, LLC is exercised by Michael R. Greene and David H. Rowe, the managing members and control persons of AeroEquity GP, LLC, which is the general partner of AE Industrial Partners Fund II GP, LP ("AE Fund II GP"). AE Industrial Partners Fund II-B, LP ("AE Fund II-B"), AE Industrial Partners Fund II, LP ("AE Fund II LP") and AE Industrial Partners Fund II-A, LP ("AE Fund II-A" and together with AE Fund II-B and AE Fund II LP, the "AE Funds") are the controlling equityholders of BBAI Ultimate Holdings, LLC and Pangiam Ultimate Holdings, LLC. AE Fund II GP is the general partner of each of the AE Funds. Each of the foregoing is an "AE Party" and collectively, the "AE Parties."

Remarks:

Kirk Michael Konert serves as a Managing Partner of AE Industrial Partners, LP. AE Industrial Partners and each AE Party may, therefore, be considered a director of the issuer by deputization.

	/s/ Sean Ricker	06/15/2026
	** 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)