BigBear.ai (BBAI) counsel gets PSU award, shares withheld for taxes

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. General Counsel and Secretary Carolyn Blankenship reported equity compensation activity involving the company’s common stock. She received a grant of 36,143 Performance Stock Units upon achievement of specified performance metrics and had 15,075 shares withheld at a price of $3.96 per share to cover tax obligations on PSU vesting, leaving her with 671,325 directly held shares.

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^*

Blankenship Carolyn

(Last) (First) (Middle)

C/O BIGBEAR 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		A		36,143(1)	A	$0	686,400	D
Common Stock	03/02/2026		F		15,075(2)	D	$3.96	671,325	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. Represents Performance Stock Units (PSUs) awarded upon the achievement of certain performance metrics.

2. Represents shares withheld to satisfy tax withholding obligations on vesting of performance stock units.

Remarks:

	/s/ Carolyn Blankenship	03/04/2026
	** 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.

FAQ

What insider transactions did BigBear.ai (BBAI) report for Carolyn Blankenship?

Carolyn Blankenship reported two transactions in BigBear.ai common stock. She received 36,143 Performance Stock Units as a grant and had 15,075 shares withheld to cover tax obligations tied to PSU vesting, both occurring on March 2, 2026.

Was the BigBear.ai (BBAI) insider transaction a purchase or sale of shares?

The activity involved an equity grant and tax withholding, not an open-market buy or sell. Blankenship was granted 36,143 Performance Stock Units, while 15,075 shares were withheld by the company to satisfy tax liabilities on vesting.

How many BigBear.ai (BBAI) shares does Carolyn Blankenship hold after these transactions?

After the reported transactions, Carolyn Blankenship directly holds 671,325 shares of BigBear.ai common stock. This figure reflects both the Performance Stock Unit grant and the shares withheld to cover associated tax obligations on vesting.

What do the Performance Stock Units (PSUs) in the BigBear.ai (BBAI) filing represent?

The filing states the 36,143 units are Performance Stock Units awarded upon achievement of certain performance metrics. These PSUs represent stock-based compensation that vests based on meeting predefined company or individual performance goals.

Why were shares withheld in the BigBear.ai (BBAI) Form 4 for Carolyn Blankenship?

The filing explains that 15,075 shares were withheld to satisfy tax withholding obligations triggered by vesting of performance stock units. This is a common method for covering tax liabilities on equity awards using a portion of the vested shares.

What was the reported price for the tax withholding shares in the BigBear.ai (BBAI) transaction?

The 15,075 shares withheld for tax purposes were reported at a price of $3.96 per share. This per-share value is used to calculate the tax obligation satisfied through the share withholding mechanism on the PSU vesting.