Tax withholding trims BigBear.ai (BBAI) CFO stake to 592,893 shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

BigBear.ai Holdings, Inc. Chief Financial Officer Sean Raymond Ricker reported a routine tax-related share disposition. On the vesting of restricted stock units, 10,069 shares of common stock were withheld at $3.60 per share to cover tax withholding obligations, rather than being sold on the open market. Following this withholding, he holds 592,893 common shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Ricker Sean Raymond

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	10,069	$3.60	$36K

Holdings After Transaction: Common Stock — 592,893 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 10,069 shares Withholding reference price: $3.60 per share Shares held after transaction: 592,893 shares

3 metrics

Shares withheld for taxes 10,069 shares Withheld to satisfy tax withholding obligations on RSU vesting

Withholding reference price $3.60 per share Price per share used for the 10,069 withheld shares

Shares held after transaction 592,893 shares Direct common stock ownership after tax-withholding disposition

Key Terms

restricted stock units, tax withholding obligations, Common Stock, tax-withholding disposition

4 terms

restricted stock units financial

"Represents shares withheld to satisfy tax withholding obligations on vesting of restricted stock units."

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.

tax withholding obligations financial

"Represents shares withheld to satisfy tax withholding obligations on vesting of restricted stock units."

Common Stock financial

"security_title": "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/02/2026 - 08:08 PM Accepted by SEC EDGAR 07/02/2026 - 08:08 PM

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^*

Ricker Sean Raymond

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2026		F		10,069⁽¹⁾	D	$3.6	592,893	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares withheld to satisfy tax withholding obligations on vesting of restricted stock units.

Remarks:

	/s/ Sean Ricker	07/02/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did BigBear.ai (BBAI) report for its CFO?

BigBear.ai reported that CFO Sean Raymond Ricker had 10,069 common shares withheld at $3.60 per share. The shares were withheld to satisfy tax obligations from vesting restricted stock units, rather than sold in an open-market transaction.

Was the BigBear.ai (BBAI) CFO’s Form 4 transaction an open-market sale?

No, the transaction was not an open-market sale. The Form 4 shows 10,069 shares of common stock were withheld to cover tax withholding obligations when restricted stock units vested, a standard administrative process for equity compensation.

How many BigBear.ai (BBAI) shares does the CFO hold after this Form 4?

After the reported tax-withholding transaction, CFO Sean Raymond Ricker holds 592,893 shares of BigBear.ai common stock directly. This figure comes from the Form 4’s post-transaction ownership line for his non-derivative common stock holdings.

What does the F transaction code mean in the BigBear.ai (BBAI) Form 4?

The F code indicates a disposition to pay an exercise price or tax liability by delivering securities. In this case, 10,069 shares were withheld specifically to satisfy tax withholding obligations related to vesting restricted stock units held by the CFO.

What triggered the tax withholding shares in BigBear.ai (BBAI) CFO’s filing?

The footnote explains the shares were withheld upon vesting of restricted stock units. When those units vested, 10,069 common shares were automatically withheld to meet tax withholding obligations, generating the F-code disposition in the Form 4 filing.