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BigBear.ai Holdings, Inc. is asking stockholders to vote at its virtual Annual Meeting on June 9, 2026. The Board recommends approval of director elections, advisory votes on executive compensation and frequency, ratification of Grant Thornton LLP, and a Charter Amendment Proposal to increase authorized common shares from 500,000,000 to 1,000,000,000. Stockholders of record as of April 13, 2026 may vote. The Board also includes a voluntary retail voting program and describes governance, committee composition, and executive compensation practices, including fiscal 2025 highlights: $462 million in cash and investments as of December 31, 2025 and earned STIP payouts at 62.1% of target.
BigBear.ai Holdings, Inc. Chief Financial Officer Sean Raymond Ricker reported routine tax-related share withholdings tied to restricted stock units. On two dates, the company withheld shares of common stock to satisfy his tax obligations at vesting, rather than executing open-market sales.
Across these transactions, 14,989 shares of common stock were withheld for taxes, and Ricker continued to hold more than 600,000 shares directly afterward, indicating he retains a substantial equity stake in the company.
BigBear.ai Holdings, Inc. General Counsel and Secretary Carolyn Blankenship reported routine tax-withholding dispositions of common stock tied to restricted stock unit vesting. On April 1, 13,649 shares were withheld at $3.52 per share, and on March 31, 5,606 shares were withheld at $3.04 per share. After these non-market transactions, she directly holds 777,993 shares of BigBear.ai common stock.
BigBear.ai Holdings, Inc. Chief Executive Officer Kevin McAleenan reported routine tax-withholding share dispositions tied to restricted stock unit vesting. On April 1, 2026, 39,424 shares of Common Stock were withheld at $3.52 per share, leaving him with 1,452,070 shares held directly.
On March 31, 2026, an additional 22,392 shares were withheld at $3.04 per share for the same tax obligations. These Form 4 entries reflect shares withheld to satisfy taxes rather than open-market sales, and McAleenan continues to own a substantial direct position in BigBear.ai stock.
Ricker Sean Raymond reported acquisition or exercise transactions in this Form 4 filing.
BigBear.ai Holdings, Inc. reported that Chief Financial Officer Sean Raymond Ricker received an equity compensation award of 122,107 restricted stock units, each representing one share of common stock. The RSUs were granted at no cash cost and vest over time, starting with 25% on March 26, 2027. The remaining 75% will vest in equal quarterly installments through December 31, 2029, conditioned on continued employment. Following this grant, Ricker holds 634,245 shares of common stock directly, highlighting a meaningful long-term equity stake aligned with the company’s future performance.
Blankenship Carolyn reported acquisition or exercise transactions in this Form 4 filing.
BigBear.ai Holdings, Inc.’s General Counsel and Secretary, Carolyn Blankenship, received an equity grant of 125,923 restricted stock units of Common Stock as compensation. Following this award, she directly holds 797,248 shares. The RSUs were granted at no cash price and vest over nearly four years.
According to the vesting schedule, 25% of the RSUs vest on March 26, 2027, and the remaining 75% vest in equal quarterly installments on the last day of each calendar quarter through December 31, 2029, subject to her continued employment.
McAleenan Kevin reported acquisition or exercise transactions in this Form 4 filing.
BigBear.ai Holdings, Inc. reported that Chief Executive Officer Kevin McAleenan received an equity compensation grant of 290,730 restricted stock units (RSUs) of Common Stock. Each RSU represents one share and was granted at no cash purchase price as part of his compensation package.
The RSUs were granted on March 26, 2026 and will vest over nearly four years, subject to his continued employment. Twenty‑five percent will vest on March 26, 2027, and the remaining 75% will vest in equal quarterly installments through December 31, 2029. Following this award, he holds 1,513,886 shares of Common Stock directly.
BigBear.ai Holdings Inc ownership disclosure: The Vanguard Group filed an amended Schedule 13G/A stating it holds 0 shares of BigBear.ai Common Stock, representing 0% of the class. The filing explains an internal realignment completed 01/12/2026 that caused certain Vanguard subsidiaries to report separately.
BigBear.ai Holdings, Inc. director Pamela Joyce Braden reported an open-market sale of 80,000 shares of common stock at $4.0000 per share. After this transaction, she directly holds 508,687 shares. The filing reflects a meaningful sale while the director maintains a substantial remaining stake in the company.