Form 4: BigBear.ai Director Dorothy Hayes Granted Over 32,000 Restricted Stock Units

BigBear.ai Holdings, Inc. director Dorothy D. Hayes was granted 32,911 restricted stock units (RSUs) on June 2, 2025, as part of her compensation, increasing her direct beneficial ownership to 288,150 shares.

Summary

• Dorothy D. Hayes, a Director of BigBear.ai Holdings, Inc. (BBAI), acquired 32,911 shares of Common Stock in the form of Restricted Stock Units (RSUs).
• The transaction occurred on June 2, 2025.
• The RSUs were granted at a price of $0, indicating they are a form of equity compensation.
• Following this transaction, Ms. Hayes' direct beneficial ownership of BigBear.ai Common Stock increased to 288,150 shares.
• Each RSU represents a right to receive one share of the issuer's Common Stock, contingent on Ms. Hayes' continued service through the vesting date.
• The RSUs are scheduled to vest on June 2, 2026, and shall be settled within sixty days of the vesting date.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as it represents a routine and expected form of director compensation that aligns interests with shareholders, without indicating any negative operational or financial news.

Positives

• The grant of Restricted Stock Units (RSUs) to Director Dorothy D. Hayes aligns her interests with those of shareholders, as the value of her compensation is tied to the company's stock performance.
• This transaction represents a routine equity compensation for a director, indicating ongoing commitment and retention of key board members.

Future Outlook

The granted Restricted Stock Units are scheduled to vest on June 2, 2026, and will be settled within sixty days of that date, contingent on the director's continued service.

Industry Context

This Form 4 filing reports a routine equity compensation grant to a director, which is a common practice across industries to align executive and board member interests with shareholder value. It does not provide broader industry trends or competitive analysis.

Comparison to Industry Standards

• The grant of Restricted Stock Units (RSUs) as a form of director compensation is a standard practice in publicly traded companies, particularly in the technology and AI sectors where BigBear.ai operates.
• While specific comparable companies or project results are not detailed in this filing, RSU grants are widely used by companies like Palantir Technologies (PLTR), C3.ai (AI), and other enterprise AI solution providers to incentivize and retain key personnel, aligning their long-term interests with company performance.
• The $0 grant price is typical for RSU awards that vest over time.

Corporate Governance

Related Party Transactions

• Grant of 32,911 Restricted Stock Units (RSUs) to Dorothy D. Hayes, a Director of BigBear.ai Holdings, Inc., as a form of compensation.

Stakeholder Impact

• Shareholders: The RSU grant aligns the director's financial interests with the company's stock performance, potentially encouraging decisions that enhance shareholder value. It also represents a dilution potential upon vesting, though typically minor for individual grants.
• Employees: No direct impact on general employees is indicated by this specific director compensation filing.

Next Steps

• The granted Restricted Stock Units (RSUs) are expected to vest on June 2, 2026.
• Settlement of the RSUs (delivery of shares) is expected within sixty days following the vesting date.

Key Dates

Recommendation

Keywords

BigBear.ai, BBAI, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU, Equity Compensation, Director Compensation, Beneficial Ownership, Dorothy D. Hayes