Form 4: BigBear.ai Directors Receive Significant RSU Grants, Bolstering Insider Ownership

Directors affiliated with AE Industrial Partners, a major shareholder of BigBear.ai Holdings, Inc., were granted 65,822 restricted stock units (RSUs) on June 2, 2025, aligning their interests with the company's long-term performance.

Summary

• On June 2, 2025, Kirk Michael Konert and Jeffrey Hart, members of BigBear.ai Holdings, Inc.'s board of directors and partners at AE Industrial Partners, LP, were granted a total of 65,822 restricted stock units (RSUs).
• These RSUs were granted at a price of $0, indicating they are a form of equity compensation.
• The RSUs are scheduled to vest on June 2, 2026, and will be settled within sixty days of the vesting date.
• Upon vesting, the reported RSUs will be assigned to AE Industrial Partners, LP, with Konert and Hart holding them for the benefit of AE Industrial Partners, LP until then.
• Following this transaction, the reporting persons, including Pangiam Ultimate Holdings, LLC and BBAI Ultimate Holdings, LLC, indirectly beneficially own a total of 263,436 shares of BigBear.ai Common Stock.
• Michael R. Greene and David H. Rowe, managing members of AeroEquity GP, LLC (general partner of AE Industrial Partners Fund II GP, LP), exercise voting and dispositive power over the shares held by BBAI Ultimate Holdings, LLC and Pangiam Ultimate Holdings, LLC.
• AE Industrial Partners and its affiliated entities (AE Funds) are considered directors of the issuer by deputization due to the roles of Kirk Michael Konert and Jeffrey Hart.

Sentiment

Score: 7

Explanation: The grant of restricted stock units to directors is a positive development as it aligns their interests with the long-term performance of the company, fostering commitment and potentially enhancing shareholder value.

Positives

• The grant of restricted stock units to directors aligns their financial interests directly with the long-term performance and shareholder value creation of BigBear.ai.
• Equity compensation at a $0 price is a common method to incentivize and retain key board members and their affiliated entities.

Future Outlook

The granted restricted stock units are set to vest on June 2, 2026, and will be settled within sixty days thereafter, indicating a future increase in the shareholdings of AE Industrial Partners.

Management Comments

• The reported restricted stock units ('RSU') were granted to Kirk Michael Konert and Jeffrey Hart on June 2, 2025, in their capacity as members 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 will be assigned to AE Industrial Partners, LP. Prior to such vesting and assignment, Kirk Michael Konert and Jeffrey Hart will hold the reported securities for the benefit of AE Industrial Partners, LP and they disclaim all right title and interest in such securities.
• Each of the foregoing entities and individuals disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein.
• 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.

Industry Context

This Form 4 filing reflects a standard practice of providing equity-based compensation to board members, particularly those affiliated with significant institutional investors, to align their interests with the company's performance. This is common across various industries, especially in technology and growth-oriented sectors.

Management Changes

Corporate Governance

Related Party Transactions

• The grant of restricted stock units to Kirk Michael Konert and Jeffrey Hart, who serve as directors of BigBear.ai and partners of AE Industrial Partners, LP (a significant shareholder), represents a related party transaction in the form of equity compensation.

Stakeholder Impact

• Shareholders: The RSU grants align the interests of key directors and a major institutional investor (AE Industrial Partners) with long-term shareholder value creation.
• Management: The equity compensation structure incentivizes directors to contribute to the company's sustained performance.

Next Steps

• The restricted stock units are expected to vest on June 2, 2026.
• Settlement of the vested RSUs will occur within sixty days following the vesting date.

Key Dates

Keywords

BigBear.ai, BBAI, SEC Form 4, Restricted Stock Units, RSU, Insider Ownership, Beneficial Ownership, AE Industrial Partners, Corporate Governance, Equity Compensation