Form 4: BigBear.ai Holdings: BBAI Ultimate Holdings, LLC Sells 153,250 Shares Under 10b5-1 Plan

BBAI Ultimate Holdings, LLC, a 10% owner and related parties, sold 153,250 shares of BigBear.ai Holdings, Inc. common stock at a weighted average price of $3.63 per share on December 19, 2024, under a pre-arranged Rule 10b5-1 trading plan.

Summary

• On December 19, 2024, BBAI Ultimate Holdings, LLC sold 153,250 shares of BigBear.ai Holdings, Inc. common stock.
• The sales were executed under a Rule 10b5-1 trading plan adopted on May 7, 2024.
• The shares were sold at prices ranging from $3.60 to $3.70, with a weighted average price of $3.63.
• Following the transaction, BBAI Ultimate Holdings, LLC indirectly beneficially owns 70,233,518 shares.
• Several related entities and individuals, including AE Industrial Partners funds and managing members, are associated with the ownership of these shares.
• These parties disclaim beneficial ownership except to the extent of their pecuniary interest.

Sentiment

Score: 5

Explanation: Neutral sentiment as it reports a routine transaction under a pre-existing trading plan. The sale itself could be viewed as slightly negative, but the structured nature mitigates concern.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 trading plan, which can mitigate concerns about insider trading.

Negatives

• The sale of shares by a significant shareholder could be perceived negatively by the market.

Risks

• Further sales by BBAI Ultimate Holdings, LLC or related parties could put downward pressure on the stock price.
• The complex ownership structure involving multiple entities and individuals could create uncertainty for investors.

Future Outlook

The document does not contain specific forward-looking statements, but further transactions under the Rule 10b5-1 plan are possible.

Industry Context

Sales by major shareholders are common and often pre-planned, but can still influence market perception of the company's stock.

Comparison to Industry Standards

• Rule 10b5-1 trading plans are a common practice among corporate insiders to diversify their holdings while avoiding accusations of insider trading.
• The size of the sale (153,250 shares) is relatively small compared to the total shares outstanding, but the impact on the stock price will depend on market conditions and investor sentiment.

Stakeholder Impact

• Shareholders may react to the news of the sale, potentially impacting the stock price.
• The sale could influence investor confidence in the company.

Key Dates