Form 4: BigBear.ai Holdings Sees Significant Share Sales by Pangiam Ultimate Holdings and Affiliates

Pangiam Ultimate Holdings and related entities, including AE Industrial Partners, sold a substantial number of BigBear.ai shares in multiple transactions on March 12 and 13, 2025.

Summary

• Pangiam Ultimate Holdings, LLC, along with several affiliated entities including AE Industrial Partners, reported the sale of BigBear.ai Holdings, Inc. common stock on March 12 and 13, 2025.
• On March 12, 2025, 3,629,108 shares were sold at a weighted average price of $3.33, with individual prices ranging from $3.25 to $3.46.
• On March 13, 2025, an additional 1,707,837 shares were sold at a weighted average price of $3.28, with individual prices ranging from $3.25 to $3.33.
• Following these transactions, the reporting entities still beneficially own 35,164,399 shares.
• The filing also notes the inclusion of 21,938 restricted stock units (RSUs) granted on January 22, 2025, which were previously omitted from Form 4 filings.
• Several individuals associated with AE Industrial Partners, including Michael R. Greene and David H. Rowe, exercise voting and dispositive power over the shares held by BBAI Ultimate Holdings, LLC and Pangiam Ultimate Holdings, LLC.
• The entities and individuals associated with AE Industrial Partners disclaim beneficial ownership of the reported shares except to the extent of their pecuniary interest.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the large volume of shares being sold by significant shareholders, which could indicate a lack of confidence or a strategic shift. However, the entities still hold a substantial number of shares.

Positives

• The inclusion of previously omitted restricted stock units (RSUs) provides a more accurate representation of holdings.

Negatives

• Significant share sales by major shareholders could be interpreted negatively by the market.

Risks

• Continued selling pressure from major shareholders could further depress the stock price.
• The market may react negatively to the large volume of shares being sold.

Industry Context

Form 4 filings are standard disclosures for insiders selling shares; the significance depends on the size of the sale relative to overall holdings and trading volume.

Stakeholder Impact

• Shareholders may be concerned about the decrease in ownership by major holders.
• Employees may experience uncertainty due to the change in ownership structure.

Key Dates