=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-06-14
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: BigBear.ai Holdings, Inc. (BBAI)
CIK: 0001836981
--- Reporting Owner ---
Name: PANGIAM ULTIMATE HOLDINGS, LLC
CIK: 0001832284
Role: Director
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Common Stock
Date: 2026-06-14 | Code: A (Grant or award)
Shares: +36,070 | Price: $0.00
Shares Owned After: 299,506 | Ownership: I (Indirect) | Nature: See footnotes
Footnotes:
[F1] The reported restricted stock units ("RSU") were granted to Kirk Michael Konert on June 14, 2026 in his capacity as a member 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 were granted on June 14, 2026, vest on June 14, 2027, and shall be settled within sixty days of the vesting date. The reported RSUs will be assigned to AE Industrial Partners, LP. Prior to such vesting and assignment, Kirk Michael Konert will hold the reported securities for the benefit of AE Industrial Partners, LP and he will disclaim all right title and interest in such securities.
[F2] Each of the foregoing entities and individuals disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
[F3] 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, which is the general partner of AE Industrial Partners Fund II GP, LP ("AE Fund II GP"). AE Industrial Partners Fund II-B, LP ("AE Fund II-B"), AE Industrial Partners Fund II, LP ("AE Fund II LP") and AE Industrial Partners Fund II-A, LP ("AE Fund II-A" and together with AE Fund II-B and AE Fund II LP, the "AE Funds") are the controlling equityholders of BBAI Ultimate Holdings, LLC and Pangiam Ultimate Holdings, LLC. AE Fund II GP is the general partner of each of the AE Funds. Each of the foregoing is an "AE Party" and collectively, the "AE Parties."
--- Footnotes (Complete Index) ---
F1: The reported restricted stock units ("RSU") were granted to Kirk Michael Konert on June 14, 2026 in his capacity as a member 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 were granted on June 14, 2026, vest on June 14, 2027, and shall be settled within sixty days of the vesting date. The reported RSUs will be assigned to AE Industrial Partners, LP. Prior to such vesting and assignment, Kirk Michael Konert will hold the reported securities for the benefit of AE Industrial Partners, LP and he will disclaim all right title and interest in such securities.
F2: Each of the foregoing entities and individuals disclaims beneficial ownership of the shares reported hereby, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
F3: 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, which is the general partner of AE Industrial Partners Fund II GP, LP ("AE Fund II GP"). AE Industrial Partners Fund II-B, LP ("AE Fund II-B"), AE Industrial Partners Fund II, LP ("AE Fund II LP") and AE Industrial Partners Fund II-A, LP ("AE Fund II-A" and together with AE Fund II-B and AE Fund II LP, the "AE Funds") are the controlling equityholders of BBAI Ultimate Holdings, LLC and Pangiam Ultimate Holdings, LLC. AE Fund II GP is the general partner of each of the AE Funds. Each of the foregoing is an "AE Party" and collectively, the "AE Parties."
--- Signature ---
/s/ /s/ Sean Ricker (2026-06-15)
