Booz Allen (NYSE: BAH) CEO covers tax bill with 15,158 withheld shares

Rhea-AI Filing Summary

Booz Allen Hamilton Holding Corp President and CEO Horacio Rozanski had 15,158 shares of Class A common stock withheld on March 31, 2026 to cover tax obligations at an effective price of $78.03 per share. This exempt transaction under Rule 16b-3 is a non-market, tax-withholding disposition rather than an open-market sale. Following the transaction, he directly holds 672,587 shares, which include restricted stock units.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider ROZANSKI HORACIO

Role President and CEO

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	15,158	$78.03	$1.18M

Holdings After Transaction: Class A Common Stock — 672,587 shares (Direct)

Footnotes (1)

1. Exempt under Rule 16b-3. Includes restricted stock units.

Key Figures

Tax-withheld shares: 15,158 shares Withholding price: $78.03 per share Post-transaction holdings: 672,587 shares +1 more

4 metrics

Tax-withheld shares 15,158 shares Class A Common Stock withheld on March 31, 2026

Withholding price $78.03 per share Effective price for tax-withholding disposition

Post-transaction holdings 672,587 shares Direct holdings after tax withholding, includes RSUs

Tax-withholding transactions 1 transaction, 15,158 shares Summary of tax-withholding activity in this filing

Key Terms

tax-withholding disposition, Rule 16b-3, restricted stock units, Class A Common Stock

4 terms

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Rule 16b-3 regulatory

"Exempt under Rule 16b-3."

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

restricted stock units financial

"Includes restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Class A Common Stock financial

"security_title": "Class A Common Stock""

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

ROZANSKI HORACIO

(Last) (First) (Middle)

8283 GREENSBORO DRIVE

(Street)

MCLEAN VIRGINIA 22102

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Booz Allen Hamilton Holding Corp [ BAH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/31/2026		F		15,158(1)	D	$78.03	672,587(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Exempt under Rule 16b-3.

2. Includes restricted stock units.

Remarks:

	By: /s/ Jacob D. Bernstein, as Attorney-in-Fact for Horacio D. Rozanski	04/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Booz Allen (BAH) CEO Horacio Rozanski report in this Form 4?

Horacio Rozanski reported a tax-withholding disposition of 15,158 Booz Allen shares. The shares were withheld to satisfy tax obligations at $78.03 per share, a routine, non-market transaction. After this event, he directly holds 672,587 shares, including restricted stock units.

Was the Booz Allen (BAH) CEO’s transaction an open-market sale of shares?

No, the transaction was not an open-market sale. The 15,158 shares were withheld by the company to cover tax liabilities, classified as a tax-withholding disposition under code F. Such events are administrative and do not reflect a discretionary decision to sell shares on the market.

How many Booz Allen (BAH) shares does the CEO hold after this transaction?

After the tax-withholding event, Horacio Rozanski directly holds 672,587 shares of Booz Allen Class A common stock. This figure includes restricted stock units, indicating he retains a substantial equity stake in the company even after the shares were applied to cover tax obligations.

What does transaction code F mean in the Booz Allen (BAH) CEO’s Form 4?

Transaction code F indicates shares were used to pay the exercise price or related tax liability. For Booz Allen’s CEO, 15,158 shares were delivered at $78.03 per share to satisfy tax obligations, making this an exempt, non-market tax-withholding disposition under Rule 16b-3.

Why is the Booz Allen (BAH) CEO’s Form 4 marked exempt under Rule 16b-3?

The filing is marked exempt under Rule 16b-3 because the transaction involves issuer-related tax withholding rather than market trading. Shares were withheld to satisfy tax liabilities on equity compensation, a type of insider transaction the rule treats as exempt from normal short-swing profit rules.