Booz Allen (NYSE: BAH) EVP reports RSU vesting and tax-withholding share disposition
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Booz Allen Hamilton Holding Corp Executive Vice President Thomas Pfeifer reported routine equity compensation activity involving Class A Common Stock. On May 19, 2026, he acquired 10,218 shares at no cost from the vesting and payout of performance-based restricted stock units granted under the company’s Equity Incentive Plan.
On the same date, 3,665 shares were disposed of at $77.00 per share to cover exercise price or tax liabilities, a non-market tax-withholding disposition. Following these transactions, Pfeifer directly owned 44,537 shares of Class A Common Stock, a figure that includes restricted stock units.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Pfeifer Thomas
Role
Executive Vice President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock | 10,218 | $0.00 | -- |
| Tax Withholding | Class A Common Stock | 3,665 | $77.00 | $282K |
Holdings After Transaction:
Class A Common Stock — 44,537 shares (Direct, null)
Footnotes (1)
- Shares acquired from the vesting and payout of performance-based restricted stock units granted in fiscal year 2024 pursuant to the Issuer's Equity Incentive Plan, as amended, exempt under Rule 16b-3. Includes restricted stock units. Exempt under Rule 16b-3.
Key Figures
Tax-withheld shares: 3,665 shares at $77.00
RSU vesting shares: 10,218 shares
Post-transaction holdings: 44,537 shares
+3 more
6 metrics
Tax-withheld shares
3,665 shares at $77.00
Tax-withholding disposition on May 19, 2026
RSU vesting shares
10,218 shares
Performance-based RSUs vested under Equity Incentive Plan
Post-transaction holdings
44,537 shares
Direct Class A Common Stock, including RSUs, after transactions
Tax-withholding value
$77.00 per share
Price used for 3,665-share disposition
Tax-withholding shares count
3,665 shares
Reported as tax-withholding disposition (Code F)
Award acquisition code
Code A
Grant/award acquisition of 10,218 shares
Key Terms
performance-based restricted stock units, restricted stock units, Rule 16b-3, tax-withholding disposition, +1 more
5 terms
performance-based restricted stock units financial
"Shares acquired from the vesting and payout of performance-based restricted stock units granted in fiscal year 2024"
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
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.
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.
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.
Equity Incentive Plan financial
"pursuant to the Issuer's Equity Incentive Plan, as amended"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
FAQ
What did Booz Allen (BAH) Executive Vice President Thomas Pfeifer report in this Form 4?
Thomas Pfeifer reported routine equity compensation activity. He received 10,218 Class A Common shares from vesting performance-based RSUs and had 3,665 shares withheld at $77.00 per share to cover related tax or exercise obligations.
Were Thomas Pfeifer’s Booz Allen (BAH) transactions open-market buys or sales?
No, the transactions were not open-market trades. Pfeifer received 10,218 shares as a grant or award and 3,665 shares were disposed of to satisfy tax or exercise obligations, a tax-withholding disposition rather than a voluntary market sale.
What is the role of performance-based RSUs in Thomas Pfeifer’s Booz Allen (BAH) equity award?
The 10,218 shares were acquired from vesting and payout of performance-based restricted stock units granted in fiscal 2024 under Booz Allen’s Equity Incentive Plan, rewarding performance outcomes rather than being purchased on the open market.