| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement
(Month/Day/Year) 11/02/2026 | 3. Issuer Name and Ticker or Trading Symbol
Booz Allen Hamilton Holding Corp [ BAH ] Foreign Trading Symbol | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 26,124.466(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Employee Stock Option (right to buy) | (2) | 05/22/2029 | Class A Common Stock | 15,391 | 62.12 | D | |
| Employee Stock Option (right to buy) | (3) | 12/30/2035 | Class A Common Stock | 13,229 | 85.15 | D | |
| Explanation of Responses: |
| 1. Includes 7,144 restricted stock units, issued under the Issuer's 2023 Equity Incentive Plan exempt under Rule 16b-3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class A common stock upon vesting. 1,852 of the restricted stock units vest on 3/31/27 and 1,537 of the restricted stock units vest on 3/31/28, subject to the Reporting Person's continued service through each applicable vesting date. 3,755 of the restricted stock units vest quarterly over a three-year period, with approximately 16.67% vesting on 11/6/26 and the remaining 83.33% vesting in ten quarterly installments beginning on 1/13/27, subject to the Reporting Person's continued service through each applicable vesting date. |
| 2. All options are fully vested and exercisable. |
| 3. These options vest and become exercisable, subject to the reporting person's continued employment, on December 18, 2026, 2027, 2028, 2029, and 2030. These options fully vest and become exercisable immediately prior to the effective date of certain change in control events. |
| Remarks: |
| By: /s/ Jamie Weatherby, as Attorney-in-Fact for John Bradley Medairy | 11/09/2026 | |
| ** 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 5 (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. | ||
Booz Allen Hamilton Restricted POWER OF ATTORt'IEY Know by all these present, that the undersigned hereby constitutes and appoints each of Jacob D. Bernstein, Susanna Patton, Joshua Petty and Jamie Weatherby signing singly, the undersigned's true and la'v ful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Booz Allen Hamilton Holding Corporation (the "Companv"), Forms 3, 4 and 5 in accordance ,vith Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the tmdersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in fact' s discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and po,vers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substituti0n or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes_, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not, nor is the Company, assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the under:signed is no longer required to file Forms 3, 4 and 5 with respect to the undersigned"s holdings of and transactions in securities issued by the Coinpany, unless earlier revoked by the undersigned in a signed v.Titing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 29th day of October , 2026.