Booz Allen Hamilton Holding Corp

Fiscal Year 2027 Vesting Schedule Adjustments

On October 20, 2026, the Compensation, Culture and People Committee of the Board of Directors (the “Board”) approved a modification to the vesting schedule applicable to the time-based restricted stock units (RSUs) granted to our executive officers in connection with the Company’s fiscal 2027 annual equity grants. The time-based RSUs were originally scheduled to vest in three equal installments over a three-year period, subject solely to the executive officer’s continued employment through each applicable vesting date. Effective as of October 20, 2026, the time-based RSUs will instead vest on a quarterly basis over a three-year period, with approximately 16.67% of the time-based RSUs vesting on November 6, 2026 (to account for the quarterly installment that would otherwise have vested during the first fiscal quarter of fiscal year 2027) and the remaining 83.33% vesting in ten equal quarterly installments beginning on January 13, 2027, in each case, subject to the executive officer’s continued employment through each applicable vesting date.

Adoption of Amended and Restated Bylaws

On and effective as of October 21, 2026, the Company adopted the amended and restated bylaws (the “Amended and Restated Bylaws”). The changes to the Amended and Restated Bylaws, among other things, (i) relate to the designation of, and the roles and responsibilities of, certain of the Company’s officer positions, including clarifying the respective roles of the Chief Executive Officer, President, Chief Financial Officer and Treasurer, (ii) enhance the procedural mechanics applicable to stockholder requests to call special meetings, (iii) update the procedural and informational requirements for stockholder nominations and business proposals, and (iv) revise the provisions related to the conduct, adjournment and postponement of stockholder meetings. In addition to the amendments described above, the Amended and Restated Bylaws also incorporate other administrative, clarifying and conforming changes. The description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, filed herewith as Exhibit 3.1 to this Form 10-Q and is incorporated by reference herein.

Leadership Updates

The Company is combining the leadership of its intelligence and global defense businesses under Tom Pfeifer, who will continue as President of the National Security Sector and, as a result, effective November 2, 2026, Andrea Inserra will no longer serve as President of the Global Defense Sector.

Additionally, on October 21, 2026, Gretchen McClain, a member of the Board of the Company informed the Board of her intention to retire as a member of the Board for health-related reasons, effective immediately. In connection with Ms. McClain’s retirement, effective as of October 21, 2026, the Board appointed Rory Read as Chair of the Compensation, Culture and People Committee of the Board.