[SCHEDULE 13G] BigBear.ai Holdings, Inc. SEC Filing

Rhea-AI Filing Summary

The Vanguard Group has filed a Schedule 13G reporting a passive ownership position in Atomera Inc. (ATOM) as of 30 June 2025.

The filing discloses 1,620,488 common shares beneficially owned, equal to 5.27 % of Atomera’s outstanding stock. Vanguard holds 0 shares with sole voting power and 28,506 shares with shared voting power, while possessing 1,581,400 shares with sole dispositive power and 39,088 shares with shared dispositive power. The investment adviser filed under Rule 13d-1(b), confirming the stake is held in the ordinary course of business on behalf of clients rather than for control purposes. No other single client owns more than 5 % through Vanguard.

The disclosure lifts Atomera’s visible institutional ownership, potentially supporting trading liquidity and market credibility, but it conveys no activist intent or immediate governance influence.

Positive

• Vanguard’s 1.62 M-share position raises institutional ownership to 5.27 %, enhancing market credibility and potential liquidity.
• Stake is passive, reducing risk of disruptive activist campaigns while still signaling confidence from a top asset manager.

Negative

• Vanguard retains no sole voting power, limiting any supportive voice in critical shareholder matters.
• Large passive stake could become an overhang if index rebalancing triggers future sales.

Insights

Portfolio Manager

TL;DR – Vanguard’s 5.27 % passive stake modestly boosts ATOM’s institutional profile and liquidity; overall positive signal.

Crossing the 5 % threshold brings a major index manager onto Atomera’s share register. Vanguard’s buying adds demand from diversified funds, which can tighten spreads and raise trading volumes. While passive, the holding affirms the company’s inclusion in relevant benchmarks, easing future capital raises. Because the adviser has almost no voting power, governance impact is minimal, but the credibility uplift and larger free-float visibility are constructive for the equity story.

Corporate Governance Analyst

TL;DR – No voting control means Vanguard unlikely to sway Atomera’s strategy; governance impact neutral.

Sole voting power is recorded at zero and shared voting at just 28.5 k shares, indicating most of the stake is held in index funds that routinely outsource proxy decisions. Consequently, shareholders should not expect Vanguard-driven activism or board pressure. The passive nature reduces takeover speculation and keeps management autonomy intact. For governance watchers, the filing is informational rather than transformative.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

BigBear.ai Holdings Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

08975B109

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 08975B109

1

Names of Reporting Persons

The Vanguard Group

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 242,355.00
7	Sole Dispositive Power 20,334,061.00
8	Shared Dispositive Power 479,885.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

20,813,946.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

7.14 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: BigBear.ai Holdings Inc
(b)	Address of issuer's principal executive offices: 6811 Benjamin Franklin Dr, Suite 200, Columbia, MD, 21046
Item 2.
(a)	Name of person filing: The Vanguard Group
(b)	Address or principal business office or, if none, residence: 100 Vanguard Blvd., Malvern, PA 19355
(c)	Citizenship: PA
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 08975B109
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 20813946
(b)	Percent of class: 7.14 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 242355
	(iii) Sole power to dispose or to direct the disposition of: 20334061
	(iv) Shared power to dispose or to direct the disposition of: 479885
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. The Vanguard Group, Inc.'s clients, including investment companies registered under the Investment Company Act of 1940 and other managed accounts, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities reported herein. No one other person's interest in the securities reported herein is more than 5%.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The Vanguard Group

Signature:	Ashley Grim
Name/Title:	Head of Global Fund Administration
Date:	07/29/2025

FAQ

Why did Vanguard file a Schedule 13G on Atomera (ATOM)?

Because its beneficial ownership exceeded 5 % of Atomera’s common stock, triggering SEC disclosure requirements.

How many Atomera shares does Vanguard now own?

The filing reports 1,620,488 shares beneficially owned as of 30 June 2025.

What percentage of Atomera’s outstanding shares does this represent?

The stake equals 5.27 % of the company’s common stock.

Does Vanguard control voting rights for its Atomera position?

It has 0 shares with sole voting power and 28,506 with shared voting power, so governance influence is minimal.

Is Vanguard’s stake considered active or passive?

The Schedule 13G indicates a passive investment held in the ordinary course of business as an investment adviser.