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LDOS 8-K filings, explained
Every material Form 8-K Leidos has filed with the SEC since February 20, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Leidos Holdings, Inc. reported third quarter 2026 revenue of $4.63 billion and net income of $413 million, reflecting year-over-year revenue growth of 4%. Following strong quarterly performance, the company raised its full-year 2026 guidance for non-GAAP diluted EPS to a range of $12.50 to $12.70. Shareholders benefit from raised earnings expectations and increased quarterly cash dividends.
Revenues reached $4.63 billion for the third quarter ended October 2, 2026, up 4% year-over-year.
Non-GAAP diluted earnings per share grew 19% year-over-year to $3.62.
Full-year 2026 non-GAAP diluted EPS guidance was raised to $12.50 to $12.70.
Quarterly cash dividend was increased by 4.7% to $0.45 per share, payable on December 31, 2026.
Leidos said on October 5, 2026 that it had completed a joint venture with investment firm Altaris that combines its Security Enterprise Solutions business with Analogic under the Analogic brand. Under the new JV agreement, the AHP Investor will appoint a majority of the board, while Leidos keeps a minority board position, minority protective rights and a significant minority ownership stake. The filing does not disclose a purchase price or the financial results of the businesses.
JV closed on October 5, 2026, and the amended and restated LLC agreement was signed on the closing date.
The AHP Investor will appoint a majority of the JV board and hold majority voting power; Leidos will initially designate a minority of board seats.
No JV member, including Leidos, must make further capital contributions after closing; distributions are made at least once a year as the board determines.
After the seventh anniversary of the JV closing, Leidos has certain liquidity demand exit rights, subject to limitations in the agreement.
Leidos said its board increased to 11 members and elected Jeff McElfresh, AT&T's chief operating officer, as a director effective October 1, 2026. The board determined he is independent under New York Stock Exchange rules, and he joins the Corporate Governance and Ethics and Technology and Information Security committees. The filing describes a board addition rather than a change in company financial results or operations.
Jeff S. McElfresh elected director effective October 1, 2026; board size raised to 11 members.
Board determined McElfresh is independent under New York Stock Exchange requirements.
He will serve on the Corporate Governance and Ethics and Technology and Information Security committees.
Filing states no arrangements or understandings with any other person for his selection, and no related-party transactions under Item 404(a).
Leidos reported second-quarter fiscal 2026 revenue of $4.56 billion, up 7% year-over-year, while GAAP net income fell 9% to $356 million and GAAP diluted EPS fell to $2.81 from $3.01. The company raised its fiscal 2026 guidance for revenue, non-GAAP diluted EPS and operating cash flow, but GAAP profit declined from the prior year.
Revenue $4.56 billion, up 7% (4% organic); GAAP diluted EPS $2.81 vs. $3.01 a year earlier
Non-GAAP diluted EPS $3.26, up 2%; adjusted EBITDA $631 million, down 2%, with margin of 13.8% vs. 15.2%
At its May 1, 2026 Annual Meeting, Leidos stockholders elected all 10 board nominees to one-year terms and approved the 2026 Omnibus Incentive Plan and the 2026 Employee Stock Purchase Plan. Stockholders also approved, on a non-binding basis, the compensation of the named executive officers and ratified Deloitte & Touche LLP as auditor for the fiscal year ending January 1, 2027.
All 10 board nominees were elected, including Thomas A. Bell and Robert S. Shapard, each for a one-year term
Say-on-pay vote: 88,904,849 for, 4,449,801 against, 764,873 abstentions
2026 Omnibus Incentive Plan approved with 90,310,588 votes for and 3,322,318 against
Deloitte & Touche LLP ratified as independent registered public accounting firm with 97,307,718 votes for
Leidos reported first-quarter fiscal 2026 revenue of $4.4 billion, up 4% from a year earlier, and net income of $335 million, or $2.56 per diluted share, down 8%. Non-GAAP diluted EPS rose 5% to $3.13 after excluding $39 million in Entrust acquisition and joint venture costs, and the company raised its fiscal 2026 revenue and non-GAAP EPS guidance.
Revenue of $4.4 billion, up 4%, with 3% organic growth
GAAP diluted EPS of $2.56 vs. $2.77; non-GAAP diluted EPS of $3.13, up 5%
Fiscal 2026 revenue guidance raised to $18.00 billion to $18.40 billion from $17.50 billion to $17.90 billion
Fiscal 2026 non-GAAP diluted EPS guidance raised to $12.10 to $12.50 from $12.05 to $12.45
Leidos agreed on April 14, 2026 to combine its Security Enterprise Solutions and Industrial Automation businesses with Analogic, a portfolio company of Altaris, in a new joint venture. Leidos will hold 41.5% of the joint venture and the Altaris entities will hold 58.5%, and the deal is expected to close in the second half of 2026 subject to regulatory approvals. The filing does not disclose a purchase price, and the press release says Leidos will contribute about $625 million in projected 2026 revenue and roughly 1,500 employees.
Leidos will hold 41.5% of the new joint venture; Altaris-affiliated entities will hold 58.5%
Leidos will contribute about 1,500 employees representing $625 million in projected 2026 revenue
Closing is expected in the second half of 2026, subject to Hart-Scott-Rodino review and other regulatory approvals
Either party may terminate if the deal is not completed by the six-month anniversary of signing, with an automatic three-month extension
Leidos completed its acquisition of ENTRUST, a provider of engineering and infrastructure services, on March 27, 2026, paying $2.4 billion in cash, subject to customary adjustments for cash, debt, transaction expenses and net working capital. The company says the deal expands its energy infrastructure business and adds more than 3,100 professionals, but the filing does not disclose ENTRUST's financial results or the deal's effect on Leidos' earnings.
Leidos purchased all outstanding shares of KENE Parent, Inc. (ENTRUST) from KENE Holdings, L.P. for $2.4 billion in cash, closing on March 27, 2026
The purchase agreement is dated January 23, 2026; the price is subject to adjustments for ENTRUST's cash, debt, transaction expenses and net working capital
Leidos says ENTRUST brings more than 3,100 professionals and effectively doubles its presence in the energy infrastructure market
Leidos reported annual revenue of approximately $17.2 billion for the fiscal year ended January 2, 2026
Leidos subsidiary Leidos, Inc. issued $600 million of 4.100% notes due 2029 and $800 million of 5.000% notes due 2036 on March 2, 2026. Estimated net proceeds of about $1,387 million will help fund the proposed purchase of ENTRUST, but the notes must be redeemed at 101% if that deal is not completed by the deadline.
Total principal of $1.4 billion: $600 million of 2029 notes and $800 million of 2036 notes
Estimated net proceeds of approximately $1,387 million, earmarked for part of the ENTRUST acquisition consideration
Special mandatory redemption at 101% of principal if the ENTRUST deal is not completed by August 14, 2026, or is abandoned
Notes are senior unsecured obligations guaranteed by Leidos Holdings, with first interest payments due September 15, 2026
Leidos amended and restated its credit agreement on February 12, 2026, increasing its revolving credit facility from $1.0 billion to $1.5 billion and extending its maturity to five years after the effective date. The company also lowered the unused commitment fee range and removed a 0.10% credit spread adjustment, while no revolver borrowings were outstanding at signing.
Revolving credit facility commitments increased from $1.0 billion to $1.5 billion
Revolver maturity extended to five years after the February 12, 2026 Restatement Effective Date
Unused commitment fee reduced to 0.08% to 0.20% per annum from 0.09% to 0.25%
No borrowings were outstanding under the revolver as of the effective date; term loan terms unchanged
Leidos reported fourth-quarter revenue of $4.2 billion, down 4% year over year, while diluted EPS rose 19% to $2.53, which the company attributed to the six-week government shutdown and the prior-year extra work week. For fiscal 2025, revenue grew 3% to $17.2 billion and diluted EPS rose 21% to $11.14, and Leidos issued fiscal 2026 guidance calling for revenue of $17.5 billion to $17.9 billion and non-GAAP diluted EPS of $12.05 to $12.45. The company also agreed to acquire power design firm Entrust for $2.4 billion, expected to close in the first half of fiscal 2026.
Q4 revenue $4.2 billion, down 4%; Q4 net income $335 million, up 19%
FY2025 revenue $17.2 billion, up 3%; FY2025 diluted EPS $11.14, up 21%
FY2026 guidance: revenue $17.5 billion to $17.9 billion; non-GAAP diluted EPS $12.05 to $12.45
Entrust acquisition for $2.4 billion, subject to customary adjustments; expected close in first half of fiscal 2026
Leidos agreed on January 23, 2026 to buy ENTRUST Solutions Group, an engineering and design firm serving utilities, for a base price of $2.4 billion in cash, subject to customary adjustments. The company expects the deal to close in the second quarter of 2026 and says it will be immediately accretive to revenue growth and adjusted EBITDA margin, and accretive to non-GAAP diluted EPS in 2027.
Base purchase price of $2.4 billion in cash, adjusted for ENTRUST's cash, debt, transaction expenses and net working capital
Financing includes a $1.4 billion 364-day bridge facility from Citigroup, with the company also citing $500 million of cash on hand and $500 million of commercial paper in its investor presentation
Closing expected in Q2 2026, subject to HSR antitrust waiting period and other conditions; either party may terminate if the deal is not closed by August 14, 2026
Investor presentation shows pro forma gross leverage of 2.6x at close
Leidos reported third-quarter fiscal 2025 results with revenue of $4.47 billion, up 7% from a year earlier, and net income of $369 million, or $2.82 per diluted share, up 5%. The company raised its fiscal 2025 non-GAAP diluted EPS guidance to $11.45 to $11.75 from $11.15 to $11.45 and held its revenue guidance at $17.00 to $17.25 billion.
Q3 revenue of $4.47 billion, up 7% year-over-year, including 6% organic growth
Non-GAAP diluted EPS of $3.05, up 4%; GAAP net income margin fell to 8.3% from 8.6%
FY25 non-GAAP diluted EPS guidance raised to $11.45 to $11.75 from $11.15 to $11.45
Quarterly dividend declared at $0.43 per share, up 7.5%, payable December 31, 2025
Leidos reported second-quarter fiscal 2025 revenue of $4.3 billion, up 3% from a year earlier, and net income of $393 million, or $3.01 per diluted share, up 27% in EPS. The company raised its full-year 2025 guidance for revenue, adjusted EBITDA margin, non-GAAP diluted EPS and operating cash flow, which is a positive signal for shareholders.
Q2 revenue of $4,253 million versus $4,132 million a year earlier; diluted EPS $3.01 versus $2.37
Non-GAAP diluted EPS of $3.21, up 22%; included a $25 million insurance reimbursement for prior-period legal costs
FY25 non-GAAP diluted EPS guidance raised to $11.15-$11.45 from $10.35-$10.75
Quarterly dividend of $0.40 per share declared August 1, 2025, payable September 30, 2025
Leidos reported first-quarter fiscal 2025 revenue of $4.25 billion, up 7%, and net income of $365 million, or $2.77 per diluted share, up 34% from $2.07 a year earlier. The company reaffirmed its full-year 2025 guidance, including revenue of $16.90 billion to $17.30 billion and non-GAAP diluted EPS of $10.35 to $10.75, while operating cash flow fell to $58 million from $113 million.
Revenue $4.25 billion, up 7%; net income $365 million, up 29%; GAAP diluted EPS $2.77 versus $2.07
Non-GAAP diluted EPS $2.97, up 30%; adjusted EBITDA $601 million, a 14.2% margin
Operating cash flow $58 million versus $113 million a year earlier; free cash flow $36 million
Backlog recast under a new policy to $46.3 billion; company also disclosed a pending $300 million cyber acquisition and a $500 million accelerated share repurchase
Leidos subsidiary Leidos, Inc. sold $1 billion of senior unsecured notes in two $500 million tranches, due 2032 (5.400%) and 2035 (5.500%). Proceeds are planned for a tender offer for 3.625% notes due 2025, share repurchases, a partial term loan paydown, potential acquisitions and fees.
Two $500 million tranches: 5.400% notes due March 15, 2032 and 5.500% notes due March 15, 2035
Proceeds intended for tender offer of 3.625% notes due 2025, term loan repayment, share repurchases and potential acquisitions
Notes are guaranteed by Leidos Holdings, Inc.; interest is payable semi-annually from September 15, 2025
Holders can require repurchase at 101% of principal upon a change of control triggering event
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Leidos filing is on SEC EDGAR ↗. 8-K briefs of other companies →