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SAIC 8-K filings, explained
Every material Form 8-K Science Applications Intl has filed with the SEC since September 25, 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.
Science Applications International Corp. priced a private offering of $500 million in 6.75% senior notes due 2034, upsized from the $400 million it first announced, at 100% of principal. The company plans to use the net proceeds to redeem all of its outstanding 4.875% Senior Notes due 2028, which refinances existing debt and does not change the company's reported results. The offering is expected to close on or about November 13, 2026, subject to customary closing conditions.
Priced $500 million of 6.75% senior notes due 2034 at 100% of principal, up from the $400 million announced at launch
Net proceeds to redeem all outstanding 4.875% Senior Notes due 2028, with any remainder for general corporate purposes
Redemption of the 2028 Notes is conditioned on closing of the offering
SAIC said Kenneth Crews, former Corporate Vice President and CFO of Northrop Grumman, will become Executive Vice President and Chief Financial Officer effective December 7, 2026, after joining as CFO-elect on October 30, 2026. Prabu Natarajan, the current CFO, will become permanent Executive Vice President of the Civilian Business Group and will cease being CFO as of the effective date.
Kenneth (Ken) Crews, age 45, joins October 30, 2026 as CFO-elect and assumes the CFO role December 7, 2026
Crews' annual base salary is $740,000, with a short-term incentive cash bonus target of 100% of base salary
Crews receives a one-time sign-on cash payment of $250,000 and a sign-on RSU award with a $2,000,000 grant date value
Prabu Natarajan becomes permanent Executive Vice President, Civilian Business Group, and continues as Executive Vice President of Enterprise Operations
SAIC reported second-quarter fiscal 2027 revenue of $1.88 billion, up about 6%, but net income fell 20% to $102 million and diluted EPS fell 12% to $2.38. The company raised its fiscal 2027 guidance for revenue, adjusted EBITDA, adjusted EBITDA margin and adjusted diluted EPS, while reiterating its free cash flow guidance.
Q2 revenue $1.88 billion, up 6%; organic growth 5.3%
Net income $102 million, down 20%; diluted EPS $2.38 vs. $2.71; adjusted diluted EPS $3.01 vs. $3.63
Fiscal 2027 adjusted diluted EPS guidance raised to $10.65-$10.75 from $9.90-$10.10; revenue guidance raised to $7.2 billion-$7.3 billion
Estimated backlog $22.1 billion at quarter end; quarterly dividend of $0.37 per share payable October 23, 2026
Science Applications International Corporation entered into Amendment No. 6 to its Master Accounts Receivable Purchase Agreement with MUFG Bank, Ltd. on August 14, 2026. The amendment raises the facility limit for selling eligible U.S. government receivables from $300 million to $400 million, with other terms unchanged. The change expands the company's receivables financing capacity, but the filing does not describe any financial results or effect on earnings.
Amendment No. 6 dated August 14, 2026, with MUFG Bank, Ltd. as purchaser
Facility limit for sale of designated eligible U.S. government receivables increased to $400 million from $300 million
Remaining material terms of the existing purchase agreement are unchanged
Filed as Exhibit 10.1 with the 8-K dated August 19, 2026
Science Applications International Corporation said David Benson and David Cush will join its Board of Directors effective August 20, 2026, and the Board size will rise from ten to twelve. Both will serve on the Audit Committee, with Benson also joining the Human Resources and Compensation Committee and Cush joining the Nominating and Corporate Governance Committee. The filing describes board-level governance changes with no reported financial figures.
David Benson, former President of Fannie Mae (2018 to 2024), and David Cush, former CEO of Service King Collision and Virgin America, appointed as directors
Board size increased from ten to twelve members; initial term runs until the 2027 annual meeting of stockholders
Directors receive standard non-employee director cash and equity compensation, pro-rated until the 2027 annual meeting
SAIC reported first-quarter fiscal 2027 revenue of $1.91 billion, up about 2%, with net income of $115 million, up from $68 million a year earlier. The company raised its adjusted EBITDA and adjusted diluted EPS guidance for fiscal 2027 and reiterated its revenue and free cash flow guidance, which matters to shareholders because the higher profit outlook points to stronger expected earnings, though the quarter included a $12 million gain from an investment sale.
Revenues were $1.91 billion, up 2% from $1.88 billion; organic growth was about 0.5% after adjusting for the SilverEdge acquisition, which added $19 million.
Diluted EPS was $2.61 versus $1.42 a year earlier; adjusted diluted EPS was $3.23 versus $1.92.
Adjusted diluted EPS guidance was raised to $9.90 to $10.10 from $9.50 to $9.70; adjusted EBITDA guidance was raised to $720 million to $730 million from $705 million to $715 million.
The Board declared a quarterly dividend of $0.37 per share, payable July 24, 2026 to holders of record on July 10, 2026.
Science Applications International Corp. said Srinivas Attili, Executive Vice President of its Civilian Business Group, stepped down from that role effective May 29, 2026, as part of an internal reorganization, and will leave the company on or about June 12, 2026. He is set to receive severance under the company's executive policy in exchange for a release of claims and a two-year non-compete, which is a routine leadership transition that the filing does not tie to any financial result.
Srinivas Attili stepped down as Executive Vice President, Civilian Business Group, effective May 29, 2026
Departure from the company is expected on or about June 12, 2026
Severance under Section 5 of the Executive Severance, Change in Control and Retirement Policy, conditioned on a release of claims and a two-year non-compete
Science Applications International Corporation appointed Paul Eremenko and retired Admiral Michael Rogers to its Board of Directors, effective April 8, 2026, with terms running until the 2026 annual meeting of stockholders. The Company increased board size from eleven to thirteen members to accommodate them. Both will serve on the Audit and Technology Committees and receive standard non-employee director pay, prorated until the annual meeting.
Paul Eremenko and Admiral Michael Rogers, USN Retired, appointed to the Board effective April 8, 2026
Board expanded from eleven to thirteen members
Both will serve on the Audit Committee and the Technology Committee
Directors may defer 100% of cash retainer and meeting fees under the Deferred Compensation Plan
Science Applications International Corporation reported fourth-quarter fiscal 2026 revenue of $1.75 billion, down 5% from a year earlier, while adjusted diluted EPS rose 2% to $2.62 and GAAP diluted EPS fell 7% to $1.87. For the full year, revenue fell 3% to $7.26 billion, but diluted EPS rose 7% to $7.70. The company gave fiscal 2027 adjusted diluted EPS guidance of $9.50 to $9.70 and reiterated its revenue guidance of $7.0 billion to $7.2 billion.
Q4 net income was $85 million, down 13%, and diluted EPS was $1.87 versus $2.00 a year earlier.
Full-year fiscal 2026 net income was $358 million; adjusted diluted EPS was $10.75, up 18% from $9.13.
FY2027 guidance: revenue $7.0 billion to $7.2 billion, adjusted EBITDA $705 million to $715 million, adjusted diluted EPS $9.50 to $9.70.
Estimated backlog at fiscal year-end was $22.6 billion, of which $3.6 billion was funded; Q4 book-to-bill ratio was 0.3.
Science Applications International Corp. appointed James Reagan as chief executive officer, effective February 17, 2026, replacing his role as interim CEO held since October 23, 2025. The filing describes his base salary, bonus target and long-term incentive award, which give shareholders the terms of the permanent appointment.
Reagan has served as interim CEO since October 23, 2025, and was previously a board member from January 2023.
Initial compensation: $1,200,000 base salary, short-term incentive target of 150% of salary, and $7,500,000 in long-term incentive awards (40% RSUs, 60% PSUs).
Reagan previously served as Executive Vice President and Chief Financial Officer of Leidos Holdings from July 2015 until July 2021.
The filing contains no financial results; it was furnished as Exhibit 99.1 with a press release dated February 17, 2026.
SAIC reported preliminary unaudited results for fiscal 2026 and cut its fiscal 2027 revenue guidance to $7.0 billion-$7.2 billion from $7.35 billion-$7.55 billion, now expecting an organic revenue decline of 2% to 4%. The company cited two unfavorable recompete award decisions and procurement delays. FY2026 adjusted EBITDA and adjusted diluted EPS came in above prior expectations, but revenue was modestly below, and FY2027 adjusted EBITDA guidance was lowered.
FY2026 revenue of about $7.26 billion, versus prior guidance of $7.275 billion-$7.325 billion; adjusted EBITDA of about $705 million, versus prior about $695 million
FY2026 adjusted diluted EPS of $10.40-$10.60, versus prior $9.80-$10.00; free cash flow of $570 million-$575 million, versus prior above $550 million
FY2027 adjusted EBITDA guidance of $705 million-$715 million, down from $725 million-$735 million; adjusted EBITDA margin raised to 9.9%-10.1% from 9.7%-9.9%
Full fourth quarter and fiscal 2026 results are scheduled for March 16, 2026, before market open; CFO Prabu Natarajan presents at the TD Cowen conference on February 11, 2026 at 4:20 PM ET
SAIC reported third-quarter fiscal 2026 revenue of $1.87 billion, down 6% from a year earlier, and net income of $78 million, down 26%. Adjusted diluted EPS was $2.58 versus $2.61, and the company raised its fiscal 2026 adjusted diluted EPS guidance to $9.80-$10.00 from $9.40-$9.60, which signals higher expected per-share profit despite lower quarterly sales.
Revenue was $1,866 million versus $1,976 million a year earlier; net income was $78 million versus $106 million.
Diluted EPS was $1.69 versus $2.13; adjusted diluted EPS was $2.58 versus $2.61.
Fiscal 2026 adjusted diluted EPS guidance was raised to $9.80-$10.00 from $9.40-$9.60; revenue guidance is $7.275 billion-$7.325 billion.
Board declared a quarterly dividend of $0.37 per share on December 2, 2025, payable January 28, 2026.
SAIC announced an internal reorganization that combines its five business groups into three, effective January 31, 2026. Executive Vice President David C. Ray, who leads the Space and Intelligence group, will step down immediately and leave the company on January 30, 2026, and will receive severance in exchange for a release of claims and a two-year non-compete. The filing gives no dollar figures for costs or savings from the restructuring.
Five business groups will be consolidated into three effective January 31, 2026: Army Navy (ANG), Air Force, Space and Intelligence (AFSI), and Civilian
Barbara Supplee will lead ANG, Vinnie DiFronzo will lead AFSI, and Srini Attili will continue to lead Civilian
David C. Ray departs January 30, 2026; Josh Jackson and Chief Innovation Officer Lauren Knausenberger also depart
The Chief Innovation Office will be restructured; the filing gives no dollar figures for restructuring costs or savings
Science Applications International Corp. replaced CEO Toni Townes-Whitley with board member James Reagan as interim chief executive, effective October 23, 2025, and is searching for a permanent CEO. The company reaffirmed its fiscal 2026 guidance but said a prolonged federal government shutdown could impair its ability to achieve it and that it may reassess that guidance.
James C. Reagan, a board member since January 2023 and former Leidos CFO, named interim CEO effective October 23, 2025.
Reagan's base salary is $1,200,000, with a short-term bonus target of 150% of salary and $2,000,000 in long-term RSU awards.
Townes-Whitley departed without cause and receives severance benefits in exchange for a release and a two-year non-compete.
The company reaffirmed fiscal 2026 guidance first issued September 4, 2025, and may reassess it depending on the government shutdown.
On September 30, 2025, SAIC entered into an Eighth Amendment to its credit agreement with Citibank, N.A. as administrative agent, establishing a new $1.1 billion senior secured term loan A and a new $1.0 billion revolving credit facility, both maturing September 30, 2030. Proceeds repaid the existing term loans and revolving loans, and the filing says the company also used part of the funds to add cash to its balance sheet.
New term loan A commitment of $1,100,000,000, borrowed in full on the September 30, 2025 closing date, maturing September 30, 2030
New $1,000,000,000 revolving credit facility, with a termination date of September 30, 2030, used to refinance the existing revolver
Quarterly amortization begins October 31, 2026 at 0.625%, rising to 1.25% on October 31, 2027 and 1.875% on October 31, 2028
Facilities are secured by substantially all assets of SAIC and guaranteed by its wholly owned domestic subsidiaries; the 0.10% credit spread adjustment was eliminated
Science Applications International closed a $500 million private offering of 5.875% Senior Notes due 2033 on September 25, 2025, receiving net proceeds of about $493.0 million. The company plans to use the proceeds mainly to repay all borrowings under its revolving credit facility, with any remainder for general corporate purposes.
Principal amount: $500 million of 5.875% Senior Notes due 2033, closed September 25, 2025
Net proceeds of approximately $493.0 million after the initial purchasers' discount and offering fees
Proceeds intended first to repay all indebtedness under the revolving credit facility
Indenture with U.S. Bank Trust Company, National Association as trustee; notes are senior unsecured and guaranteed by domestic subsidiaries
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