SAIC Announces Pricing of Upsized Offering of $500 Million in Senior Notes

SAIC intends to replace notes due 2028 with debt due 2034 carrying a higher interest rate.

Rhea-AI Summary

Science Applications International (NASDAQ: SAIC) priced an upsized offering of $500 million in senior notes due 2034.

The notes carry a 6.75% interest rate, were priced at 100% of principal and will be senior unsecured obligations. Closing is expected on or about November 13, 2026. SAIC intends to use net proceeds to redeem all outstanding 4.875% senior notes due 2028 and pay estimated offering fees and expenses, with any remainder for general corporate purposes. The redemption depends on completion of the offering. Existing and future domestic subsidiaries that guarantee specified SAIC debt will also guarantee the new notes on a senior unsecured basis.

2 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 3 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point$500 million offering priced at 100% of principal, with closing expected on or about November 13, 2026. 7.8% of market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Planned redemption of all 2028 notes would replace that debt with notes due 2034.

Negative

• Moderate point6.75% senior unsecured notes due 2034 carry a higher rate than the 4.875% notes targeted for redemption.
• Minor point2028 note redemption is conditioned on completion of the offering.
• Minor point. Forward-looking: it has not happened yet and may not happen.Offering fees and expenses will consume part of the net proceeds.

News Explained

SAIC’s offering is priced, but this release is not a notice of redemption for the 2028 notes, so the redemption is not formally notified through this announcement.

Key Figures

Principal amount: $500 million Interest rate: 6.75% Maturity: 2034 +3 more

Principal amount

$500 million

Aggregate principal amount of the new notes

Interest rate

6.75%

New senior notes due 2034

Maturity

2034

New senior notes

Offering price

100% of principal amount

Pricing of the new notes

Expected closing

November 13, 2026

On or about; subject to customary closing conditions

Notes targeted for redemption

4.875% senior notes due 2028

SAIC intends to redeem all outstanding notes using offering proceeds

Key Terms

senior unsecured obligations, qualified institutional buyers, rule 144a, regulation s

4 terms

senior unsecured obligations financial

"will be senior unsecured obligations of SAIC"

Senior unsecured obligations are loans or bonds that a company promises to pay back with its own money, but without any special guarantees or collateral. If the company runs into financial trouble, these debts are paid after other debts with priority, meaning they are less protected but still important. They matter because they show how risky it is to lend money to a company.

qualified institutional buyers regulatory

"to persons reasonably believed to be “qualified institutional buyers”"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

rule 144a regulatory

"in reliance on the exemption from registration set forth in Rule 144A"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"in reliance on the exemption from registration set forth in Regulation S"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

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RESTON, Va., Nov. 02, 2026 (GLOBE NEWSWIRE) -- Science Applications International Corp. (NASDAQ: SAIC), a leading mission integrator supporting defense, space, intelligence, and civilian agencies, announced today that it has priced an offering of $500 million aggregate principal amount of 6.75% senior notes due 2034 (the “Notes,” and such offering, the “Offering”). The Notes were priced at 100% of their principal amount and will be senior unsecured obligations of SAIC. The Offering is expected to close on or about November 13, 2026, subject to customary closing conditions. The Notes will be guaranteed on a senior unsecured basis by each of SAIC’s existing and future domestic subsidiaries that guarantee SAIC’s obligations under its credit agreement and certain other indebtedness, including its 5.875% Senior Notes due 2033.

SAIC intends to use the net proceeds from the Offering to redeem all of its outstanding 4.875% Senior Notes due 2028 (the “2028 Notes”) and to pay estimated fees and expenses of the Offering, with any remaining net proceeds being used for general corporate purposes. The redemption of the 2028 Notes will be conditioned upon the consummation of the Offering. This press release does not constitute a notice of redemption with respect to the 2028 Notes.

The Notes and the related guarantees are being offered and sold to persons reasonably believed to be “qualified institutional buyers” in reliance on the exemption from registration set forth in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States in reliance on the exemption from registration set forth in Regulation S under the Securities Act. The Notes and the related guarantees have not been registered for sale under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum. The Notes being offered have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the applicable private offering memorandum.

About SAIC
SAIC® is a premier mission integrator focused on advancing the power of technology and innovation to serve and protect our world. Our robust portfolio of offerings across the defense, space, intelligence, and civilian markets includes secure high-end solutions in mission IT, enterprise IT, engineering services, and professional services. We integrate emerging technology, rapidly and securely, into mission critical operations that modernize and enable critical national imperatives.

We are approximately 23,000 strong; driven by mission, united by purpose, and inspired by opportunities. Headquartered in Reston, Virginia, SAIC has annual revenues of approximately $7.3 billion. For more information, visit saic.com. For ongoing news, please visit our newsroom.

Forward-Looking Statements
Certain statements in this release contain or are based on “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “guidance,” and similar words or phrases. Forward-looking statements in this release may include, among others, statements relating to the Offering, our ability to complete the Offering, the anticipated use of net proceeds therefrom, and the redemption of the 2028 Notes. Such statements are not guarantees of future performance and involve risk, uncertainties and assumptions, and actual results may differ materially from the guidance and other forward-looking statements made in this release as a result of various factors. Risks, uncertainties and assumptions that could cause or contribute to these material differences include those discussed in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Legal Proceedings” sections of our Annual Report on Form 10-K, as updated in any subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (the “SEC”), which may be viewed or obtained through the Investor Relations section of our website or on the SEC’s website. Due to such risks, uncertainties and assumptions you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. SAIC expressly disclaims any duty to update any forward-looking statement provided in this release to reflect subsequent events, actual results or changes in SAIC’s expectations. SAIC also disclaims any duty to comment upon or correct information that may be contained in reports published by investment analysts or others.

Contacts

Media Contact
Caralyn Duke
Senior Manager, Media Relations
publicrelations@saic.com

Investor Relations Contact
Jon Raviv
VP, Investor Relations
investorrelations@saic.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the terms of SAIC's $500 million senior notes offering?

SAIC priced $500 million of senior unsecured notes due 2034 at 100% of principal, carrying a 6.75% interest rate. Closing is expected on or about November 13, 2026, subject to customary closing conditions.

How will SAIC use the proceeds from its senior notes offering?

SAIC intends to use net proceeds to redeem all outstanding 4.875% senior notes due 2028 and pay estimated offering fees and expenses. Any remaining net proceeds are intended for general corporate purposes. Redemption is conditioned on completion of the offering.