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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 4, 2026
Booz Allen Hamilton Holding Corporation
(Exact name of registrant as specified
in its charter)
| Delaware | |
001-34972 | |
26-2634160 |
(State
or other jurisdiction
of incorporation) | |
(Commission
file number) | |
(I.R.S.
Employer
Identification Number) |
| 8283 Greensboro Drive, McLean, Virginia | |
22102 |
| (Address of principal executive offices) | |
(Zip Code) |
Registrant’s telephone number,
including area code: (703) 902-5000
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | |
Trading Symbol | |
Name of Each Exchange on Which
Registered |
| Class A Common Stock | |
BAH | |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01
Entry Into a Material Definitive Agreement.
On
August 4, 2026, Booz Allen Hamilton Inc., a Delaware corporation (the “Company”) and a wholly-owned subsidiary of Booz
Allen Hamilton Holding Corporation, a Delaware corporation (the “Parent Guarantor”), issued $700,000,000 aggregate principal
amount of its 5.375% Senior Notes due 2030 (the “2030 Notes”) and $500,000,000 aggregate principal amount of its 5.900% Senior
Notes due 2034 (the “2034 Notes”, and together with the 2030 Notes, the “Notes”). The Notes were issued pursuant
to an Indenture, dated as of August 4, 2023 (the “Base Indenture”), among the Company, the Parent Guarantor and U.S.
Bank Trust Company, National Association, as trustee, as supplemented by the Third Supplemental Indenture, dated as of August 4,
2026, (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Indenture contains
certain covenants, events of default and other customary provisions. The Notes are fully and unconditionally guaranteed on an unsecured
and unsubordinated basis (the “Guarantee”) by the Parent Guarantor, pursuant to the Indenture.
The
Notes were sold pursuant to an effective automatic shelf registration statement on Form S-3 (the “Registration Statement”)
(File Nos. 333-297693 and 333-297693-01), which became effective upon filing with the Securities and Exchange Commission on July 24,
2026. The closing of the sale of the Notes occurred on August 4, 2026.
The
foregoing descriptions of the Notes, the Base Indenture and the Supplemental Indenture are summaries only and are qualified in their
entirety by reference to the full text of such documents. The Base Indenture and the Supplemental Indenture (including the form
of the Notes) are filed as Exhibits 4.1 and 4.2 hereto, respectively, and are incorporated by reference herein.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01
Other Events.
In
connection with the issuance and sale of the Notes, the Company entered into an Underwriting Agreement, dated July 28, 2026 (the
“Underwriting Agreement”), with the Parent Guarantor and BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital
Markets LLC and Truist Securities, Inc., as representatives of the underwriters named in Schedule A thereto. The Underwriting Agreement
is filed as Exhibit 1.1 hereto and is incorporated by reference herein. The opinion of Debevoise & Plimpton LLP, relating
to the validity of the Notes and the related Guarantee, is filed as Exhibit 5.1 hereto.
Item 9.01
Financial Statements and Exhibits.
The
exhibits to this Current Report on Form 8-K (except Exhibit 104) are hereby incorporated by reference into the Registration
Statement.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated July 28, 2026, among Booz Allen Hamilton Inc., Booz Allen Hamilton Holding Corporation, and BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and Truist Securities, Inc., as representatives of the underwriters named in Schedule A thereto. |
| 4.1 |
|
Indenture, dated as of August 4, 2023, among Booz Allen Hamilton Inc., Booz Allen Hamilton Holding Corporation, as parent guarantor, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Parent Guarantor’s Current Report on Form 8-K filed on August 4, 2023). |
| 4.2 |
|
Supplemental Indenture (including the form of 5.375% Senior Notes due 2030 and the form of 5.900% Senior Notes due 2034), dated as of August 4, 2026, among Booz Allen Hamilton Inc., Booz Allen Hamilton Holding Corporation, as parent guarantor, and U.S. Bank Trust Company, National Association, as trustee. |
| 4.3 |
|
Form of 2030 Note (included as Exhibit A to Exhibit 4.2). |
| 4.4 |
|
Form of 2034 Note (included as Exhibit B to Exhibit 4.2). |
| 5.1 |
|
Opinion of Debevoise & Plimpton LLP. |
| 23.1 |
|
Consent of Debevoise & Plimpton LLP (contained in Exhibit 5.1). |
| 104 |
|
Cover Page to this Current Report on Form 8-K in Inline XBRL. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Booz Allen Hamilton Holding Corporation |
| |
|
|
BY: |
/s/
Troy Lahr |
| |
Name: |
Troy Lahr |
| |
Title: |
Executive Vice President and Chief Financial Officer |
Date: August 4,
2026
