Leidos completes joint venture with 41.5% stake

The AHP Investor has the right to appoint a majority of the JV board; Leidos has certain exit rights following the seven-year anniversary, subject to agreement limitations.

Rhea-AI Filing Summary

Leidos Holdings, Inc. completed the transaction forming Nickel JV Ultimate Parent, LLC on October 5, 2026. Leidos Inc., its wholly owned subsidiary, contributed subsidiaries holding its Security Enterprise Solutions and Industrial Automation businesses in exchange for 41.5% of the JV’s equity. Altaris-affiliated AHP Entities received 58.5% for contributing part of Analogic Holding and sold its remaining equity interests to the JV for cash obtained through new debt financing.

The JV combines the Leidos businesses with Analogic and operates under the Analogic brand. The AHP Investor has the right to appoint a board majority; Leidos Inc. initially designates a minority of available seats and has protective rights over certain material proposed actions.

Distributions of available cash are determined by the board and made at least annually. Members have no obligation to make further capital contributions after closing. The Leidos Investor has certain liquidity demand exit rights following the JV’s seven-year anniversary, subject to agreement limitations. Leidos reported approximately $17.2 billion in annual revenue for the fiscal year ended January 2, 2026.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Leidos Investor JV equity: 41.5% AHP Entities JV equity: 58.5% Exit-right anniversary: 7 years +1 more

4 metrics

Leidos Investor JV equity 41.5% Equity received for the contribution of subsidiaries holding the SES/IA Business

AHP Entities JV equity 58.5% Equity received for contributing part of Analogic Holding

Exit-right anniversary 7 years Leidos Investor liquidity demand exit rights following the JV closing anniversary

Annual revenue approximately $17.2 billion Leidos fiscal year ended January 2, 2026

Key Terms

minority investor protective rights, drag-along rights, tag-along rights, liquidity demand exit rights

4 terms

minority investor protective rights financial

"minority investor protective rights over certain material proposed actions"

drag-along rights financial

"drag-along rights of the AHP Investor"

A contractual right that lets majority owners require minority holders to sell their shares if the majority accepts an offer for the whole company. Think of it like roommates agreeing that if most decide to sell the house, everyone must sell at the same price and terms. For investors, it makes full-sale deals simpler and more attractive to buyers but can reduce bargaining power and exit flexibility for minority holders.

tag-along rights financial

"tag-along rights of the Leidos Investor"

Tag-along rights are a shareholder protection that lets minority investors join a sale when majority or controlling shareholders sell their stake, requiring the buyer to offer the same price and terms to those smaller holders. This matters to investors because it preserves the chance to exit on equal footing and prevents being left with less attractive ownership after a change of control—think of it like being allowed to ‘tag along’ and accept the same offer as the main seller.

liquidity demand exit rights financial

"liquidity demand exit rights of the Leidos Investor"

FAQ

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

How is ownership of the LDOS joint venture divided?

Leidos Inc. received 41.5% of Nickel JV Ultimate Parent, LLC’s equity, while the Altaris-affiliated AHP Entities received 58.5%. Leidos contributed subsidiaries holding its Security Enterprise Solutions and Industrial Automation businesses; the AHP Entities contributed part of Analogic Holding.

Who controls the LDOS joint venture board?

The AHP Investor has the right to appoint a majority of the JV board. Leidos Inc. initially has the right to designate a minority of available seats and has minority investor protective rights over certain material proposed actions by the JV and its subsidiaries.

When can Leidos seek an exit from the LDOS joint venture?

The Leidos Investor has certain liquidity demand exit rights following the JV’s seven-year anniversary. Those rights are subject to timing, procedural and other limitations in the JV agreement.

How are cash distributions and future contributions handled in the LDOS joint venture?

Distributions of the JV’s available cash are determined by the board and made at least once annually. After the JV closing, no member, including the Leidos Investor and AHP Investor, is obligated to make further capital contributions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/05/2026 - 08:22 AM Accepted by SEC EDGAR 10/05/2026 - 08:21 AM Learn about SEC filing dates

false 0001336920 0001336920 2026-10-05 2026-10-05

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) October 5, 2026 (October 5, 2026)

LEIDOS HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware		001-33072		20-3562868
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1750 Presidents Street, Reston, Virginia		20190
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (571) 526-6000

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 (see General Instruction A.2. below):

☐ 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(s)		Name of each exchange on which registered
Common stock, par value $.0001 per share		LDOS		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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Introductory Note

As previously disclosed, on April 14, 2026, Leidos, Inc. (“Leidos Inc.”), a Delaware corporation and a wholly-owned subsidiary of Leidos Holdings, Inc. (“Leidos”), entered into a Contribution and Equity Purchase Agreement (the “Contribution Agreement”), together with Leidos solely for limited purposes set forth therein, with certain affiliates of Altaris, LLC, a Delaware limited liability company (“Altaris,” and such affiliates, the “AHP Entities”), to form a new joint venture entity named Nickel JV Ultimate Parent, LLC (the “JV”) that combines the Security Enterprise Solutions and the Industrial Automation businesses of Leidos Inc. (together, the “SES/IA Business”) with Analogic Corporation (“Analogic”), a portfolio company of Altaris.

On October 5, 2026 (the “Closing Date”), the transactions contemplated by the Contribution Agreement (the “JV Transaction”) were consummated (the “JV Closing”) and, among other things, (i) Leidos Inc. and its subsidiaries completed a pre-closing restructuring of the SES/IA Business (the “Restructuring”); (ii) following the completion of the Restructuring, Leidos Inc. contributed subsidiaries holding the assets of the SES/IA Business to the JV in exchange for 41.5% of the equity securities of the JV; (iii) certain AHP Entities contributed a portion of outstanding equity interests of ANLG Holding Company, Inc., a Delaware corporation and the parent of Analogic (“Analogic Holding”), to the JV in exchange for 58.5% of the equity securities of the JV; and (iv) certain AHP Entities sold the remaining portion of the outstanding equity interests of Analogic Holding to the JV in exchange for cash obtained by the JV from new debt financing (the “Debt Financing”). The foregoing information is a summary of the JV Transaction and, as such, does not purport to be complete and is qualified in its entirety by reference to the Contribution Agreement, a copy of which was filed as Exhibit 2.1 to Leidos’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2026, and the JV Agreement (as defined below), a copy of which is filed herewith as Exhibit 10.1.

The events described in this Current Report on Form 8-K took place in connection with the JV Closing.

Item 1.01. Entry into a Material Definitive Agreement.

On the Closing Date, pursuant to the Contribution Agreement, the JV, Leidos Inc. and the AHP Entities entered into an amended and restated limited liability company agreement of the JV (the “JV Agreement”).

The AHP Entities (in such capacity, collectively, the “AHP Investor”) will have the right to appoint a majority of the JV’s board of directors (the “Board” and such appointed directors, the “AHP Directors”) and the AHP Directors, collectively, will have majority voting power of the full Board. Leidos Inc. (in such capacity, the “Leidos Investor”) will initially have the right to designate a minority of the available seats on the Board and will have minority investor protective rights over certain material proposed actions by the JV and its subsidiaries customary for similar transactions.

The JV Agreement provides that distributions of the JV’s available cash will be made when and as determined by the Board, and at least once annually. In addition, the JV Agreement provides that no member of the JV (including the Leidos Investor and the AHP Investor) will be obligated to make further capital contributions to the JV after the JV Closing.

The JV Agreement also includes certain transfer rights and restrictions relating to Units of the JV applicable to the AHP Investor and the Leidos Investor, including drag-along rights of the AHP Investor, tag-along rights of the Leidos Investor, and following the seven-year anniversary of the JV Closing, certain liquidity demand exit rights of the Leidos Investor, in each case, subject to certain timing, procedural, and other limitations set forth in the JV Agreement.

The foregoing description of the JV Agreement does not purport to be complete, is subject to and is qualified in its entirety by reference to the copy of the JV Agreement attached hereto as Exhibit 10.1, and incorporated herein by reference in its entirety.

Item 7.01. Regulation FD Disclosure.

On October 5, 2026, Leidos issued a press release announcing, among other things, the JV Closing. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1*		Amended and Restated Limited Liability Company Agreement of Nickel JV Ultimate Parent, LLC, dated as of October 5, 2026.
99.1		Press Release, dated October 5, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain exhibits and schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or schedule will be furnished supplementally to the SEC upon request. In addition, certain portions of this agreement have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. An unredacted copy of the agreement will be furnished to the SEC upon request.

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.

Date: October 5, 2026

LEIDOS HOLDINGS, INC.
By:		/s/ Henrique B. Canarim
Name:		Henrique B. Canarim
Title:		Corporate Secretary

Exhibit 99.1

Leidos Security Enterprise Solutions and Analogic close deal to strengthen global security screening capabilities

RESTON, Va. (Oct. 5, 2026) – Leidos (NYSE: LDOS) and investment firm Altaris have completed their previously announced transaction to form a scaled U.S.-based joint venture (JV) for advancing security screening at airports, borders and critical infrastructure worldwide.

Operating under the Analogic brand, the new company combines complementary security screening technologies, engineering expertise and advanced manufacturing capabilities. Leidos will retain a significant minority ownership stake in the company, maintaining its interests in a critical national security market.

“This JV creates an American innovator with the technology, talent and scale to address rapidly evolving global security screening needs,” said Leidos Chief Executive Officer Tom Bell. “Its launch also sharpens our focus on the growth engines driving our NorthStar 2030 strategy.”

In parallel with the mission of the Analogic JV, Leidos will continue its work across the broader aviation ecosystem, including modernizing airports and air traffic systems to help move people safely and efficiently around the world.

“The strategic combination of these two businesses into one reinforces our commitment to the important national security missions and markets we serve,” Bell said.

About Leidos

Leidos is an industry and technology leader serving government and commercial customers with smarter, more efficient digital and mission innovations. Headquartered in Reston, Virginia, with approximately 50,000 global employees, Leidos reported annual revenues of approximately $17.2 billion for the fiscal year ended January 2, 2026. For more information, visit www.leidos.com.

About Analogic

Analogic, headquartered in Salem, NH, is a global provider of advanced imaging, detection, automation, and power technology solutions. The company designs, develops, manufactures, and supports a comprehensive portfolio of solutions for aviation security, ports and borders, critical infrastructure, healthcare, and industrial markets worldwide. Backed by decades of innovation and a global installed base, Analogic combines advanced imaging, artificial intelligence, precision power, automation, and lifecycle support capabilities to help customers meet evolving operational and regulatory requirements. For more information, visit www.analogic.com.

About Altaris

Altaris is an investment firm with an exclusive focus on acquiring and building companies in the healthcare industry. Since its inception in 2003, Altaris has invested in more than 50 companies across a range of healthcare subsectors, with a consistent goal of delivering value to the healthcare system and generating attractive financial returns for investors. Altaris is headquartered in New York City and manages $9+ billion of equity capital. For more information, visit www.altariscap.com.

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. These statements reflect our belief and assumptions as to future events that may not prove to be accurate. Actual performance and results may differ materially from those results anticipated by our guidance and other forward-looking statements made in this release depending on a variety of factors, including, but not limited to: the future operational and financial performance of the new joint venture company; the ability of the new joint venture company to successfully integrate the SES business and Analogic at all or otherwise in accordance with any anticipated timeline; the ability of the new joint venture company to service its indebtedness; developments in the U.S. government defense and non-defense budgets, including budget reductions, sequestration, implementation of spending limits or changes in budgetary priorities, future delays in the U.S. government budget process, or the U.S. government’s failure to raise the debt ceiling, which increases the possibility of a default by the U.S. government on its debt obligations, related credit-rating downgrades, or an economic recession; uncertainties in tax due to new tax legislation or other regulatory developments; deterioration of economic conditions or weakening in credit or capital markets; uncertainty in the consequences of current and future geopolitical events; inflationary pressures and fluctuations in interest rates; delays in the U.S. government contract procurement process or the award of contracts and delays or loss of contracts as a result of competitor protests; changes in U.S. government procurement rules, regulations and practices; our compliance with various U.S. government and other government procurement rules and regulations; governmental reviews, audits and investigations of our company; our ability to effectively compete and win contracts with the U.S. government and other customers; our ability to respond rapidly to emerging technology trends, including the use of artificial intelligence; our reliance on information technology spending by hospitals/healthcare organizations; our reliance on infrastructure investments by industrial and natural resources organizations; energy efficiency and alternative energy sourcing investments; investments by U.S. government and commercial organizations in environmental impact and remediation projects; the effects of an epidemic, pandemic or similar outbreak may have on our business, financial position, results of operations and/or cash flows; our ability to attract, train and retain skilled employees, including our management team, and to obtain security clearances for our employees; our ability to accurately estimate costs, including cost increases due to inflation, associated with our firm-fixed-price contracts and other contracts; resolution of legal and other disputes with our customers and others or legal or regulatory compliance issues; cybersecurity, data security or other security threats, system failures or other disruptions of our business; our compliance with international, federal, state and local laws and regulations regarding privacy, data security, protection, storage, retention, transfer, disposal and other processing, technology protection and personal information; the damage and disruption to our business resulting from natural disasters and the effects of climate change; our ability to effectively acquire businesses and make investments; our ability to maintain relationships with prime contractors, subcontractors and joint venture partners; our ability to manage performance and other risks related to customer contracts; the failure of our inspection or detection systems to detect threats; the adequacy of our insurance programs, customer indemnifications or other liability protections designed to protect us from significant product or other liability claims, including cybersecurity attacks; our ability to manage risks associated with our international business; our ability to comply with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act of 2010 and similar worldwide anti-corruption and anti-bribery laws and regulations; our ability to protect our intellectual property and other proprietary rights by third parties of infringement, misappropriation or other violations by us of their intellectual property rights; our ability to prevail in litigation brought by third parties of infringement, misappropriation or other violations by us of their intellectual property rights; our ability to declare or increase future dividends based on our earnings, financial condition, capital requirements and other factors, including compliance with applicable law and our agreements; our ability to grow our commercial health and infrastructure businesses, which could be negatively affected by budgetary constraints faced by hospitals and by developers of energy and infrastructure projects; our ability to successfully integrate acquired businesses; and our ability to execute our business plan and long-term management initiatives effectively and to overcome these and other known and unknown risks described in our Securities and Exchange Commission filings.

Media Contact:

Victor Melara

Senior Media Relations Manager

703.431.4612

victor.a.melara@leidos.com

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 10.7 KB

Agreements & Contracts

• EX-10.1 EX-10.1 408.0 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB