Leidos director sells shares after option exercise

Leidos Holdings, Inc. director Gary Stephen May exercised stock options and made related share transactions.

Rhea-AI Filing Summary

Leidos Holdings, Inc. director Gary Stephen May exercised stock options and made related share transactions. On May 7, 2026, he exercised options for 3,345 shares of common stock at $75.02 per share. In connection with this exercise, 1,861 shares were withheld by the company to cover the exercise price and associated fees, and he conducted an open-market sale of 1,484 shares at a weighted average price of $132.7528 per share. After these transactions, he directly owned 10,137 shares of Leidos common stock.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider May Gary Stephen

Role Director

Sold 1,484 shs ($197K)

Approx. gross sale proceeds $197K

Approx. exercise cost $251K

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	3,345	$0.00	$0.00
Exercise	Common Stock	3,345	$75.02	$251K
Exercise Price or Tax Liability	Common Stock	1,861	$134.90	$251K
Sale	Common Stock	1,484	$132.7528	$197K

Holdings After Transaction: Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 10,137 shares (Direct)

Footnotes (2)

1. F1. Represents shares of common stock withheld by the issuer in connection with the option exercise to cover the exercise price and associated fees.
2. F2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices from $132.50 to $132.90 inclusive. The reporting person undertakes to providing to Leidos Holdings, Inc., any security holder of Leidos Holdings, Inc., or the staff of the Securities Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the aforementioned range.

Key Figures

Open-market sale: 1,484 shares at $132.7528/share Options exercised: 3,345 shares at $75.02/share Tax-withholding shares: 1,861 shares +3 more

6 metrics

Open-market sale 1,484 shares at $132.7528/share Weighted average sale price on May 7, 2026

Options exercised 3,345 shares at $75.02/share Stock option exercise on May 7, 2026

Tax-withholding shares 1,861 shares Shares withheld to cover exercise price and fees

Shares owned after transactions 10,137 shares Direct Leidos common stock holding following transactions

Sale price range $132.50–$132.90/share Price range for multiple sale trades on May 7, 2026

Option expiration date May 9, 2026 Expiration for exercised stock option (right to buy)

Key Terms

Stock Option (Right to Buy), tax-withholding disposition, derivative exercise/conversion, weighted average price

4 terms

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)""

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action: "derivative exercise/conversion""

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

FAQ

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

What insider transactions did Leidos (LDOS) director Gary Stephen May report?

Gary Stephen May reported an option exercise for 3,345 Leidos shares, an open-market sale of 1,484 shares, and a tax-withholding disposition of 1,861 shares. All transactions involved Leidos common stock and occurred on May 7, 2026, according to the Form 4 data.

How many Leidos (LDOS) shares did Gary Stephen May sell in the open market?

He sold 1,484 shares of Leidos common stock in an open-market transaction. The weighted average sale price was $132.7528 per share, based on multiple trades between $132.50 and $132.90, as described in the Form 4 footnote regarding the sale pricing.

What stock options did Gary Stephen May exercise in Leidos (LDOS) shares?

He exercised a stock option covering 3,345 shares of Leidos common stock at an exercise price of $75.02 per share. The option, originally exercisable from May 1, 2020, had an expiration date of May 9, 2026, and was fully exercised in this transaction.

Why were 1,861 Leidos (LDOS) shares disposed of in Gary Stephen May’s Form 4?

The 1,861 share disposition was a tax-withholding event, not an open-market sale. The issuer withheld these shares in connection with the option exercise to cover the exercise price and associated fees, as explicitly stated in the Form 4 footnote description.

How many Leidos (LDOS) shares does Gary Stephen May hold after these transactions?

Following the reported transactions, Gary Stephen May directly held 10,137 shares of Leidos common stock. This figure reflects his ownership after the option exercise, the tax-withholding disposition of 1,861 shares, and the open-market sale of 1,484 shares on May 7, 2026.

Were Gary Stephen May’s Leidos (LDOS) share sales executed at a single price?

No, the sale used a weighted average price of $132.7528 per share. The Form 4 notes that the 1,484 shares were sold in multiple transactions at prices ranging from $132.50 to $132.90, and detailed breakdowns are available upon request from the company.

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

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Accepted by SEC EDGAR 05/08/2026 - 04:12 PM EDT Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

May Gary Stephen

(Last) (First) (Middle)

1750 PRESIDENTS STREET

(Street)

RESTON VIRGINIA 20190

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Leidos Holdings, Inc. [ LDOS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/07/2026		M		3,345	A	$75.02	13,482	D
Common Stock	05/07/2026		F(1)		1,861	D	$134.9	11,621	D
Common Stock	05/07/2026		S		1,484	D	$132.7528(2)	10,137	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$75.02	05/07/2026		M			3,345	05/01/2020	05/09/2026	Common Stock	3,345	$0	0	D

Explanation of Responses:

1. Represents shares of common stock withheld by the issuer in connection with the option exercise to cover the exercise price and associated fees.

2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices from $132.50 to $132.90 inclusive. The reporting person undertakes to providing to Leidos Holdings, Inc., any security holder of Leidos Holdings, Inc., or the staff of the Securities Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the aforementioned range.

Remarks:

	/s/ Ramune M. Kligys by PoA of Gary Stephen May	05/08/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)