Leidos (LDOS) director discloses dividend-equivalent stock on Form 4

Rhea-AI Filing Summary

Leidos Holdings, Inc. director Robert S. Shapard reported a small change in his ownership of company stock. On 12/31/2025, he acquired 3.7915 shares of common stock at a price of $0, described as dividend equivalent rights credited under a Key Executive Stock Deferral Plan. Following this transaction, he indirectly holds 1,620.4763 shares through the deferral plan, 2,500 shares through a family limited partnership, and directly owns 57,078.08 shares of Leidos common stock. This filing reflects routine equity-based compensation rather than an open‑market stock purchase or sale.

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^*

SHAPARD ROBERT S

(Last) (First) (Middle)

1750 PRESIDENTS STREET

(Street)

RESTON VA 20190

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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

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

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

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	12/31/2025		A		3.7915(1)	A	$0	1,620.4763	I	by Key Executive Stock Deferral Plan
Common Stock								2,500	I	By Family Limited Partnership
Common Stock								57,078.08	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

Explanation of Responses:

1. Dividend equivalent rights.

Remarks:

	/s/ Ramune M. Kligys by PoA of Robert S. Shapard	01/02/2026
	** 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.

FAQ

What insider transaction did Leidos (LDOS) report in this Form 4?

The Form 4 reports that director Robert S. Shapard acquired 3.7915 shares of Leidos common stock on 12/31/2025 at a price of $0, recorded as dividend equivalent rights.

How many Leidos (LDOS) shares does the director own after this transaction?

After the transaction, Robert S. Shapard beneficially owns 1,620.4763 shares indirectly via a Key Executive Stock Deferral Plan, 2,500 shares indirectly via a family limited partnership, and 57,078.08 shares directly.

What is the nature of the 3.7915 Leidos (LDOS) shares reported on the Form 4?

The 3.7915 shares are identified as dividend equivalent rights, meaning additional stock credits tied to dividends, credited under a Key Executive Stock Deferral Plan at no cash cost.

Is this Leidos (LDOS) insider transaction a purchase on the open market?

No. The Form 4 shows the shares were acquired at $0 as dividend equivalent rights under a Key Executive Stock Deferral Plan, not through an open‑market trade.

What is the reporting person’s relationship to Leidos (LDOS)?

The reporting person, Robert S. Shapard, is listed as a Director of Leidos Holdings, Inc. and filed the Form 4 as a single reporting person.

How are the Leidos (LDOS) shares held by the director categorized?

The shares are categorized as indirect ownership through a Key Executive Stock Deferral Plan and a family limited partnership, and direct ownership for 57,078.08 common shares.