Leidos (LDOS) HR chief reports 4,099-share grant and 548-share tax withholding

Rhea-AI Filing Summary

Leidos Holdings Chief Human Resources Officer Leslie K. Fautsch reported a new stock award and related tax-withholding transactions. On March 6, 2026, she received 4,099 shares of common stock as a grant at $0.00 per share. According to a footnote, the related restricted stock units will vest in 33 1/3% increments over three annual installments beginning on March 6, 2027.

On March 7 and 8, 2026, a total of 548 shares of common stock were disposed of at $177.89 per share to satisfy tax obligations tied to previously reported restricted stock unit awards, with the share withholding authorized under the award agreement. After these transactions, she directly owned 22,314 shares of Leidos common stock.

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

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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^*

Fautsch Leslie K.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		A		4,099(1)	A	$0	22,862	D
Common Stock	03/07/2026		F(2)		474	D	$177.89	22,388	D
Common Stock	03/08/2026		F(2)		74	D	$177.89	22,314	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. The restricted stock units will vest in 33 1/3% over three annual installments, beginning on March 6, 2027.

2. These shares were withheld by the Company to satisfy the reporting person's tax obligation associated with previously reported awards of restricted stock units. This share withholding was authorized in the restricted stock award agreement.

Remarks:

	/s/ Ramune M. Kligys by PoA of Leslie K. Fautsch	03/10/2026
	** 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.
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FAQ

What did Leidos (LDOS) executive Leslie K. Fautsch report in this Form 4?

Leslie K. Fautsch reported a grant of 4,099 Leidos common shares and related tax-withholding dispositions totaling 548 shares. These entries reflect equity compensation and associated tax payments rather than open-market buying or selling of stock.

How many Leidos (LDOS) shares did Leslie K. Fautsch receive in the latest award?

She received 4,099 shares of Leidos common stock as a grant at $0.00 per share. A footnote explains the related restricted stock units vest in three equal annual installments starting March 6, 2027, aligning compensation with longer-term company performance.

Why were 548 Leidos (LDOS) shares disposed of in this filing?

The 548 shares were withheld by Leidos to cover Leslie K. Fautsch’s tax obligations from previously reported restricted stock unit awards. A footnote states this share withholding was authorized in the restricted stock award agreement, making it a non-market, tax-related disposition.

At what price were the tax-withholding Leidos (LDOS) shares valued?

The 548 shares withheld for taxes were valued at $177.89 per share. This price applied to the dispositions recorded on March 7 and March 8, 2026, and reflects the share value used to satisfy the executive’s tax liability on prior equity awards.

How many Leidos (LDOS) shares does Leslie K. Fautsch hold after these transactions?

Following the grant and related tax-withholding dispositions, Leslie K. Fautsch directly owns 22,314 shares of Leidos common stock. This post-transaction balance reflects her continuing equity stake after receiving new compensation and settling associated tax obligations in shares.

How will Leslie K. Fautsch’s Leidos (LDOS) award vest over time?

The restricted stock units tied to this award will vest in three equal installments of 33 1/3% each. Vesting occurs annually beginning March 6, 2027, meaning the grant converts into fully owned shares gradually, encouraging long-term retention and alignment with company performance.