Leidos (LDOS) director exercises options and withholds shares for taxes

Rhea-AI Filing Summary

Leidos Holdings, Inc. director Harry M. Jansen Kraemer Jr. exercised stock options for 3,345 shares of common stock on February 20, 2026. The options converted into common shares at an exercise price of $75.02 per share. To cover the option exercise price and related costs, 1,424 common shares were withheld by the company at a value of $176.27 per share, which is treated as a tax-related disposition rather than an open-market sale. After these transactions, he directly owned 93,281 common shares and indirectly held 128,811.1423 shares through the Key Executive Stock Deferral Plan.

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^*

KRAEMER HARRY M JANSEN JR

(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)
02/20/2026

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	02/20/2026		M		3,345	A	$75.02	94,705	D
Common Stock	02/20/2026		F(1)		1,424	D	$176.27	93,281	D
Common Stock								128,811.1423	I	By Key Executive Stock Deferral Plan

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	02/20/2026		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..

Remarks:

	/s/ Ramune M. Kligys by PoA of Harry M. Jansen Kraemer, Jr.	02/24/2026
	** 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 did Leidos (LDOS) director Harry Kraemer Jr. report on this Form 4?

He reported exercising stock options for 3,345 Leidos shares and a related tax-withholding share disposition. The filing also updates his direct and indirect common stock holdings after these transactions on February 20, 2026.

How many Leidos (LDOS) shares did the director acquire through option exercise?

He acquired 3,345 Leidos common shares through the exercise of stock options. These options converted into common stock at an exercise price of $75.02 per share, increasing his direct ownership position before tax-related share withholding.

Was there an open-market sale of Leidos (LDOS) stock in this Form 4?

No open-market sale was reported. The 1,424-share disposition was coded as a tax-withholding transaction, with shares withheld by Leidos to cover the option exercise price and associated fees, rather than sold into the market.

What is the director’s Leidos (LDOS) share ownership after these transactions?

Following the reported transactions, he directly owned 93,281 Leidos common shares. In addition, he indirectly held 128,811.1423 common shares through the Key Executive Stock Deferral Plan, reflecting deferred equity-based compensation.

What do the M and F transaction codes mean in this Leidos (LDOS) Form 4?

Code M indicates the exercise or conversion of a derivative security, here a stock option converting into common shares. Code F indicates shares delivered or withheld to pay the exercise price or related tax obligations rather than an ordinary sale.

How were the tax and exercise costs handled for the Leidos (LDOS) option exercise?

Leidos withheld 1,424 common shares from the director in connection with the option exercise. According to the filing, these withheld shares covered the option exercise price and associated fees, functioning as a tax-withholding disposition.