Leidos (NYSE: LDOS) CHRO reports stock grants and tax share withholding

Rhea-AI Filing Summary

Leidos Holdings Chief Human Resources Officer Leslie K. Fautsch reported equity awards and a related tax withholding transaction in company stock. On February 12, 2026, she acquired 3,146 shares of common stock at $0 per share as part of a restricted stock unit award that will vest over three annual installments beginning on March 7, 2026.

She also acquired an additional 1,287 common shares at $0 per share. On the same date, 422 shares were disposed of at $173 per share, with the company withholding these shares to satisfy her tax obligations tied to the settlement of performance shares. After these transactions, she directly held 18,878 common shares.

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)
02/12/2026

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	02/12/2026		A		3,146(1)	A	$0	18,013	D
Common Stock	02/12/2026		A		1,287	A	$0	19,300	D
Common Stock	02/12/2026		F		422(2)	D	$173	18,878	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. This restricted stock unit award will vest over three annual installments, beginning on March 7, 2026.

2. These shares were withheld by the Company to satisfy the reporting person's tax obligation associated with the settlement of performance shares. This share withholding was authorized in the performance share award agreement.

Remarks:

	/s/ Ramune M. Kligys by PoA of Leslie K. Fautsch	02/17/2026
	** 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 transactions did Leidos (LDOS) report for Leslie K. Fautsch?

Leslie K. Fautsch reported equity grants and a tax withholding. She acquired 3,146 and 1,287 Leidos common shares at $0 per share and had 422 shares withheld at $173 per share to cover tax obligations, ending with 18,878 directly held shares.

How many Leidos (LDOS) shares did the CHRO acquire in the latest Form 4?

The CHRO acquired a total of 4,433 common shares. On February 12, 2026, she received 3,146 shares from a restricted stock unit award and 1,287 additional shares, both at $0 per share, as part of her equity compensation.

Why were 422 Leidos (LDOS) shares disposed of in this Form 4 filing?

422 shares were withheld to pay taxes on performance shares. The company retained these shares, valued at $173 per share, to satisfy Leslie K. Fautsch’s tax obligations associated with the settlement of performance shares, as authorized in her award agreement.

How many Leidos (LDOS) shares does the CHRO own after these transactions?

After the reported transactions, the CHRO directly holds 18,878 shares. This reflects the net impact of the stock awards granted on February 12, 2026, and the 422 shares withheld by the company for tax purposes related to performance share settlement.

How do the Leidos (LDOS) restricted stock units for the CHRO vest?

The restricted stock unit award vests over three annual installments. The 3,146-share RSU grant begins vesting on March 7, 2026, with additional installments in subsequent years, aligning compensation with ongoing service and long-term performance at Leidos Holdings.