Insider Sale: LDOS Director Reduces Stake to 10,137 Shares

Rhea-AI Filing Summary

Gary Stephen May, identified as a director of Leidos Holdings, Inc. (LDOS), reported the sale of 2,000 shares of Leidos common stock on 08/11/2025. The sale was executed in multiple transactions at a weighted average price of $178.0522, with individual prices ranging from $177.87 to $178.16. Following the disposition, the reporting person beneficially owned 10,137 shares directly. The Form 4 discloses only this non-derivative disposition; no derivative activity or indication of a 10b5-1 trading plan is shown. The filing was submitted via power of attorney on behalf of the reporting person.

Positive

• Timely disclosure: The director’s sale was reported on a Form 4, providing required public notice.
• Transparent pricing: The filing discloses a weighted average price of $178.0522 and the trade price range of $177.87–$178.16.

Negative

• Reduction in holdings: The director disposed of 2,000 shares, leaving 10,137 shares beneficially owned directly.
• No 10b5-1 indication: The Form 4 does not indicate the transaction was executed under a prearranged 10b5-1 trading plan.

Insights

Financial Analyst

TL;DR: Director sold 2,000 shares at a weighted average of $178.05; reported disposition appears routine and limited in scope.

The Form 4 documents a direct sale of 2,000 Leidos shares by director Gary Stephen May on 08/11/2025 at a disclosed weighted average price of $178.0522. The filing shows the director retained 10,137 shares after the sale and discloses the sale occurred across multiple transactions with prices between $177.87 and $178.16. There are no derivative instruments reported in Table II and no explicit indication the trade was executed under a 10b5-1 plan. From a market-impact standpoint, the disclosure is factual and provides clear pricing details but does not on its face indicate material governance or financial developments affecting the company.

Corporate Governance Expert

TL;DR: Form 4 shows timely disclosure and transparent pricing; no 10b5-1 plan is indicated and no derivatives were involved.

The filing reflects compliance with Section 16 reporting: the director’s sale is reported with a weighted average price and an explicit price range, and the report was executed by an agent under power of attorney. Table II contains no derivative entries, and the form does not indicate the transaction was made pursuant to a 10b5-1 trading plan. These elements support transparency in insider reporting. The event itself is a straightforward disposition and, absent further context, does not alone suggest governance concerns.

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 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)
08/11/2025

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	08/11/2025		S		2,000	D	$178.0522(1)	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

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices from $177.87 to $178.16 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	08/13/2025
	** 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

Who reported the insider transaction for Leidos (LDOS)?

Gary Stephen May, identified as a director of Leidos Holdings, Inc., is the reporting person on this Form 4.

What transaction was reported on the Form 4 for LDOS?

A non-derivative sale of 2,000 shares of Leidos common stock on 08/11/2025.

At what price were the LDOS shares sold?

The sale was reported at a weighted average price of $178.0522, with individual trade prices ranging from $177.87 to $178.16.

How many Leidos shares does the director own after the sale?

Following the reported disposition, the director beneficially owned 10,137 shares directly.

Were any derivatives or a 10b5-1 plan reported in the filing?

No derivative securities are reported in Table II, and the form does not indicate the transaction was made pursuant to a 10b5-1 plan.