Leidos (LDOS) director exercises options, 1,463 shares withheld for tax

Rhea-AI Filing Summary

Leidos Holdings director Robert S. Shapard exercised stock options for 3,345 shares on February 19, 2026, converting a derivative award into common stock at an exercise price of $75.02 per share. To cover the exercise price and related obligations, 1,463 shares of common stock were withheld by the issuer as a tax-withholding disposition. After these transactions, he directly owned 58,960.08 common shares, with additional indirect holdings of 1,620.4763 shares through a Key Executive Stock Deferral Plan and 2,500 shares through a family limited partnership.

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)
02/19/2026

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	02/19/2026		M		3,345	A	$75.02	60,423.08	D
Common Stock	02/19/2026		F(1)		1,463	D	$171.53	58,960.08	D
Common Stock								1,620.4763	I	by Key Executive Stock Deferral Plan
Common Stock								2,500	I	By Family Limited Partnership

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	02/19/2026		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 Robert S. Shapard	02/23/2026
	** 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 LDOS director Robert S. Shapard report?

Robert S. Shapard reported exercising stock options for 3,345 Leidos shares. These options converted a derivative award into common stock and were paired with a share withholding to cover exercise-related costs and tax obligations.

How many Leidos (LDOS) shares did the director acquire and dispose of?

He acquired 3,345 shares of Leidos common stock through an option exercise and had 1,463 shares withheld by the issuer. The withheld shares were used to cover the exercise price and associated fees in a tax-withholding disposition.

What is Robert S. Shapard’s direct Leidos share ownership after this Form 4?

Following the reported transactions, Robert S. Shapard directly owned 58,960.08 shares of Leidos common stock. This figure reflects the option exercise and the issuer’s withholding of shares to satisfy exercise price and related obligations.

Were any of the LDOS shares disposed of in an open-market sale?

No, the 1,463 Leidos shares marked as a disposition were withheld by the issuer. The filing notes they were used to cover the option exercise price and associated fees, indicating a tax-withholding transaction rather than an open-market sale.

What indirect Leidos holdings does the director report on this Form 4?

He reports 1,620.4763 Leidos shares held indirectly through a Key Executive Stock Deferral Plan and 2,500 shares held indirectly through a family limited partnership. These indirect positions are separate from his directly owned common stock.

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

Code M indicates the exercise or conversion of a derivative security, here stock options into 3,345 Leidos shares. Code F represents a tax-withholding disposition, where 1,463 shares were delivered to the issuer to pay the exercise price and related costs.