SAIC names Jim Reagan interim CEO; $1.2M salary, $2M RSUs

Science Applications International Corporation (SAIC) appointed James C. Reagan as Interim Chief Executive Officer effective October 23, 2025.

Rhea-AI Filing Summary

Science Applications International Corporation (SAIC) appointed James C. Reagan as Interim Chief Executive Officer effective October 23, 2025. Reagan, a veteran finance executive in defense and government services and SAIC director since January 2023, previously served as EVP and CFO of Leidos and held senior roles at Vencore, PAE, Aspect Communications, MCI, Nextel, and AMS. In connection with his new role, he stepped down from the Board’s Audit and Human Resources and Compensation Committees.

Toni Townes-Whitley stepped down as CEO and from the Board, effective the same date. The Board began a search for the next CEO, engaging an executive search firm. Townes-Whitley separated without cause and is eligible for specified benefits under company policy, subject to a two-year post-employment non-compete and release of claims. Reagan’s compensation includes a $1,200,000 annual base salary, a short-term cash bonus target equal to 150% of base salary, and $2,000,000 in restricted stock units. The Board size decreased from twelve to eleven members.

Insights

Corporate governance analyst

SAIC names an interim CEO and starts a formal search; compensation terms disclosed.

SAIC installed James C. Reagan as interim CEO on October 23, 2025, ensuring day-to-day leadership continuity while the Board initiates a search for a permanent chief executive. His background as former Leidos CFO and his tenure on SAIC’s Board provide sector familiarity during the transition.

The filing lists pay terms: base of $1,200,000, a 150% bonus target, and $2,000,000 in RSUs. Toni Townes-Whitley departed without cause, with eligibility for specified benefits and a two-year non-compete under company policy. The Board shrank to eleven members. Actual business impact depends on the pace and outcome of the CEO search and interim execution.

8-K Event Classification

2 items: 5.02, 7.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What leadership change did SAIC (SAIC) announce?

SAIC appointed James C. Reagan as Interim Chief Executive Officer effective October 23, 2025, and Toni Townes-Whitley stepped down as CEO and from the Board.

What is James C. Reagan’s compensation as SAIC’s interim CEO?

His package includes a $1,200,000 annual base salary, a short-term cash bonus target equal to 150% of base salary, and $2,000,000 in restricted stock units.

What changes occurred to SAIC’s Board of Directors?

The Board size decreased from twelve to eleven members, and Reagan ceased serving on the Audit and Human Resources and Compensation Committees.

What are the terms of Toni Townes-Whitley’s separation from SAIC?

She separated without cause and is eligible for specified benefits under company policy, subject to a two-year post-employment non-compete and a release of claims.

Is SAIC conducting a search for a permanent CEO?

Yes. The Board has initiated a process to identify the next CEO and is retaining a leading executive search firm to assist.

Did SAIC issue a press release about these changes?

Yes. SAIC furnished a press release as Exhibit 99.1 announcing the leadership transition.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 10/23/2025 - 05:21 PM Learn about SEC filing dates

Science Applications International Corp false 0001571123 0001571123 2025-10-23 2025-10-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2025

Science Applications International Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-35832		46-1932921
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12010 Sunset Hills Road Reston, Virginia		20190
(Address of Principal Executive Offices)		(Zip Code)

(703) 676-4300

Registrant’s telephone number, including area code

Not Applicable

(Former Name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SAIC		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of James C. Reagan as Interim Chief Executive Officer

On October 23, 2025, Science Applications International Corporation (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed James (“Jim”) C. Reagan as Interim Chief Executive Officer of the Company, effective October 23, 2025 (the “Effective Date”). Mr. Reagan has extensive background, knowledge and understanding of the sector as a senior finance executive with nearly two decades of experience in both private and publicly held companies in the defense and government services industries. Most recently, Mr. Reagan served as Executive Vice President and Chief Financial Officer of Leidos Holdings, Inc. (NYSE: LDOS) from July 2015 until July 2021. Prior to joining Leidos, Mr. Reagan served as Chief Financial Officer for several organizations including Vencore, Inc., a defense contractor serving the Intelligence Community and Department of Defense, and at PAE, Inc., a defense and government services engineering contractor. Mr. Reagan was also Chief Financial Officer of Aspect Communications and held several senior roles at MCI Telecommunications, Nextel and AMS. Mr. Reagan has served as a member of the Board since January 2023.

In connection with his appointment as Interim Chief Executive Officer of the Company, Mr. Reagan’s annual compensation will be as follows: (i) an annual base salary of $1,200,000 effective, as of October 23, 2025, (ii) a short-term incentive cash bonus target equal to 150% of his annual base salary, and (iii) $2,000,000 of long-term incentive awards in the form of restricted stock units under the Company’s equity compensation plan. Mr. Reagan will be eligible to participate in the Company’s deferred compensation plan. If Mr. Reagan is terminated without cause while he is serving as Interim Chief Executive Officer, he will receive specified termination benefits pursuant to his offer letter. There are no family relationships between Mr. Reagan and any other executive officer or director of the Company that require disclosure under Item 401(d) of Regulation S-K. There are no transactions between Mr. Reagan or any member of his immediate family and the Company that require disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment, Mr. Reagan ceased to be a member of the Board’s Audit Committee and Human Resources and Compensation Committee, as of the Effective Date.

Departure of Toni Townes-Whitley as Chief Executive Officer

In connection with Mr. Reagan’s appointment described above, on October 23, 2025, the Company announced that Toni Townes-Whitley will step down from her role as Chief Executive Officer and as a member of the Board, effective as of the Effective Date. The Board has initiated a process to identify the Company’s next Chief Executive Officer and is retaining a leading executive search firm to assist in the search process. Ms. Townes-Whitley separated from the Company without cause, which entitles her to specified benefits pursuant to the Company’s Executive Severance, Change in Control and Retirement Policy, in exchange for the execution and non-revocation of a release of claims against the Company and a two-year post-employment non-compete obligation.

In connection with the resignation of Ms. Townes-Whitley from the Board, the Company decreased the size of the Board from twelve to eleven members.

Item 7.01. Regulation FD Disclosure.

On October 23, 2025, the Company issued a press release announcing the events discussed in Item 5.02 above, the text of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The information contained in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description of Exhibit
99.1		Press Release issued by Science Applications International Corporation on October 23, 2025
104		Cover Page Interactive Data File, formatted as Inline XBRL

Forward-Looking Statements

Certain statements in this report contain or are based on “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “guidance,” and similar words or phrases. Forward-looking statements in this report may include, among others, estimates of future revenues, operating income, earnings, earnings per share, charges, total contract value, backlog, outstanding shares and cash flows, as well as statements about the Board’s ability to identify the Company’s new Chief Executive Officer in a timely manner and the outcome of future operations under new management. Such statements are not guarantees of future performance and involve risk, uncertainties and assumptions, and actual results may differ materially from the guidance and other forward-looking statements made in this release as a result of various factors. Risks, uncertainties and assumptions that could cause or contribute to these material differences include those discussed in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Legal Proceedings” sections of our Annual Report on Form 10-K, as updated in any subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (the “SEC”), which may be viewed or obtained through the Investor Relations section of our website at saic.com or on the SEC’s website at sec.gov. Due to such risks, uncertainties and assumptions you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. The Company expressly disclaims any duty to update any forward-looking statement provided in this report to reflect subsequent events, actual results or changes in the Company’s expectations. The Company also disclaims any duty to comment upon or correct information that may be contained in reports published by investment analysts or others.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 23, 2025

Science Applications International Corporation

By:		/s/ Hilary L. Hageman
		Hilary L. Hageman
		Executive Vice President, General Counsel and Corporate Secretary