[8-K] Science Applications International Corp Reports Material Event

Rhea-AI Filing Summary

Science Applications International Corporation disclosed an amendment to its credit arrangements. The filing states the New Credit Facilities are secured by substantially all of the assets of the company and its wholly owned domestic subsidiaries and are guaranteed by those subsidiaries. The New Credit Facilities are subject to substantially the same covants and events of default as the existing loans, and the Eighth Amendment includes other conforming amendments. A copy of the Amendment is filed as Exhibit 10.1 and is incorporated by reference in the report.

Positive

• New Credit Facilities are secured by substantially all assets of the company and wholly owned domestic subsidiaries
• Wholly owned domestic subsidiaries guarantee the New Credit Facilities, creating unified borrower/guarantor structure

Negative

• Substantial asset encumbrance — substantially all assets are pledged as collateral
• Disclosure lacks key financial terms such as pricing, maturity, and borrowing capacity, so impact on liquidity and leverage is unknown

Insights

Corporate Finance Analyst

TL;DR: Credit facilities were amended to secure borrowing with company and subsidiary assets under similar covenant terms.

The filing describes an Eighth Amendment that places substantially all company and domestic subsidiary assets as collateral and obtains guarantees from wholly owned domestic subsidiaries. The amendment retains substantially the same covenant and default framework as the prior loans, with additional conforming changes. From a financing-structure view, this maintains continuity of covenant terms while expanding secured coverage and intercompany guarantees; the filing does not disclose pricing, maturity or borrowing capacity changes, so material effects on liquidity or leverage cannot be assessed from the text provided.

Credit Risk Specialist

TL;DR: Amendment secures the facilities with broad collateral and subsidiary guarantees, leaving covenant structure largely unchanged.

The amendment formalizes security interests over substantially all assets and guarantor status for wholly owned domestic subsidiaries, which can affect creditor recovery rights. Keeping substantially the same covenants and events of default suggests no loosening of lender protections in this disclosure. The document references additional conforming amendments but does not specify operational or financial covenant thresholds, borrowing limits, or testing mechanics, so assessment of covenant tightness or credit headroom is not possible from the disclosure alone.

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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): September 30, 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, VA 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 $.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 1.01. Entry into a Material Definitive Agreement

The information required by this item is included in Item 2.03 below and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On September 30, 2025 (the "Closing Date"), Science Applications International Corporation ("SAIC") entered into the Eighth Amendment (the "Amendment") to the Third Amended and Restated Credit Agreement, dated as of October 31, 2018, as amended by the First Amendment, dated as of February 19, 2020, as further amended by the Second Amendment, dated as of March 13, 2020, as further amended by the Third Amendment, dated as of March 1, 2021, as further amended by the Fourth Amendment, dated as of July 2, 2021, as further amended by the Fifth Amendment, dated as of June 30, 2022, as further amended by the Sixth Amendment, dated as of February 8, 2024, and as further amended by the Seventh Amendment, dated as of October 18, 2024 (the "Existing Credit Agreement"), among SAIC, as borrower, Citibank, N.A., as administrative agent and collateral agent, and certain other lenders and parties thereto.

The Amendment established a new senior secured term loan “A” credit facility commitment in the amount of $1,100,000,000 (the "New Term Loan A Facility", and the advances thereunder, the "New Term A Loans"), with a maturity date of September 30, 2030. The New Term A Loans will amortize quarterly beginning on October 31, 2026 at 0.625% of the original borrowed amount thereunder, with such quarterly amortization increasing to 1.25% on October 31, 2027, and to 1.875% on October 31, 2028, with the remaining unamortized balance due in full upon maturity. The entirety of the New Term Loan A Facility was borrowed by SAIC on the Closing Date, the proceeds of which were used to repay in full all Term A Loans then outstanding under the Existing Credit Agreement (the "Existing Term Loans") and all accrued interest thereon, to pay certain fees and expenses owing under the Existing Credit Agreement and the Amendment, and to fund cash on the balance sheet. The Amendment also established a new $1,000,000,000 revolving credit facility (the "New Revolving Credit Facility", the advances extended thereunder, the "New Revolving Loans", and the New Revolving Loans together with the New Term A Loans, the "New Credit Facilities"), with a termination date of September 30, 2030, used to refinance the $1,000,000,000 revolving credit facility under the Existing Credit Agreement (the "Existing Revolving Credit Facility"). The New Revolving Loans were used to repay in full all advances under the Existing Revolving Credit Facility outstanding immediately prior to the Closing Date (the "Existing Revolving Loans", and together with the Existing Term Loans, the "Existing Loans"). Pursuant to the Amendment, the New Credit Facilities are subject to the same interest rate margins as the Existing Loans, provided that the credit spread adjustment of 0.10% used in the calculation of certain Term Secured Overnight Financing Rate based interest rates under the Existing Credit Agreement has been eliminated.

The New Credit Facilities are secured by substantially all of the assets of the Company and the Company’s wholly owned domestic subsidiaries, and is guaranteed by each of the Company’s wholly owned domestic subsidiaries. The New Credit Facilities are subject to substantially the same covenants and events of default as the Existing Loans.

The Eighth Amendment also contains certain other conforming amendments. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference in this Current Report on Form 8-K Item 9.01.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number						Description of Exhibit
10.1						Eighth Amendment to the Third Amended and Restated Credit Agreement, dated September 30, 2025, by and among SAIC, Citibank N.A., as administrative agent and collateral agent, and certain other lenders and parties thereto.
104						Cover Page Interactive Data File, formatted as Inline XBRL

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 1, 2025

Science Applications International Corporation

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

FAQ

What did SAIC disclose in this 8-K regarding its credit facilities?

The filing states the New Credit Facilities are secured by substantially all assets of the company and its wholly owned domestic subsidiaries and are guaranteed by those subsidiaries.

Are the covenant terms changing under the Eighth Amendment to SAIC's credit facilities?

The filing says the New Credit Facilities are subject to substantially the same covenants and events of default as the existing loans; the Eighth Amendment also contains other conforming amendments.

Is the full amendment document available in the filing?

Yes; a copy of the Amendment is filed as Exhibit 10.1 and is incorporated by reference in the report.

Does the filing disclose pricing, maturity, or borrowing limits for the New Credit Facilities?

No; the provided text does not include pricing, maturity dates, borrowing capacity, or other financial terms.