SAIC (NYSE: SAIC) prices $500M senior notes due 2033 in private offering

Rhea-AI Filing Summary

Science Applications International Corporation announced the pricing of a private offering of $500.0 million aggregate principal amount of Senior Notes due 2033 to eligible purchasers, subject to market and other conditions. The company plans to use the net proceeds to repay all indebtedness outstanding under its revolving credit facility and to pay related fees and expenses, with any remaining funds earmarked for general corporate purposes, including working capital to support growth and potential strategic projects and transactions.

The offering is expected to close on or about September 25, 2025, subject to customary closing conditions. The notes are being sold in a private placement and have not been registered under U.S. federal or state securities laws, meaning they may not be offered or sold in the United States without registration or a valid exemption.

Insights

Credit and Capital Structure Analyst

SAIC plans a $500 million senior notes issue to refinance its revolver and fund general corporate needs.

Science Applications International Corporation has priced a private offering of $500.0 million in Senior Notes due 2033. The stated primary use is to repay all indebtedness outstanding under its revolving credit facility, along with fees and expenses, with any remaining proceeds available for general corporate purposes, including working capital and potential strategic projects and transactions.

Replacing revolving credit borrowings with longer-dated senior notes shifts a portion of funding from short-term bank debt to fixed-term capital markets debt. This can affect interest expense and financial flexibility, but the excerpt does not provide pricing terms or covenants, so the net economic effect is not detailed here.

The transaction is expected to close on or about September 25, 2025, subject to customary closing conditions. Until closing occurs and further details are available, the main takeaway is that SAIC is actively managing its debt profile and securing capital for ongoing and potential strategic uses.

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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 22, 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 8.01. Other Events.

On September 22, 2025, Science Applications International Corporation (the “Company”) issued a press release announcing the pricing of a private offering to eligible purchasers of $500.0 million aggregate principal amount of Senior Notes due 2033 (the “Notes”), subject to market and certain other conditions (the “Offering”). The Company intends to use the net proceeds from the Offering to repay all indebtedness outstanding under its revolving credit facility and to pay estimated fees and expenses of the Offering, with any remaining net proceeds being used for general corporate purposes, including working capital to fund growth and potential strategic projects and transactions.

In accordance with Rule 135c of the Securities Act of 1933, as amended (the “Securities Act”), a copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Accordingly, this notice is not intended to and does not constitute an offer to sell nor a solicitation for an offer to purchase any securities of the Company.

The closing of the Offering is expected to occur on or about September 25, 2025, subject to customary closing conditions.

The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number						Description of Exhibit
99.1						Press Release, dated September 22, 2025
104						Cover Page Interactive Data File, formatted as Inline XBRL

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K 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 release may include, among others, statements relating to the Offering, our ability and timing to complete the Offering and the anticipated use of net proceeds therefrom. 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 www.saic.com or on the SEC’s website at www.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 Current Report on Form 8-K to reflect subsequent events, actual results or changes in the Company’s expectations.

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: September 22, 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 (SAIC) announce in this 8-K filing?

Science Applications International Corporation announced the pricing of a private offering of $500.0 million aggregate principal amount of Senior Notes due 2033 to eligible purchasers.

How will SAIC use the $500 million senior notes proceeds?

SAIC intends to use the net proceeds to repay all indebtedness outstanding under its revolving credit facility, cover fees and expenses of the offering, and use any remaining funds for general corporate purposes, including working capital and potential strategic projects and transactions.

When is the SAIC senior notes offering expected to close?

The closing of the senior notes offering is expected to occur on or about September 25, 2025, subject to customary closing conditions.

Are SAIC’s new senior notes registered under U.S. securities laws?

No. The notes have not been registered under the Securities Act or state securities laws and may not be offered or sold in the United States without registration or an applicable exemption.

What type of securities is SAIC issuing in this transaction?

SAIC is issuing Senior Notes due 2033 in a private offering to eligible purchasers.

Does this 8-K filing constitute an offer to sell SAIC securities?

No. The company states that this notice is not intended to and does not constitute an offer to sell or a solicitation of an offer to purchase any securities.