Science Applications International Corp false 0001571123 0001571123 2025-11-13 2025-11-13
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): November 13, 2025
Science Applications International Corporation
(Exact name of registrant as specified in its charter)
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| Delaware |
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001-35832 |
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46-1932921 |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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| 12010 Sunset Hills Road Reston, Virginia |
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20190 |
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(Zip Code) |
Registrant’s telephone number, including area code: (703) 676-4300
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
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SAIC |
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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. |
On November 13, 2025, Science Applications International Corporation (the “Company”) announced that in connection with an internal reorganization, David C. Ray, Executive Vice President, Space and Intelligence Business Group, will step down from his current role immediately and depart from the Company on January 30, 2026. Following his departure from the Company, Mr. Ray will receive certain severance compensation pursuant to Section 5 of 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.
| Item 7.01. |
Regulation FD Disclosure. |
On November 13, 2025, the Company issued a press release announcing the event 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.
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| Exhibit
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Description of Exhibit |
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| 99.1 |
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Press Release, dated November 13, 2025 |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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SCIENCE APPLICATIONS INTERNATIONAL CORPORATION |
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| Date: November 13, 2025 |
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By: |
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/s/ Hilary L. Hageman |
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Hilary L. Hageman |
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Executive Vice President, General Counsel and Corporate Secretary |
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