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

Rhea-AI Filing Summary

Amended Form 6-K corrects a clerical error in the previously filed July 1, 2025 report and restates AGM Group’s current capital structure.

On 25 Jun 2025 the board:

• Cancelled 12,000 Class B shares held by former CTO Yufeng Mi and 30,000 held by Wenjie Tang.
• Issued 1,200,000 new Class B shares to CEO/CSO Bo Zhu for past and future services; no cash was paid.

After these actions the company has 3,174,163 shares outstanding (1,974,163 Class A; 1,200,000 Class B). Class A carries one vote, Class B five votes. Bo Zhu now owns 37.81 % of equity but controls 75.24 % of total voting power.

The dual-class structure makes AGMH a “controlled company” under Nasdaq rules, allowing optional exemptions from certain corporate-governance requirements. No financial results, earnings data or operational updates are included.

Positive

• Corrects previously misstated Class B share count, improving disclosure accuracy.

Negative

• CEO now controls 75.24 % of voting power, heightening governance and minority-rights risk.
• Issuance of 1.2 M Class B shares without cash consideration significantly dilutes public voting influence.

Insights

Corporate Governance Analyst

TL;DR: CEO awarded 1.2 M super-voting shares, gaining 75 % control; minority-holder risk rises.

The amendment fixes disclosure but formalises a substantial governance shift. The 1.2 M non-convertible Class B shares issued for “services” expand total equity by only 36 %, yet voting control consolidates under Bo Zhu (75.24 %). AGMH now qualifies as a Nasdaq “controlled company,” enabling exemptions from board-independence and committee rules. With no performance hurdles or cash consideration, the grant entrenches management and weakens shareholder protections—overall a negative signal for governance-focused investors.

Securities Analyst

TL;DR: Structural—not operational—change; limited near-term financial impact.

The filing involves share-class rebalancing, with negligible effect on aggregate market capitalization because Class B is illiquid and non-transferable. While voting dilution is material, economic dilution is minor (net +1.158 M shares). Unless the market prices a governance discount, valuation impact should be modest. No earnings, cash-flow or guidance metrics were provided, so fundamental forecasts remain unchanged.

Science Applications International Corp false 0001571123 0001571123 2025-07-20 2025-07-20

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): July 20, 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)

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:

☐ 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.

On July 24, 2025, Science Applications International Corporation (the “Company”) announced that David Urban was appointed as a member of the Board of Directors of the Company (the “Board”) for an initial term beginning on September 15, 2025 (the “Effective Date”) and expiring at the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). In connection with the appointment of Mr. Urban to the Board, the Company increased the size of the Board from eleven to twelve members. As of the Effective Date, Mr. Urban will become a member of the Audit Committee of the Board.

Mr. Urban has extensive leadership experience across legal, business, military, political and public service roles, including his current position as Managing Director at BGR Group, a leading bipartisan lobbying and public relations firm, since April 2022. He also serves as Of Counsel for Torridon Law PLLC since June 2024 and is currently a senior political contributor for CNN. Mr. Urban previously served as Executive Vice President, North American Corporate Affairs at ByteDance, the parent company of TikTok, a social media platform, from July 2020 to January 2022, and President of the American Continental Group, a leading bipartisan government affairs and strategic consulting firm, from January 2002 to July 2022. Prior to his corporate positions, Mr. Urban served as Chief of Staff to former U.S. Senator Arlen Specter of Pennsylvania for five years. In addition, Mr. Urban served in the United States Army’s 101 Airborne Division and is a graduate of the United States Military Academy at West Point. He possesses a master’s degree in Public Administration from the University of Pennsylvania as well as a Juris Doctor degree from Temple University. Mr. Urban currently serves on the Board of Directors for Virtu Financial Inc. (NYSE: VIRT), a financial services company, and Eos Energy Enterprises, Inc. (Nasdaq: EOSE), an energy company, as well as various other private technology focused companies.

In connection with his service on the Board, Mr. Urban will be entitled to receive the standard annual cash and equity compensation paid to all non-employee directors of the Company, pro-rated until the 2026 Annual Meeting, and to participate in the Company’s Deferred Compensation Plan, which allows directors to defer 100% of the cash retainer and meeting fees they receive in connection with their service as a member of the Board.

There are no arrangements or understandings between Mr. Urban and any other persons pursuant to which Mr. Urban was selected as a director of the Company. There are no relationships or related transactions between Mr. Urban or any member of his immediate family and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

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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.

		SCIENCE APPLICATIONS INTERNATIONAL CORPORATION
Date: July 24, 2025				By:		/s/ Hilary L. Hageman
						Hilary L. Hageman
						Executive Vice President, General Counsel and Corporate Secretary

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FAQ

What did AGM Group (AGMH) change in this amended Form 6-K?

It corrected the number of Class B shares held by CEO Bo Zhu and restated share cancellations and issuances.

How many new Class B shares were issued to CEO Bo Zhu?

1,200,000 Class B shares were issued on 25 Jun 2025 for past and future services.

What is AGMH’s post-transaction share count?

Total shares: 3,174,163 (1,974,163 Class A; 1,200,000 Class B).

How much voting power does the CEO now hold?

Bo Zhu controls 75.24 % of the company’s aggregate voting power.

Does AGMH now qualify as a Nasdaq “controlled company”?

Yes. With over 50 % voting control held by one individual, AGMH meets the definition and may claim related governance exemptions.