What changed in this filing

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Item 9A. Controls and Procedures

2026-02-17 compared with 2025-02-11 · 33 added, 56 removed, 230 unchanged (28% of the section changed)

10 unchanged sentences

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

As permitted by the SEC rules, management's assessment and conclusion on the effectiveness of our internal control over financial reporting as of January 2, 2026, excludes an assessment of the internal control over financial reporting of Kudu Dynamics, acquired on May 23, 2025.

Kudu Dynamics represents approximately 0.2% of our consolidated total assets, excluding the preliminary value of goodwill and intangible assets related to Kudu Dynamics, at January 2, 2026, and 0.4% and 0.1% of our consolidated revenues and operating income, respectively, for the fiscal year ended January 2, 2026.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our internal control over financial reporting as of January 2, 2026, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

1 unchanged sentence

Deloitte & Touche LLP, an independent registered public accounting firm, audited our consolidated financial statements included in this Annual Report on Form 10-K and our internal control over financial reporting, and that firm’s report on our internal control over financial reporting is set forth below.

February 11, 2025

Leidos Holdings, Inc.

7 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 2, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 3, 2025, of the Company and our report dated February 11, 2025, expressed an unqualified opinion on those financial statements.

As described in Management's Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Kudu Dynamics, which was acquired on May 23, 2025.

Kudu Dynamics represents approximately 0.2% of consolidated total assets, excluding the preliminary value of goodwill and intangible assets related to Kudu Dynamics at January 2, 2026, and 0.4% and 0.1% of consolidated revenues and operating income, respectively, for the fiscal year ended January 2, 2026.

Accordingly, our audit did not include the internal control over financial reporting at Kudu Dynamics.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 2, 2026, of the Company and our report dated February 17, 2026, expressed an unqualified opinion on those financial statements and included an explanatory paragraph regarding the Company's change in its method of accounting for cash.

Basis for Opinion

28 unchanged sentences

For certain information required by Item 10 with respect to executive officers, see “Executive Officers of the Registrant” at the end of Part I of this Annual Report on Form 10-K.

For additional information required by Item 10 with respect to executive officers and directors, including audit committee and audit committee financial experts, procedures by which stockholders may recommend nominees to the Board of Directors and compliance with Section 16(a) of the Securities Exchange Act of 1934, see the information set forth under the captions “Proposal 1–Election of Directors,” “Corporate Governance” and “Other Information” appearing in the 2025 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended January 3, 2025, which required information is incorporated by reference into this Annual Report on Form 10-K.

For additional information required by Item 10 with respect to executive officers and directors, including audit committee and audit committee financial experts, procedures by which stockholders may recommend nominees to the Board of Directors and compliance with Section 16(a) of the Securities Exchange Act of 1934, see the information set forth under the captions “Proposal 1–Election of Directors,” “Corporate Governance” and “Ownership of Voting Securities” appearing in the 2026 Proxy Statement to be filed with the SEC within 120 days of the fiscal year ended January 2, 2026, which required information is incorporated by reference into this Annual Report on Form 10-K.

We have a code of conduct that applies to our principal executive officer and our senior financial officers.

10 unchanged sentences

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

For information required by Item 12 with respect to the security ownership of certain beneficial owners and management, see the information set forth under the caption “Other Information” in the 2025 Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended January 3, 2025, which required information is incorporated by reference into this Annual Report on Form 10-K.

For information required by Item 12 with respect to the security ownership of certain beneficial owners and management, see the information set forth under the caption “Ownership of Voting Securities” in the 2026 Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended January 2, 2026, which required information is incorporated by reference into this Annual Report on Form 10-K.

Information with respect to our equity compensation plans as of January 2, 2026, is set forth below:

20 unchanged sentences

(1) The following equity compensation plans approved by security holders are included in this plan category:

the 2017 Omnibus Incentive Plan, the 2006 Equity Incentive Plan, as amended, and the 2006 Employee Stock Purchase Plan, as amended.

(2) Represents (i) 1,693,633 shares of Leidos common stock reserved for future issuance for service-based awards and performance and market-based awards assuming achievement of the target level of performance for unearned performance and market-based awards (does not include an additional 364,885 shares if the maximum level of performance is achieved) and other stock awards under the 2017 Omnibus Incentive Plan and 2006 Equity Incentive Plan, (ii) 3,723 shares of Leidos common stock issuable pursuant to dividend equivalent rights and (iii) 1,169,070 shares of Leidos common stock reserved for future issuance upon the exercise of outstanding options awarded under the 2017 Omnibus Incentive Plan and 2006 Equity Incentive Plan.

the 2017 Omnibus Incentive Plan and the 2006 Employee Stock Purchase Plan, as amended.

(2) Represents (i) 1,691,254 shares of Leidos common stock reserved for future issuance for service-based awards and performance and market-based awards assuming achievement of the target level of performance for unearned performance and market-based awards (does not include an additional 444,758 shares if the maximum level of performance is achieved) and other stock awards under the 2017 Omnibus Incentive Plan, (ii) 3,138 shares of Leidos common stock issuable pursuant to dividend equivalent rights and (iii) 1,056,024 shares of Leidos common stock reserved for future issuance upon the exercise of outstanding options awarded under the 2017 Omnibus Incentive Plan.

Does not include shares to be issued pursuant to purchase rights under the 2006 Employee Stock Purchase Plan.

2 unchanged sentences

The maximum number of shares initially available for issuance under the 2017 Omnibus Incentive Plan was 7.5 million.

The 2006 Equity Incentive Plan was amended in June 2012 to provide that the maximum number of shares available for issuance thereunder is 12.5 million.

The 2006 Employee Stock Purchase Plan was amended in September 2016 to provide that the maximum number of shares available for issuance thereunder is 5.0 million.

Those shares that are issued under the 2017 Omnibus Incentive Plan and 2006 Equity Incentive Plan that are forfeited or repurchased at the original purchase price or less or that are issuable upon exercise of awards granted under the plan that expire or become unexercisable for any reason after their grant date without having been exercised in full.

Those shares that are issued under the 2017 Omnibus Incentive Plan that are forfeited or repurchased at the original purchase price or less or that are issuable upon exercise of awards granted under the plan that expire or become unexercisable for any reason after their grant date without having been exercised in full.

(5) The Management Stock Compensation Plan has not been approved by security holders and is included in this plan category.

4 unchanged sentences

Principal Accounting Fees and Services

For information required by Item 14 with respect to principal accounting fees and services, see the information set forth under the caption “Audit Matters” in the 2025 Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended January 3, 2025, which required information is incorporated by reference into this Annual Report on Form 10-K.

For information required by Item 14 with respect to principal accounting fees and services, see the information set forth under the caption “Audit and Non-Audit Fees” in the 2026 Proxy Statement, to be filed with the SEC within 120 days of the fiscal year ended January 2, 2026, which required information is incorporated by reference into this Annual Report on Form 10-K.

Leidos Holdings, Inc.

12 unchanged sentences

Number Description of Exhibit

3.1 Amended and Restated Certificate of Incorporation of Leidos Holdings, Inc.

Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on May 15, 2020.

3.1 Restated Certificate of Incorporation of Leidos Holdings, Inc., dated as of August 1, 2025.

Incorporated by reference to Exhibit 3.1 to our Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2025.

3.2 Amended and Restated Bylaws of Leidos Holdings, Inc.

14 unchanged sentences

Incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the SEC on May 12, 2020.

4.6 Form of 4.375% Senior Notes due 2030.

Incorporated by reference to Exhibit 4.4 to our Current Report on Form 8-K filed with the SEC on May 12, 2020.

4.7 Indenture relating to the 2.300% Senior Notes due 2031, dated as of October 8, 2020 among Leidos, Inc., Leidos Holdings, Inc, as guarantor, and Citibank, N.A., as trustee.

Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on October 9, 2020.

4.8 Form of 2.300% Senior Notes due 2031.

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 9, 2020.

Leidos Holdings, Inc.

1 unchanged sentence

Number Description of Exhibit

4.8 Form of 2.300% Senior Notes due 2031.

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on October 9, 2020.

4.9 Officers’ Certificate of Leidos, Inc., dated as of February 28, 2023.

2 unchanged sentences

Included in Exhibit 4.9 and incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on February 28, 2023.

4.11 Officers’ Certificate of Leidos, Inc., dated as of February 13, 2025.

Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the SEC on February 20, 2025.

4.12 Form of Global Note representing Leidos, Inc.’s 5.400% Notes due 2032.

Included in Exhibit 4.11 and incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on February 20, 2025.

4.13 Form of Global Note representing Leidos, Inc.’s 5.500% Notes due 2035.

Included in Exhibit 4.11 and incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the SEC on February 20, 2025.

4.14 Description of Common Stock.

Incorporate d by reference to Exhibit 4.13 to our Annual Report on Form 10-K filed with the SEC on February 23, 2021.

10.1* Leidos Holdings, Inc.’s 2006 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.1 to our Annual Report on Form 10-K filed with the SEC on March 27, 2014.

Incorporated by reference to Exhibit 4.13 to our Annual Report on Form 10-K filed with the SEC on February 23, 2021.

10.2 * Leidos Holdings, Inc.

3 unchanged sentences

Incorporated by reference to Exhibit 10.3 to our Annual Report on Form 10-K filed with the SEC on March 27, 2014.

10.4* Amended and Restated Leidos, Inc.

’ s Keystaff Deferral Plan.

10.4* Amended and Restated Leidos, Inc.’s Keystaff Deferral Plan.

Incorporated by reference to Exhibit 10.4 to our Transition Report on Form 10-K filed with the SEC on February 26, 2016.

3 unchanged sentences

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on August 4, 2017.

10.7* Form of Nonstatutory Stock Option Agreement of Leidos Holdings, Inc.’s 2006 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K filed with the SEC on March 27, 2014.

10.8* Form of Nonstatutory Stock Option Agreement (Non-Employee Directors) of Leidos Holdings, Inc.’s 2006 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.11 to our Annual Report on Form 10-K filed with the SEC on March 27, 2014.

10.9* Form of Restricted Stock Unit Award Agreement of Leidos Holdings, Inc.’s 2006 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.14 to our Annual Report on Form 10-K filed with the SEC on March 27, 2014.

10.10* Form of Restricted Unit Award Agreement (Management) of Leidos Holdings, Inc.’s 2006 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.16 to our Annual Report on Form 10-K filed as with the SEC on March 27, 2014.

10.7* Form of Indemnification Agreement.

2 unchanged sentences

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the SEC on October 29, 2019.

10.13* Executive Employment Agreement dated June 30, 2014.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on July, 2, 2014.

10.14* Form of Performance Share Award Agreement of Leidos Holdings, Inc.

’ s 2006 Equity Incentive Plan (for Performance Share Award Agreements entered into on or after April 3, 2015).

Incorporated by reference to Exhibit 10.33 to our Annual Report on Form 10-K filed with the SEC on March 25, 2015.

Leidos Holdings, Inc.

Annual Report

Number Description of Exhibit

10.15* Form of Restricted Stock Unit Award Agreement of Leidos Holdings, Inc.’s 2006 Equity Incentive Plan.

Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed with the SEC on May 5, 2017.

10.16* Form of Nonstatutory Stock Option Agreement of Leidos Holdings, Inc.’s 2006 Equity Incentive Plan (for Nonstatutory Stock Option Agreements granted on March 3, 2017).

Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q filed with the SEC on May 5, 2017.

10.17* Form of Performance Share Award Agreement of Leidos Holdings, Inc.

’ s 2006 Equity Incentive Plan (for Performance Share Award Agreements granted on March 3, 2017).

Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed with the SEC on May 5, 2017.

10.9* Executive Employment Agreement, dated February 23, 2023, between Leidos Holdings, Inc.

and Thomas A.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on February 27, 2023.

10.10* Form of Notice of Grant of Options for Non-Employee Directors under the Leidos Holdings, Inc.

7 unchanged sentences

Incorporated by reference to Exhibit 10.20 to our Annual Report on Form 10-K filed with the SEC on February 13, 2024.

Leidos Holdings, Inc.

Annual Report

Number Description of Exhibit

10.13* Form of Notice of Grant of Performance Share Awards for Employees under the Leidos Holdings, Inc.

17 unchanged sentences

Incorporated by reference to Exhibit 10.2 to our Form 10-Q filed with the SEC on August 1, 2023.

10.28 Executive Employment Agreement, dated February 23, 2023, between Leidos Holdings, Inc.

and Thomas A.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on February 27, 2023.

Leidos Holdings, Inc.

Annual Report

Number Description of Exhibit

10.29 Consulting Employee Agreement, dated January 17, 2024, between Leidos Holdings, Inc.

and Jerald S.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on January 17, 2024.

19 Insider Trading Policy .

Incorporated by reference to Exhibit 19 to our Annual Report on Form 10-K filed with the SEC on February 11, 2025.

21 Subsidiaries of the Registrant.

15 unchanged sentences

† Confidential treatment has been granted with respect to certain portions of these exhibits

Leidos Holdings, Inc.

Annual Report

Form 10-K Summary

21 unchanged sentences

Jonas Director February 17, 2026

/s/ Robert C.

Director February 17, 2026

Director February 11, 2025

May Director February 17, 2026

Mohapatra Director February 11, 2025

Norton Director February 17, 2026

3 unchanged sentences

Shapard Director February 17, 2026

Stalnecker Director February 11, 2025

Leidos Holdings, Inc.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures