Leidos Holdings, Inc. 8-K

What Happened
Leidos Holdings, Inc. (through its wholly owned subsidiary Leidos, Inc.) announced on January 26, 2026 that it entered into a Stock Purchase Agreement (dated January 23, 2026) to acquire all outstanding shares of KENE Parent, Inc. (“Entrust”) from KENE Holdings, L.P. for a base cash purchase price of $2,400,000,000, subject to customary adjustments for cash, debt, transaction expenses and net working capital. The parties expect the transaction to close in the second quarter of 2026 and the deal is subject to customary closing conditions, including expiration of the Hart‑Scott‑Rodino waiting period and other regulatory approvals.

Key Details

• Buyer: Leidos, Inc. (a Delaware subsidiary and wholly owned by Leidos Holdings, Inc.). Seller: KENE Holdings, L.P.; target: KENE Parent, Inc. (“Entrust”).
• Base purchase price: $2.4 billion in cash, subject to adjustments for Entrust’s cash, debt, transaction expenses and net working capital.
• Timing & conditions: Expected close in Q2 2026; subject to HSR clearance, absence of a material adverse effect, accuracy of reps and warranties, and other customary conditions. Transaction may be terminated if not consummated by August 14, 2026.
• Protections: Purchaser secured customary representations & warranties insurance (R&W policy) as recourse for certain seller breaches; reps and warranties do not survive closing.

Why It Matters
This is a material acquisition for Leidos: it commits a substantial cash purchase price ($2.4B base) and will require regulatory clearance and financing actions before closing. Investors should note the timing (expected Q2 2026), the regulatory/HSR review risk that could delay or block the deal, and that Leidos obtained R&W insurance rather than post-closing seller survival of reps and warranties. The company highlighted customary forward‑looking risks in the filing related to completing and integrating the transaction and obtaining any required financing and approvals.