UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~_________________________________________________________~~FORM 8-K

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): February 1114, 2026

_________________________________________________________

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.)

Delaware

001-35832

46-1932921

12010 Sunset Hills Road Reston, Virginia

20190

(State or other Jurisdictionof Incorporation)

(CommissionFile Number)

(IRS EmployerIdentification No.)

(Address of Principal Executive Offices)

(Zip Code)

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~~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)	~~Trading Symbol(s)~~	Name of each exchange on which registered	~~Name of each exchange on which registered~~
Common Stock, par value $.0001 per share		SAIC		The Nasdaq Stock Market LLC
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 25.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition.~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAppointment February 11, 2026, Science Applications International Corporation (the “Company”) announced certain preliminary unaudited financial results for its fiscal fourth quarter, full fiscal year ended January 30, 2026 and the Company’s financial outlook for fiscal year 2027 in a press release and presentation that are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively. The press release and presentation are incorporated by reference herein. The estimated financial results for the year ended January 30, 2026 are preliminary and subject to normal end of ~~period~~James ~~closing procedures and, accordingly, are subject to change~~C. AsReagan aas ~~consequence,~~Chief ~~actual~~Executive ~~results~~Officer may differ from the preliminary results contained in the press release and presentation. The non-GAAP measures for the year ended January 30, 2026 will be reconciled to the corresponding generally accepted accounting principles (“GAAP”) financial measures when the Company reports its full fourth quarter and fiscal year 2026 results on March 16, 2026. A copy of this presentation will also be posted on the Company’s Investor Relations website at https://investors.saic.com.

~~The~~On ~~attached~~February 17, ~~Exhibits~~2026, ~~99.1~~Science ~~and~~Applications ~~99.2~~International ~~contain~~Corporation ~~certain~~(the ~~estimated,~~“Company”) ~~forward-looking~~announced ~~financial~~that ~~measures~~the ~~for~~Board ~~fiscal~~of ~~year~~Directors ~~2027~~of ~~not~~the ~~presented~~Company in(the ~~accordance~~“Board”) ~~with~~appointed ~~GAAP,~~James ~~including~~(“Jim”) ~~adjusted~~C. ~~EBITDA~~Reagan as Chief Executive Officer of the Company, ~~adjusted~~effective ~~EBITDA~~February 17, ~~margin~~2026 ~~and~~(the ~~free~~“Effective ~~cash~~Date”). ~~flow~~Mr. Reagan, ~~that~~age ~~have~~67, ~~not~~has ~~been~~extensive ~~reconciled~~background, toknowledge and understanding of the ~~corresponding~~sector ~~GAAP~~as ~~financial~~a ~~measures~~senior ~~due~~finance toexecutive ~~the~~with ~~difficulty~~over two decades of experience in ~~forecasting~~both private and ~~quantifying~~publicly ~~certain~~held ~~amounts~~companies ~~necessary~~in ~~for~~the ~~such~~defense ~~reconciliation~~and government services industries. ~~Because~~Most ~~certain~~recently, ~~deductions~~Mr. Reagan has served as Interim Chief Executive Officer for ~~non-GAAP~~the ~~exclusions~~Company ~~used~~since toOctober 23, ~~calculate~~2025, ~~net~~and ~~income~~previously served as Executive Vice President and ~~cash~~Chief ~~flows~~Financial Officer of Leidos Holdings, Inc. (NYSE: LDOS) from ~~operating~~July ~~activities~~2015 ~~may~~until ~~vary~~July ~~significantly~~2021. ~~based~~Prior onto ~~actual~~joining ~~events~~Leidos, Mr. Reagan served as Chief Financial Officer for several organizations including Vencore, Inc., a defense contractor serving the ~~Company~~Intelligence isCommunity ~~not~~and ~~able~~Department toof ~~forecast~~Defense, ~~GAAP~~and ~~net~~at ~~income~~PAE, orInc., ~~GAAP~~a ~~net~~defense ~~cash~~and ~~flows~~government ~~from~~services ~~operating~~engineering ~~activities~~contractor. ~~with~~Mr. Reagan ~~reasonable~~was ~~certainty~~also Chief Financial Officer of Aspect Communications and held several senior roles at MCI Telecommunications, Nextel and AMS. ~~The~~Mr. Reagan ~~variability~~has served as an independent member of the ~~above~~Board ~~charges~~from ~~may~~January ~~have~~2023 anto ~~unpredictable~~October 23, 2025, and ~~potentially~~has ~~significant~~continued ~~impact~~to serve on ~~our~~the ~~future~~Board ~~GAAP~~since ~~financial~~October ~~results~~2025 in an Employee Director capacity.

In connection with his appointment as Chief Executive Officer of the Company, Mr. Reagan’s initial annual compensation as Chief Executive Officer will be as follows: (i) an annual base salary of $1,200,000 effective as of February 17, 2026, (ii) a short-term incentive cash bonus target equal to 150% of his annual base salary, and (iii) $7,500,000 of long-term incentive awards comprised of 40% restricted stock units (“RSUs”) and 60% performance stock units (“PSUs”) under the Company’s 2023 equity incentive plan. Mr. Reagan will be eligible to participate in the Company’s deferred compensation plan. If Mr. Reagan is terminated without cause while he is serving as Chief Executive Officer, he will receive termination benefits pursuant to SAIC’s Executive Severance, CIC and Retirement Policy. There are no family relationships between Mr. Reagan and any other executive officer or director of the Company that require disclosure under Item 401(d) of Regulation S-K. There are no transactions between Mr. Reagan or any member of his immediate family and the Company that require disclosure under Item 404(a) of Regulation S-K.

Item 7.01.

Regulation FD Disclosure.

~~The information contained in Item 2.02 “Results of Operations and Financial Condition” is incorporated herein by reference.~~ On February 11 17, 2026, ~~certain~~the ~~members of~~ Company ~~management~~issued ~~are~~a ~~attending~~press anrelease ~~investor~~announcing ~~conference~~the ~~and~~events ~~will~~discussed bein ~~presenting~~Item a5.02 ~~business~~above, ~~update~~the ~~including~~text ~~the~~of ~~information~~which ~~contained~~is infurnished ~~Exhibits~~as Exhibit 99.1 hereto and 99incorporated herein by reference.2. The information contained in this Item 7.01, and ~~Exhibits~~Exhibit 99.1 ~~and~~is ~~99.2, are~~ 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 ~~Exhibits~~Exhibit 99.1 ~~and 99.2~~ 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.

~~Forward-Looking~~Item 9.01. Financial Statements and Exhibits.

This Current Report on Form 8-K may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believes,” “expects,” “intends,” “plans,” “anticipates,” “hopes,” “likely,” “will,” and similar expressions identify such forward-looking statements. These statements are based on the Company’s expectations and involve risks, uncertainties and other important factors that could cause the actual results performance or achievements of the Company (or entities in which the Company has interests), or industry results, to differ materially from future results, performance or achievements expressed or implied by such forward-looking statements. Certain factors that could cause the Company’s actual future results to differ materially from those discussed are noted in connection with such statements, but other unanticipated factors could arise. Certain risks regarding the Company’s forward-looking statements are discussed in the Company’s filings with the Securities and Exchange Commission, including an extensive discussion of these risks in the Company’s Annual Report on Form 10-K and updated in any subsequent Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements which reflect management’s view only as of the date of this Form 8-K. The Company undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, conditions or circumstances.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

ExhibitNumber	Description of Exhibit	~~Description of Exhibit~~
99.1	Press Release issued by Science Applications International Corporation on February 17, 2026	~~Press Release, dated February 11, 2026~~
99.2		Business Update Presentation, dated February 11, 2026
104	Cover Page Interactive Data File, formatted as Inline XBRL
104		Cover Page Interactive Data File, formatted as Inline XBRL

Forward-Looking Statements

Certain statements in this report 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 report may include, among others, estimates of future revenues, operating income, earnings, earnings per share, charges, total contract value, backlog, outstanding shares and cash flows, as well as statements about the Board’s ability to identify the Company’s new Chief Executive Officer in a timely manner and the outcome of future operations under new management. 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 saic.com or on the SEC’s website at 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 report to reflect subsequent events, actual results or changes in the Company’s expectations. The Company also disclaims any duty to comment upon or correct information that may be contained in reports published by investment analysts or others.

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: February 11, 2026

Science Applications International Corporation

By: /s/ Hilary L. Hageman Hilary L. Hageman Executive Vice President, General Counsel and Corporate Secretary

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

Date: February 17, 2026

/s/ Hilary L. Hageman

Hilary L. Hageman

Executive Vice President, General Counsel and Corporate Secretary

Filing Compare · Science Applications International Corp