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): August 5, 2025


			LEIDOS HOLDINGS, INC.
			(Exact name of registrant as specified in its charter)

Delaware

001-33072

20-3562868

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

1750 Presidents Street,

Reston,

Virginia

20190

(Address of principal executive office)

(Zip Code)

(571) 526-6000

(Registrants' telephone number, including area code)

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 $.0001 per share

LDOS

New York Stock Exchange

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. ☐

FORM 8-K

Item 52.0402. ~~Temporary~~Results ~~Suspension~~ of ~~Trading~~Operations ~~Under~~and ~~Registrant's~~Financial ~~Employee Benefits Plans~~Condition.

On ~~May 15~~August 5, 2025, ~~the administrator of the~~ Leidos Holdings, Inc. ~~Retirement Plan~~ (~~“Plan”~~the "Company") ~~provided~~issued ~~notice~~a topress ~~Plan~~release ~~participants~~announcing ~~pursuant~~its tofinancial ~~Section~~results ~~101(i)(2)~~for of the ~~Employee~~second ~~Retirement~~fiscal ~~Income~~quarter ~~Security~~ended ~~Act of 1974~~July 4, as2025. ~~amended,~~A ~~regarding~~copy aof ~~blackout period under~~ the ~~Plan~~press ~~(“Blackout~~release ~~Period”). The Blackout Period~~ is ~~required~~furnished ~~because~~as ~~the~~Exhibit ~~Plan~~99.1 ~~is undergoing administrative changes, including a recordkeeper change and a trustee change~~ to ~~the~~this ~~Plan~~report.

~~During~~The ~~the~~Company’s ~~Blackout~~management ~~Period,~~will ~~Plan~~discuss ~~participants~~operations ~~will~~and befinancial ~~unable~~results toin ~~engage~~an inearnings ~~transactions~~conference ~~involving~~call ~~the~~beginning ~~assets~~at ~~held~~8:00 ina.m. ~~their~~eastern ~~Plan~~on ~~accounts~~August 5, ~~including~~2025. ~~changing~~A ~~contribution~~live ~~rates,~~audio ~~directing~~broadcast orof ~~diversifying~~the ~~investments~~conference ~~(including~~call ~~investments~~along inwith ~~Leidos~~a ~~Holdings,~~supplemental ~~Inc.~~presentation ~~common~~will ~~stock),~~be ~~and~~available ~~obtaining~~to ~~loans,~~the ~~making~~public ~~withdrawals,~~through orlinks ~~taking~~on ~~distributions~~the ~~from~~Investor ~~their~~Relations ~~Plan~~section ~~accounts~~of the Company’s web site (http://investors.leidos.com).

AsThe ~~described~~information ~~more~~contained ~~fully~~ in ~~the~~Item ~~notice,~~2.02 ~~the~~of ~~Blackout~~this ~~Period~~report isand ~~expected~~Exhibit to99.1 ~~begin~~shall ~~during~~not ~~the~~be ~~calendar~~deemed ~~week~~to ofbe ~~June~~"filed" ~~29,~~for ~~2025,~~purposes ~~and~~of ~~end~~Section 18 ~~during~~of the ~~calendar~~Securities ~~week~~Exchange Act of ~~July 20~~1934, ~~2025.~~as ~~During~~amended ~~the~~("Exchange ~~Blackout~~Act"), ~~Period~~or ~~and~~otherwise ~~for~~subject ~~two~~to ~~years after~~ the ~~Blackout~~liabilities ~~Period~~of ~~end~~that ~~date~~section, aand ~~security~~shall ~~holder~~not orbe ~~other~~incorporated ~~interested~~by ~~person~~reference ~~may~~into ~~obtain,~~any ~~without~~registration ~~charge,~~statement ~~the~~or ~~actual~~other ~~beginning~~document ~~and~~filed ~~ending~~under ~~dates of~~ the ~~Blackout~~Securities ~~Period~~Act byof ~~submitting~~1933, aas ~~request~~amended, toor ~~Leidos~~the ~~Holdings,~~Exchange ~~Inc.~~Act, ~~1750~~except ~~Presidents~~as ~~Street,~~shall ~~Reston,~~be VAexpressly ~~20190,~~set ~~Attn:~~forth ~~Office~~by ofspecific ~~the~~reference ~~Corporate~~in ~~Secretary~~such filing.

On May 15, 2025, the registrant sent a notice to its directors and executive officers (“Notice”) informing them of the Blackout Period and the restrictions on trading in Leidos Holdings, Inc. common stock (including with respect to derivatives) that apply to them during the Blackout Period pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.


Item 9.01.			Financial Statements and Exhibits.

(i) Exhibits

Exhibit 99.1			~~Notice~~Press ~~provided~~Release todated ~~directors~~July ~~and~~4, ~~executive~~2025, ~~officers~~issued ofby Leidos Holdings, Inc. ~~on May 15, 2025~~
Exhibit 104			The cover page from this Current Report on Form 8-K, formatted in Inline XBRL and contained in Exhibit 101.

SIGNATURE

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.

LEIDOS HOLDINGS, INC.

Date:

~~May~~August 155, 2025

By:

/s/ ~~Brian~~Christopher ZR. ~~Liss~~Cage

Brian Z. Liss

Christopher R. Cage

Its:

~~SVP,~~Executive ~~Deputy~~Vice ~~General~~President ~~Counsel~~ and ~~Corporate~~Chief ~~Secretary~~Financial Officer

Filing Compare · Leidos Holdings, Inc.