SAIC Files 8-K: Regulation FD, Other Events, Financials

TL;DR

SAIC dropped an 8-K on 9/22 detailing Reg FD, other events, and financials. Check it out.

AI Summary

Science Applications International Corporation (SAIC) filed an 8-K on September 22, 2025, reporting on events including a Regulation FD Disclosure, Other Events, and Financial Statements and Exhibits. The filing details SAIC's principal executive offices located at 12010 Sunset Hills Road, Reston, VA 20190, and its fiscal year end of January 30.

Why It Matters

This 8-K filing provides a snapshot of SAIC's recent corporate activities and disclosures, which are important for investors to stay informed about the company's operational and financial status.

Risk Assessment

Risk Level: low — This filing is a routine 8-K reporting standard corporate events and disclosures, not indicating any immediate or significant risks.

Key Numbers

• 001-35832 — SEC File Number (Identifies the company's filing with the SEC.)
• 46-1932921 — IRS Employer Identification No. (Company's tax identification number.)
• 0130 — Fiscal Year End (Indicates the end of the company's fiscal year.)

Key Players & Entities

• Science Applications International Corporation (company) — Registrant
• SAIC (company) — Former Company Name Abbreviation
• SAIC Gemini, Inc. (company) — Former Company Name
• Delaware (jurisdiction) — State of Incorporation
• 12010 Sunset Hills Road, Reston, VA 20190 (address) — Principal Executive Office

FAQ

Key Financial Figures

• $500.0 million — vate offering to eligible purchasers of $500.0 million aggregate principal amount of Senior No
• $1.1 billion — an aggregate principal amount of up to $1.1 billion (the "New Term A Loans") and (ii) our e
• $1.0 billion — ) under the Credit Agreement with a new $1.0 billion senior secured revolving credit facilit

Filing Documents

• saic-20250922.htm (8-K) — 37KB
• saic09222025debtofferingxe.htm (EX-99.1) — 9KB
• saic-logo_rgbxnavybluexlg.jpg (GRAPHIC) — 126KB
• saic2.jpg (GRAPHIC) — 2KB
• 0001571123-25-000172.txt ( ) — 326KB
• saic-20250922.xsd (EX-101.SCH) — 2KB
• saic-20250922_lab.xml (EX-101.LAB) — 22KB
• saic-20250922_pre.xml (EX-101.PRE) — 13KB
• saic-20250922_htm.xml (XML) — 3KB

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 22, 2025, Science Applications International Corporation (the "Company") commenced a private offering to eligible purchasers of $500.0 million aggregate principal amount of Senior Notes due 2033 (the "Notes"), subject to market and certain other conditions (the "Offering"). The Company has included the following disclosure in a preliminary offering memorandum dated September 22, 2025, that the Company expects to disseminate to potential investors in connection with the Offering: Concurrently with the offering of the notes, we are seeking to amend our Third Amended and Restated Credit Agreement dated October 31, 2018, among the Company, the lenders from time to time party thereto and Citibank, N.A., as the administrative agent and the collateral agent (as amended, restated, supplemented, or otherwise modified from time to time prior to the effectiveness of the Credit Agreement Amendment, the "Credit Agreement") by entering into an amendment (the "Credit Agreement Amendment"), pursuant to which, among other things, we expect to refinance (i) our Term Loan A Facility due June 2027 (as defined herein) under the Credit Agreement with a new senior secured term loan "A" facility maturing in 2030 in an aggregate principal amount of up to $1.1 billion (the "New Term A Loans") and (ii) our existing Revolving Credit Facility (as defined herein) under the Credit Agreement with a new $1.0 billion senior secured revolving credit facility maturing in 2030 (the "New Revolving Credit Facility" and, together with the New Term A Loans, the "New Credit Facilities"). The New Term A Loans and any borrowings under the New Revolving Credit Facility are expected to bear interest at a rate of Term SOFR plus an applicable margin to be determined based on market conditions. We intend to use the net proceeds of the New Term A Loans to repay the Term Loan A Facility due June 2027, pay fees and expenses incurred in connection therewith, and to t

01. Other Events

Item 8.01. Other Events. On September 22, 2025, the Company issued a press release announcing the commencement of the Offering. In accordance with Rule 135c of the Securities Act, a copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Accordingly, this notice is not intended to and does not constitute an offer to sell nor a solicitation for an offer to purchase any securities of the Company. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description of Exhibit 99.1 Press Release, dated September 22, 2025 104 Cover Page Interactive Data File, formatted as Inline XBRL

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Current Report on Form 8-K 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 release may include, among others, statements relating to the Offering and the proposed amendment to our Third Amended and Restated Credit Agreement dated October 31, 2018 (the "Amendment"), our ability to complete the Offering and the Amendment and the anticipated use of net proceeds therefrom. 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 www.saic.com or on the SEC's website at www.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 Current Report on Form 8-K to reflect subsequent events, actual results or changes in the Company's expectations.

SIGNATURES

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: September 22, 2025 Science Applications International Corporation By: /s/ Hilary L. Hageman Hilary L. Hageman Executive Vice President, General Counsel and Corporate Secretary

View Full Filing

View this 8-K filing on SEC EDGAR