Entry into a Material Definitive Agreement · Regulation FD Disclosure
Item 1.01. Entry into a Material Definitive Agreement. On the Closing Date, pursuant to the Contribution Agreement, the JV, Leidos Inc. and the AHP Entities entered into an amended and restated limited liability company agreement of the JV (the “JV Agreement”).…
Filed Oct 5, 2026Accepted Oct 5, 2026, 8:21 AM EDTCIK 1336920Accession 0001193125-26-413208
Leidos is an industry and technology leader serving government and commercial customers with smarter, more efficient digital and mission innovations. Headquartered in Reston, Virginia, with approximately 50,000 global employees, Leidos reported annual revenues of approximately $17.2 billion for the fiscal year ended January 2, 2026. For more information, visit www.leidos.com.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On the Closing Date, pursuant to the Contribution Agreement, the JV, Leidos Inc. and the AHP Entities entered into an amended and restated limited liability company agreement of the JV (the “JV Agreement”).
The AHP Entities (in such capacity, collectively, the “AHP Investor”) will have the right to appoint a majority of the JV’s board of directors (the “Board” and such appointed directors, the “AHP Directors”) and the AHP Directors, collectively, will have majority voting power of the full Board. Leidos Inc. (in such capacity, the “Leidos Investor”) will initially have the right to designate a minority of the available seats on the Board and will have minority investor protective rights over certain material proposed actions by the JV and its subsidiaries customary for similar transactions.
The JV Agreement provides that distributions of the JV’s available cash will be made when and as determined by the Board, and at least once annually. In addition, the JV Agreement provides that no member of the JV (including the Leidos Investor and the AHP Investor) will be obligated to make further capital contributions to the JV after the JV Closing.
The JV Agreement also includes certain transfer rights and restrictions relating to Units of the JV applicable to the AHP Investor and the Leidos Investor, including drag-along rights of the AHP Investor, tag-along rights of the Leidos Investor, and following the seven-year anniversary of the JV Closing, certain liquidity demand exit rights of the Leidos Investor, in each case, subject to certain timing, procedural, and other limitations set forth in the JV Agreement.
The foregoing description of the JV Agreement does not purport to be complete, is subject to and is qualified in its entirety by reference to the copy of the JV Agreement attached hereto as Exhibit 10.1, and incorporated herein by reference in its entirety.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On October 5, 2026, Leidos issued a press release announcing, among other things, the JV Closing. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as may be expressly set forth by specific reference in such filing.
Filed exhibits (1)
EX-99.1 (by filename) d157380dex991.htm
Exhibit 99.1
Leidos Security Enterprise Solutions and Analogic close deal to strengthen global security screening capabilities
RESTON, Va. (Oct. 5, 2026) - Leidos (NYSE: LDOS) and investment firm Altaris have completed their previously announced
transaction to form a scaled U.S.-based joint venture (JV) for advancing security screening at airports, borders and critical infrastructure worldwide.
Operating under the Analogic brand, the new company combines complementary security screening technologies, engineering expertise and advanced manufacturing
capabilities. Leidos will retain a significant minority ownership stake in the company, maintaining its interests in a critical national security market.
“This JV creates an American innovator with the technology, talent and scale to address rapidly evolving global security screening needs,” said
Leidos Chief Executive Officer Tom Bell. “Its launch also sharpens our focus on the growth engines driving our NorthStar 2030 strategy.”
In
parallel with the mission of the Analogic JV, Leidos will continue its work across the broader aviation ecosystem, including modernizing airports and air traffic systems to help move people safely and e…