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BCS

Current Report · Items 5.02, 7.01, 9.01 · 8-K

Science Applications International Corporation

SAICNASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD Disclosure

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of James C. Reagan as Chief Executive Officer On February 17, 2026, Science Applications International Corporation (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed James (“Jim”) C.…

Filed Feb 17, 2026Accepted Feb 17, 2026, 7:01 AM ESTCIK 1571123Accession 0001193125-26-053003
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Company context

Current securities

Recent company filings

  1. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureOct 13, 2026
  2. S-8 filingAug 31, 2026
  3. 10-Q filingAug 31, 2026
  4. Results of Operations and Financial ConditionAug 31, 2026
  5. Other EventsAug 28, 2026

Disclosure sections

Items 5.02, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of James C. Reagan as Chief Executive Officer On February 17, 2026, Science Applications International Corporation (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed James (“Jim”) C. Reagan as Chief Executive Officer of the Company, effective February 17, 2026 (the “Effective Date”). Mr. Reagan, age 67, has extensive background, knowledge and understanding of the sector as a senior finance executive with over two decades of experience in both private and publicly held companies in the defense and government services industries. Most recently, Mr. Reagan has served as Interim Chief Executive Officer for the Company since October 23, 2025, and previously served as Executive Vice President and Chief Financial Officer of Leidos Holdings, Inc. (NYSE: LDOS) from July 2015 until July 2021. Prior to joining Leidos, Mr. Reagan served as Chief Financial Officer for several organizations including Vencore, Inc., a defense contractor serving the Intelligence Community and Department of Defense, and at PAE, Inc., a defense and government services engineering contractor. Mr. Reagan was also Chief Financial Officer of Aspect Communications and held several senior roles at MCI Telecommunications, Nextel and AMS. Mr. Reagan has served as an independent member of the Board from January 2023 to October 23, 2025, and has continued to serve on the Board since October 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 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure. On February 17, 2026, the Company issued a press release announcing the events discussed in Item 5.02 above, the text of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The information contained in this Item 7.01 and Exhibit 99.1 is 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 Exhibit 99.1 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.
Filed exhibits (1)
EX-99.1 (by filename) d93127dex991.htm

EX-99.1 2 d93127dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 SAIC Announces CEO Appointment February 17, 2026 Interim CEO, Former Board Member, and Seasoned Government Services Executive James Reagan Named CEO Reston, Va., Feb. 17, 2026 (GLOBE NEWSWIRE) Science Applications International Corporation (Nasdaq: SAIC), a premier Fortune 500® company driving our nation’s digital transformation across the defense, space, civilian, and intelligence markets, today announced that the Company’s Board of Directors has appointed James (“Jim”) Reagan, Chief Executive Officer, effective immediately. “Following a thorough search process, the selection of Jim Reagan as CEO was a unanimous decision by the Board,” said SAIC Board Chair Donna Morea. “Over the past few months, Jim has proven to be the steady hand at the tiller SAIC needs. He understands the Company’s strengths and opportunities and has been working with SAIC business leaders to drive the innovation, speed, and efficiency that will enable future growth and value creation for our customers, shareholders, and employees. We look forward to continuing to work with Jim in his new capacity.” Mr. Reagan is a seasoned executive, with nea…

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