LDOS Leidos Holdings, Inc. - 8-K

Item 2.01.

Completion of Acquisition or Disposition of Assets.

On March 27, 2026, Leidos, Inc. (the “ Purchaser ”), a Delaware corporation and wholly-owned subsidiary of Leidos Holdings, Inc. (the “ Company ”), completed its acquisition of KENE Parent, Inc., a Delaware corporation (“ Entrust ”), pursuant to the terms of the previously announced Stock Purchase Agreement dated January 23, 2026 (the “ Purchase Agreement ”) by and among the Purchaser, KENE Holdings, L.P., a Delaware limited partnership (the “ Seller ”) and Entrust. Pursuant to the terms of the Purchase Agreement, the Purchaser purchased and acquired from the Seller, and the Seller sold, assigned, transferred, conveyed and delivered to the Purchaser, all of the issued and outstanding shares of capital stock of Entrust, free and clear of all liens, for $2,400,000,000 in cash, subject to customary adjustments set forth in the Purchase Agreement for Entrust’s cash, debt, transaction expenses and net working capital (the “ Transaction ”).

The foregoing description of the Transaction does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 26, 2026 (the “ Previous Form 8-K ”). The description of the Purchase Agreement set forth in Item 1.01 of the Previous Form 8-K is incorporated into this Item 2.01 by reference.

Item 7.01.

Regulation FD Disclosure.

On March 30, 2026, the Company issued a press release announcing, among other things, the closing of the Transaction. 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.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are furnished with this report.

Exhibit 99.1

Press Release, dated March 30, 2026.

Exhibit 104

Cover Page Interactive Data File (embedded within the Inline XBRL document).