Form 8-K - Current report

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

Dated: February 20, 2024

/s/ Hilary L. Hageman

Hilary L. Hageman

Executive Vice President, General Counsel and Corporate Secretary

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): February 20, 2024

Science Applications International Corporation

(Exact name of registrant as specified in charter)

Delaware

001-35832

46-1932921

(State or other jurisdiction of
incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

12010 Sunset Hills Road

Reston, Virginia

20190

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (703) 676-4300

Not Applicable

(Former name or former address, if changed since last report.)

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 $0.0001 per share	SAIC	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. ☐

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On February 20, 2024, Science Applications International Corporation (the “Company”) provided notice to the New York Stock Exchange (“NYSE”) that it intends to have its shares of common stock, par value $0.0001 per share (“Common Stock”), voluntarily delisted from the NYSE after the close of trading on March 4, 2024, and it intends to voluntarily transfer the listing of its shares of Common Stock to The Nasdaq Stock Market LLC (“Nasdaq”) effective as of the opening of trading on March 5, 2024. The Company’s Common Stock has been authorized for listing on Nasdaq and will continue to trade under the symbol “SAIC”.

On February 20, 2024, the Company issued a press release announcing its listing transfer to Nasdaq, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Note Regarding 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 about our ability to delist our shares of Common Stock from the NYSE and our ability to transfer the listing of our shares of Common Stock to Nasdaq. 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 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description of Exhibit

99.1		Press Release, dated February 20, 2024.

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

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

LOGO

February 20, 2024

SAIC to Host Investor Day in New York City on April 11, 2024

Company also plans to transfer stock market listing to Nasdaq

Reston, Va., February 20, 2024 – Science Applications International Corp. (NYSE: SAIC) announces that it will hold an Investor Day on Thursday, April 11, 2024 and that the company will transfer its stock exchange listing from the New York Stock Exchange (NYSE) to The Nasdaq Stock Market LLC (Nasdaq), effective March 4, 2024 after market close.

The Investor Day for analysts and institutional investors in New York City will be held at Nasdaq’s Global Headquarters where SAIC Chief Executive Officer Toni Townes-Whitley and members of the executive leadership team will discuss the company’s long-term strategy and financial outlook beginning at 11:00 a.m. ET. The event will include a showcase featuring several innovative capabilities and offerings as SAIC aligns to its strategy as a mission-focused technology innovator.

Analysts and institutional investors will be invited to preregister and attend through an invite that will be distributed at the end of February. To receive an invitation and more information, please contact Joe Denardi, Senior Vice President of Investor Relations, at investorrelations@saic.com.

A live webcast of the event and a full copy of the presentation materials will be available on the investor relations section of SAIC’s website. A replay of the webcast will also be made available shortly after the event.

SAIC’s shares of common stock are expected to begin trading as a Nasdaq-listed security on March 5, 2024. SAIC will retain its current ticker symbol “SAIC”.

About SAIC

SAIC® is a premier Fortune 500® technology integrator driving our nation’s technology transformation. Our robust portfolio of offerings across the defense, space, civilian and intelligence markets includes secure high-end solutions in engineering, digital, artificial intelligence and mission solutions. Using our expertise and understanding of existing and emerging technologies, we integrate the best components from our own portfolio and our partner ecosystem to deliver innovative, effective and efficient solutions that are critical to achieving our customers’ missions.

We are approximately 24,000 strong; driven by mission, united by purpose, and inspired by opportunities. SAIC is an Equal Opportunity Employer, fostering a culture of diversity, equity and inclusion, which is core to our values and important to attract and retain exceptional talent. Headquartered in Reston, Virginia, SAIC has annual revenues of approximately $6.9 billion. For more information, visit saic.com. For ongoing news, please visit our newsroom.

Forward-Looking Statements

Certain statements in this release 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, estimates of future revenues, operating income, earnings, earnings per share, charges, total contract value, backlog, outstanding shares and cash flows, statements about future dividends, share repurchases and other capital deployment plans, and statements about our ability to delist our shares of common stock from the NYSE and our ability to transfer the listing of our shares of common stock to Nasdaq. 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 SEC, which may be viewed or obtained through the Investor Relations section of our website at saic.com or on the SEC’s website at 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. SAIC expressly disclaims any duty to update any forward-looking statement provided in this release to reflect subsequent events, actual results or changes in SAIC’s expectations. SAIC also disclaims any duty to comment upon or correct information that may be contained in reports published by investment analysts or others.

Media Contact:

Kara Gerhardt Ross

703-362-6046 | kara.g.ross@saic.com

Document and Entity Information	Feb. 20, 2024
Cover [Abstract]
Entity Registrant Name	Science Applications International Corp
Amendment Flag	false
Entity Central Index Key	0001571123
Document Type	8-K
Document Period End Date	Feb. 20, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-35832
Entity Tax Identification Number	46-1932921
Entity Address, Address Line One	12010 Sunset Hills Road
Entity Address, City or Town	Reston
Entity Address, State or Province	VA
Entity Address, Postal Zip Code	20190
City Area Code	(703)
Local Phone Number	676-4300
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	SAIC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false