Booz Allen Hamilton Holding Corp 8-K

What Happened

• Booz Allen Hamilton Inc. (the Acquiror), a wholly owned subsidiary of Booz Allen Hamilton Holding Corporation, entered into a Stock Purchase Agreement dated June 19, 2026 to acquire all issued and outstanding shares of Ultra Electronics Advanced Tactical Systems, Inc. (the Company) from Ultra I&C Holdings Limited and related sellers.
• The agreed purchase price is $720 million, subject to customary adjustments. Booz Allen expects the transaction to close in the second quarter of its fiscal 2027 and stated it believes its liquidity position and financing options provide sufficient funds to complete the deal.
• The transaction is subject to customary closing conditions, including expiration/termination of any Hart‑Scott‑Rodino waiting period, absence of any government order blocking the deal, accuracy of parties’ representations and warranties, and other customary covenants. The parties also filed a press release on June 22, 2026 announcing the agreement.

Key Details

• Purchase price: $720 million (subject to certain adjustments).
• Agreement date: June 19, 2026; press release issued June 22, 2026 (Exhibit 99.1).
• Expected close: Q2 of Booz Allen’s fiscal 2027; parties may terminate the agreement if the transaction is not consummated by December 19, 2026 (subject to limitations).
• Closing conditions include HSR clearance and no governmental order preventing the closing; sellers agreed to non‑solicit and confidentiality covenants pre‑closing.

Why It Matters

• This Item 1.01 filing notifies investors of a material acquisition agreement that could affect Booz Allen’s future financial results and operations once completed. Completion is not guaranteed — closing depends on regulatory clearance and other customary conditions.
• Investors should note the transaction size ($720M) and that Booz Allen indicated it has sufficient liquidity/financing options, but should review the full Purchase Agreement, the press release, and Booz Allen’s public filings (including risk factors) for more detail and potential impacts.