Leidos Holdings: enters amended JV agreement with AHP Entities

What happened Leidos Holdings, Inc. filed a Form 8-K on Oct 5, 2026 reporting that, 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 filing says the AHP Entities (the "AHP Investor") will have the right to appoint a majority of the JV’s board of directors and the AHP Directors will have majority voting power. The filing also says Leidos Inc. (the "Leidos Investor") will initially have the right to designate a minority of the board seats and will have minority investor protective rights over certain material proposed actions. The filing says Leidos issued a press release on Oct 5, 2026 announcing the JV closing.

Key details

• AHP Investor will appoint a majority of the JV board and AHP Directors will hold majority voting power.
• Leidos Investor will initially designate a minority of board seats and holds minority investor protective rights.
• Distributions of the JV’s available cash will be made as determined by the board and at least once annually.
• No member will be obligated to make further capital contributions to the JV after the JV closing; after the 7-year anniversary of the JV closing Leidos has certain liquidity demand exit rights, subject to limitations.

Why it may matter This item is reported under Item 1.01 (entry into a material definitive agreement) and Item 7.01 (Regulation FD disclosure via press release). Item 1.01 covers the JV Agreement terms on governance, distributions, capital contribution obligations and transfer rights. The filing does not show why the insider traded or why the company acted.