Fautsch Leslie K. 4

What Happened

• Leslie K. Fautsch, Chief Human Resources Officer at Leidos Holdings (LDOS), received equity compensation on 2026-02-12 consisting of two awards: 3,146 restricted stock units (RSUs) and 1,287 performance-share-related shares (both recorded as acquisitions at $0.00). Separately, 422 shares were disposed (withheld) to satisfy tax obligations at a reported value of $173.00 per share, totaling $73,006. The awards are compensation (not an open-market purchase); the 422-share disposition was a tax withholding.

Key Details

• Transaction date: February 12, 2026.
• Awards: 3,146 RSUs (grant) and 1,287 performance-share settlement (acquired at $0.00).
• Tax withholding: 422 shares disposed at $173.00 each = $73,006.
• Vesting note: The 3,146 RSU award vests in three annual installments beginning March 7, 2026 (footnote F1).
• Withholding note: The 422 shares were withheld to satisfy tax obligations per the performance share award agreement (footnote F2).
• Shares owned after transaction: Not disclosed in the provided filing.
• Filing timeliness: Form filed 2026-02-17 for a 2026-02-12 transaction (filed one business day late based on the typical two-business-day Form 4 deadline).

Context

• These entries reflect compensation-related awards and routine tax withholding, not an open-market buy or a voluntary sale. Tax-withholding disposals are common following equity settlements and do not necessarily indicate a change in the insider’s view of the company.