Leidos Holdings Inc. filed SEC Form 8-K: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans, Financial Statements and Exhibits
$LDOS
EDP Services
Technology
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): May 15, 2025
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(571 ) 526-6000
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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FORM 8-K
| Item 5.04. | Temporary Suspension of Trading Under Registrant's Employee Benefits Plans | ||||
On May 15, 2025, the administrator of the Leidos, Inc. Retirement Plan (“Plan”) provided notice to Plan participants pursuant to Section 101(i)(2) of the Employee Retirement Income Security Act of 1974, as amended, regarding a blackout period under the Plan (“Blackout Period”). The Blackout Period is required because the Plan is undergoing administrative changes, including a recordkeeper change and a trustee change to the Plan.
During the Blackout Period, Plan participants will be unable to engage in transactions involving the assets held in their Plan accounts, including changing contribution rates, directing or diversifying investments (including investments in Leidos Holdings, Inc. common stock), and obtaining loans, making withdrawals, or taking distributions from their Plan accounts.
As described more fully in the notice, the Blackout Period is expected to begin during the calendar week of June 29, 2025, and end during the calendar week of July 20, 2025. During the Blackout Period and for two years after the Blackout Period end date, a security holder or other interested person may obtain, without charge, the actual beginning and ending dates of the Blackout Period by submitting a request to Leidos Holdings, Inc., 1750 Presidents Street, Reston, VA 20190, Attn: Office of the Corporate Secretary.
On May 15, 2025, the registrant sent a notice to its directors and executive officers (“Notice”) informing them of the Blackout Period and the restrictions on trading in Leidos Holdings, Inc. common stock (including with respect to derivatives) that apply to them during the Blackout Period pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(i) Exhibits
| Exhibit 99.1 | |||||
| Exhibit 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL and contained in Exhibit 101. | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LEIDOS HOLDINGS, INC. | |||||||||||||||||
| Date: | May 15, 2025 | By: | /s/ Brian Z. Liss | ||||||||||||||
| Brian Z. Liss | |||||||||||||||||
| Its: | SVP, Deputy General Counsel and Corporate Secretary | ||||||||||||||||