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Common stock, par value $.0001 per share

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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).

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. ☐

On January 17, 2024, Leidos Holdings, Inc. (the “Company”) announced that Jerald S. Howe, Jr., will be leaving his role as the Company’s General Counsel and Corporate Secretary effective April 1, 2024 (the “Effective Date”). As part of his planned retirement from the Company, Mr. Howe will continue in a full-time advisory role, on the same terms and conditions of employment, through July 31, 2024, and he will serve in a more limited advisory capacity as a consulting employee through March 15, 2025. In connection with his role as a consulting employee, the Company entered into a Consulting Employee Agreement with Mr. Howe, dated January 17, 2024, and effective at the Effective Date (the “Agreement”). Pursuant to the Agreement, Mr. Howe will receive $1,200 per hour in consideration for consulting services, with working hours not to exceed 1,860 hours in any 12-month period. In addition, the Agreement provides certain benefits to Mr. Howe, including continued eligibility for medical insurance and continued participation in the Leidos Retirement Plan.

The foregoing summary of the Agreement does not purport to be complete and is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 and incorporated herein by reference.

On January 17, 2024, the Board of Directors of the Company appointed Daniel J. Antal as General Counsel and Corporate Secretary of the Company, effective April 1, 2024. Mr. Antal, age 52, previously served as General Counsel for Rolls-Royce Defense and North America. He has extensive experience across the defense and aerospace industries leading a range of General Counsel functions including legal, corporate governance, contracts, and risk. He previously spent more than seven years at the Company, where he served as general counsel for defense and corporate secretary, before supporting the Company's former Civil group. He also worked at MWH Global and served as director of risk management for the Middle East and director of operations. Mr. Antal has an MBA from the University of Denver Daniels Business College, and a JD from the University of Denver Sturm College of Law.

A copy of the press release related to these announcements is furnished as Exhibit 99.1 hereto.

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.