Form 8-K

8-K — Science Applications International Corp

Accession: 0001193125-26-420441

Filed: 2026-10-13

Period: 2026-10-09

CIK: 0001571123

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — d156029d8k.htm (Primary)

EX-99.1 (d156029dex991.htm)

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8-K

8-K (Primary)

Filename: d156029d8k.htm · Sequence: 1

8-K

Science Applications International Corp false 0001571123 0001571123 2026-10-09 2026-10-09

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): October 9, 2026

Science Applications International Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-35832

46-1932921

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

12010 Sunset Hills Road

Reston, Virginia

20190

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (703) 676-4300

Not Applicable

(Former Name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.0001 per share

SAIC

The Nasdaq Stock Market LLC

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).

Emerging growth company ☐

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. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Kenneth B. Crews as Executive Vice President, Chief Financial Officer

On October 13, 2026, Science Applications International Corporation (the “Company”) announced that the Board of Directors of the Company (the “Board”) appointed Kenneth (“Ken”) B. Crews, age 45, as Executive Vice President, Chief Financial Officer of the Company effective December 7, 2026 (the “Effective Date”). Mr. Crews will serve in such capacity until his successor is appointed or his earlier resignation or removal. He will commence employment with the Company on October 30, 2026, and will serve as Chief Financial Officer-Elect until he assumes the role of Executive Vice President, Chief Financial Officer on the Effective Date.

Mr. Crews has extensive background, knowledge and understanding of the sector as a senior finance executive with over two decades of experience in the defense and government services industries. Mr. Crews most recently served as the Corporate Vice President and Chief Financial Officer (“CFO”) for Northrop Grumman Corporation (NYSE: NOC), where he oversaw the company’s enterprise-wide business management and finance functions, encompassing the controller, treasury, contracts and pricing, financial strategy and planning, M&A, tax, internal audit, investor relations, trust administration, investments, and sector business management. Prior to his appointment as CFO for Northrop Grumman Corporation in October of 2024, Mr. Crews served as Vice President of Corporate Finance from July 2024 to October 2024, and Vice President and CFO for multiple sectors, including the Space Systems and Mission Systems sectors from December 2020 to July 2024, where he led financial strategy execution and all business management activities. He also previously held senior leadership roles including Vice President of Business Management for the Navigation, Targeting and Survivability division and Director of Corporate Financial Planning and Analysis throughout his tenure at Northrop Grumman.

In connection with his appointment, Mr. Crews’ annual compensation will be as follows: (i) an annual base salary of $740,000 effective as of the Effective Date, (ii) a short-term incentive cash bonus target equal to 100% of his annual base salary, and (iii) a long-term incentive target of $2,0000,000 in the form of restricted stock units (“RSUs”) and performance stock units under the Company’s executive compensation plan. In addition, Mr. Crews will receive a one-time sign-on cash payment of $250,000, which is subject to repayment if Mr. Crews’ employment ends under certain circumstances within two years, and a one-time sign-on award of RSUs with a grant date value of $2,000,000, vesting in two equal annual installments. Mr. Crews will be eligible to participate in the Company’s deferred compensation plan and will be subject to the Company’s Executive Severance, Change in Control and Retirement Policy. There are no family relationships between Mr. Crews and any other executive officer or director of the Company that require disclosure under Item 401(d) of Regulation S-K. There are no transactions between Mr. Crews or any member of his immediate family and the Company that require disclosure under Item 404(a) of Regulation S-K.

Appointment of Prabu Natarajan as Executive Vice President, Civilian Business Group

In connection with Mr. Crews’ appointment described above, on October 13, 2026, the Company announced that Prabu Natarajan will transition to the role of Executive Vice President, Civilian Business Group of the Company effective October 30, 2026. In addition, Mr. Natarajan will cease his role as Executive Vice President, Chief Financial Officer of the Company as of the Effective Date.

Item 7.01.

Regulation FD Disclosure.

On October 13, 2026, the Company issued a press release announcing the events discussed in Item 5.02 above, the text of which is furnished as Exhibit 99.1 hereto and incorporated herein by reference. The information contained in this Item 7.01 and Exhibit 99.1 is being furnished, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under Section 18. Furthermore, the information contained in this Item 7.01 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Number

Description of Exhibit

99.1

Press Release issued by Science Applications International Corporation on October 13, 2026

104

Cover Page Interactive Data File, formatted as Inline XBRL

SIGNATURES

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.

SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

Date: October 13, 2026

By:

/s/ Hilary L. Hageman

Hilary L. Hageman

Executive Vice President, General Counsel and Corporate

Secretary

EX-99.1

Filename: d156029dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

PRESS RELEASE

SAIC Announces Key Leadership

Appointments

Prabu Natarajan Named Permanent Executive Vice President of the Civilian Business Group; Kenneth Crews to Join SAIC as

Executive Vice President and Chief Financial Officer Elect

RESTON, Va., Oct. 13, 2026 (GLOBE NEWSWIRE) — Science Applications

International Corp. (NASDAQ: SAIC) today announced two key leadership appointments intended to strengthen the executive team and position the company for long-term success through accelerated growth and strong execution.

Prabu Natarajan has been named permanent Executive Vice President of the Civilian Business Group, effective immediately, after serving as interim lead

for the past several months. Natarajan currently serves as SAIC’s Chief Financial Officer and brings deep enterprise leadership and extensive knowledge of SAIC’s business, customers, and strategy to his new role. As the Civilian Business

Group leader, he will continue to build on the group’s momentum and advance SAIC’s growth and delivery for federal civilian customers. Natarajan will continue his role as Executive Vice President of Enterprise Operations and oversight of

Project ORBIT.

Kenneth (Ken) Crews will join SAIC as Executive Vice President and Chief Financial Officer Elect. Crews is an accomplished finance

executive with extensive experience driving enterprise performance, shaping business strategy, and enabling sustainable growth across complex organizations. He previously served as Corporate Vice President and Chief Financial Officer at Northrop

Grumman, where he held several leadership roles during his more than 20 years with the company.

Crews will join SAIC on October 30, with Natarajan

continuing to serve as Chief Financial Officer during the transition. Crews will formally assume the Chief Financial Officer role on December 7, 2026.

“SAIC has significant opportunities ahead, and having the right leaders in the right roles is critical to executing our strategy and accelerating

growth,” said Jim Reagan, SAIC Chief Executive Officer. “Prabu has demonstrated strong leadership of our Civilian business and brings a deep understanding of our customers, our company, and the missions we support. Ken brings significant

financial and operational leadership experience that will continue to help us drive performance and execute our strategy. I look forward to working with these accomplished leaders as we build on the momentum we have established and position SAIC for

continued growth and long-term success.”

The appointments come as SAIC continues to advance its strategy, invest in differentiated capabilities and

talent, and focus on delivering greater value for customers and shareholders.

PRESS RELEASE

About SAIC

SAIC® is a premier mission integrator focused on advancing the power of technology and innovation to serve and protect our world. Our robust portfolio of offerings across the defense, space,

intelligence, and civilian markets includes secure high-end solutions in mission IT, enterprise IT, engineering services, and professional services. We rapidly integrate emerging technologies into mission

operations that modernize and enable critical national imperatives.

We are approximately 23,000 strong; driven by mission, united by purpose, and

inspired by opportunities. Headquartered in Reston, Virginia, SAIC has annual revenues of approximately $7.3 billion. For more information, visit saic.com. For ongoing news, please visit our newsroom.

Media Contact

Caralyn Duke

Senior Manager, Media Relations

publicrelations@saic.com

Investor Relations Contact

Jon Raviv

VP, Investor Relations

investorrelations@saic.com

Forward-Looking Statements

Certain statements in this release contain or are based on “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such

as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “guidance,” and similar words or phrases. Forward-looking statements in this release may

include, among others, estimates of future revenues, operating income, earnings, earnings per share, charges, total contract value, backlog, outstanding shares and cash flows, as well as statements about future dividends, share repurchases and other

capital deployment plans. Such statements are not guarantees of future performance and involve risk, uncertainties and assumptions, and actual results may differ materially from the guidance and other forward-looking statements made in this release

as a result of various factors. Risks, uncertainties and assumptions that could cause or contribute to these material differences include those discussed in the “Risk Factors,” “Management’s Discussion and Analysis of

Financial Condition and Results of Operations” and “Legal Proceedings” sections of our Annual Report on Form 10-K, as updated in any subsequent Quarterly Reports on Form 10-Q and other filings with the SEC, which may be viewed or obtained through the Investor Relations section of our website at saic.com or on the SEC’s website at sec.gov. Due to such risks, uncertainties and

assumptions you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. SAIC expressly disclaims any duty to update any forward-looking statement provided in this release to reflect

subsequent events, actual results or changes in SAIC’s expectations. SAIC also disclaims any duty to comment upon or correct information that may be contained in reports published by investment analysts or others.

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