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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): June 22, 2026 (June 19,
2026)
Booz Allen Hamilton Holding Corporation
(Exact name of Registrant as specified
in its charter)
| Delaware | |
001-34972 | |
26-2634160 |
(State
or other jurisdiction
of incorporation) | |
(Commission
File Number) | |
(IRS
Employer
Identification No.) |
| 8283 Greensboro Drive, McLean, Virginia | |
22102 |
| (Address of principal executive offices) | |
(Zip Code) |
Registrant’s telephone number,
including area code: (703) 902-5000
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 or to be registered pursuant to Section 12(b) of the Act:
| Title of Each Class | |
Trading Symbol | |
Name of Each Exchange on Which
Registered |
| Class A Common Stock | |
BAH | |
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).
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
1.01. |
Entry Into a Material Definitive Agreement. |
On June 19, 2026, Booz Allen Hamilton Inc., a Delaware corporation
(the “Acquiror”) and a wholly-owned subsidiary of Booz Allen Hamilton Holding Corporation, a Delaware corporation (“Booz
Allen”), entered into a stock purchase agreement (the “Purchase Agreement”) by and among (i) the Acquiror, (ii) Ultra
I&C Holdings Limited, a private limited company incorporated under the Laws of England and Wales (the “Seller”), (iii) Ultra
Electronics Holdings Limited, a private limited company incorporated under the Laws of England and Wales (the “Seller Parent”),
and (iv) Ultra Electronics Advanced Tactical Systems, Inc., a Texas corporation (the “Company”), pursuant to which
the Acquiror will purchase from the Seller, and the Seller will sell to the Acquiror, all of the issued and outstanding equity interests
of the Company (the “Company Shares”). The Purchase Agreement provides that the Acquiror will purchase the Company Shares
from the Seller for the purchase price of $720 million, subject to certain adjustments (the “Stock Purchase” and, together
with the other transactions contemplated by the Purchase Agreement, the “Transaction”). The Transaction is expected to close
in the second quarter of Booz Allen’s fiscal year 2027. The Company believes that the combination of its liquidity position and
financing options provides sufficient funds to complete the transaction.
The consummation of the Transaction is subject to customary closing
conditions, including without limitation (i) the absence of any order by any governmental entity or other law preventing consummation
of the Stock Purchase, (ii) the expiration or termination of any applicable waiting period under the Hart-Scott Rodino Antitrust
Improvements Act of 1976, as amended, and (iii) other customary closing conditions, including the accuracy of the other parties’
representations and warranties and the other parties’ compliance with its covenants and agreements contained in the Purchase Agreement.
The parties have made customary representations and warranties and
have agreed to various customary covenants in the Purchase Agreement, including, among others, a covenant to use commercially reasonable
efforts to conduct the operations of the business of the Company and its subsidiaries in the ordinary course between the signing of the
Purchase Agreement and the closing of the Transaction, and not to engage in certain actions during such period. The Seller, the Seller
Parent and the Company have agreed not to, and to cause their affiliates not to, solicit or enter into discussions concerning, or provide
confidential information in connection with, a competing transaction. The parties have also agreed to use reasonable best efforts to take
all action required under applicable law to effect the Transaction.
The Purchase Agreement contains certain termination rights for the
Acquiror and the Seller including, subject to certain limitations, the right to terminate the Purchase Agreement if the Transaction is
not consummated by December 19, 2026.
The foregoing description of the Purchase Agreement and the Transaction
does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which is filed as Exhibit 2.1
hereto and is incorporated by reference herein.
The above description of the Purchase Agreement has been included to
provide investors and security holders with information regarding the terms of the Purchase Agreement. It is not intended to provide any
other factual information about the Company, the Seller, Seller Parent, the Acquiror, Booz Allen, their respective subsidiaries and affiliates,
or the business of the Company and its subsidiaries. The representations and warranties made by the parties in the Purchase Agreement:
(a) were made solely for the benefit of the parties to the Purchase Agreement; (b) are subject to limitations agreed upon by
the contracting parties, including being qualified by confidential disclosure schedules; (c) may have been made for the purposes
of allocating contractual risk between the parties to the Purchase Agreement instead of establishing matters as facts; and (d) are
subject to the standards of materiality applicable to the contracting parties that may differ from those applicable to investors and security
holders. Investors and security holders should not rely on any representations, warranties, or covenants contained in the Purchase Agreement
or any descriptions thereof, as characterizations of the actual state of facts or conditions of the Company, the Seller, Seller Parent,
the Acquiror, Booz Allen or any of their respective subsidiaries or affiliates. Information concerning the subject matter of any such
representations, warranties, and covenants may change after the date of the Purchase Agreement, which subsequent information may or may
not be fully reflected in Booz Allen’s public disclosures. Accordingly, investors and security holders should read the representations
and warranties in the Purchase Agreement not in isolation but only in conjunction with the other information about Booz Allen and its
subsidiaries that Booz Allen includes in reports and statements it files with the Securities and Exchange Commission (the “SEC”).
Forward-Looking Statements
This report contains, or may be deemed to contain, “forward-looking
statements” (as defined in the U.S. Private Securities Litigation Reform Act of 1995, as amended). In some cases, you can identify
forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,”
“expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,”
“believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,”
or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These forward-looking statements
relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that
may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of
activity, performance or achievements expressed or implied by these forward-looking statements. These risks and other factors include
the risks and uncertainties inherent in the transactions contemplated by the Purchase Agreement and in our business, including, without
limitation: the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement;
the risk that the conditions to the closing are not satisfied; and the risk that such transactions will not be consummated within the
expected time period or at all. Other important factors that could cause actual results to differ materially from Booz Allen’s expectations
are set forth under the caption “Risk Factors” in Booz Allen’s Annual Report on Form 10-K for the fiscal year ended
March 31, 2026. In light of these risks, uncertainties, and other factors, the forward-looking statements might not prove to be accurate
and you should not place undue reliance upon them. All forward-looking statements speak only as of the date made and we undertake no obligation
to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
| Item 7.01. |
Regulation FD Disclosure. |
On June 22, 2026, Booz Allen issued a press release announcing
that it had entered into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
The information in this Item 7.01 and Exhibit 99.1shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement
or other document filed under the Securities Act of 1933 or the Exchange Act except as shall be expressly set forth by specific reference
in that filing.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit
No. |
|
Description |
| |
|
|
| 2.1* |
|
Stock Purchase Agreement,
dated June 19, 2026, among (i) Booz Allen Hamilton Inc., (ii) Ultra I&C Holdings Limited, (iii) Ultra Electronics
Holdings Limited and (iv) Ultra Electronics Advanced Tactical Systems, Inc. |
| 99.1 |
|
Press Release of Booz Allen
Hamilton Holding Corporation, dated June 22, 2026 |
| 104 |
|
Cover Page Interactive
File (embedded within the Inline XBRL document) |
* Pursuant to Item 601(a)(5) of Regulation S-K, certain
exhibits and schedules to the Purchase Agreement have been omitted from this Current Report on Form 8-K and will be furnished supplementally
to the SEC upon request by the SEC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Booz Allen Hamilton Holding Corporation |
| |
|
|
| |
BY: |
/s/ Troy Lahr |
| |
|
Troy Lahr |
| |
|
Executive Vice President
and Chief Financial Officer |
Date: June 22, 2026
Exhibit 99.1
Booz Allen to Acquire Ultra I&C Mission Solutions Business,
Further Strengthening Defense Technology Portfolio
Combination will enhance technology solutions for national security
missions
McLean, Va.—June 22, 2026—Booz Allen Hamilton
(NYSE: BAH) today announced that it has entered into a definitive agreement with the Cobham Ultra Group, an Advent portfolio company,
to acquire its Ultra I&C Mission Solutions business (Ultra Mission Solutions) for $720 million. Ultra Mission Solutions is a defense
technology business specializing in mission-critical software, encryption, and edge-compute products.
As global threats intensify, commercial technologies have become increasingly
central to modern warfighting. The U.S. and its allies require solutions that seamlessly integrate this wave of new technologies to generate
operational utility on the battlefield. Together, Booz Allen and Ultra Mission Solutions will provide an enhanced set of products to unlock
this advantage for national security missions at greater speed and scale.
“Technological superiority is essential to U.S. national security,
and maintaining our advantage requires a relentless focus on speed and outcomes,” said Horacio Rozanski, Chairman and CEO of Booz
Allen. “Booz Allen is strategically investing to accelerate delivery of our defense tech products into national security missions.
Now, by integrating Ultra Mission Solutions into our robust portfolio, we are further strengthening our ability to rapidly build and field
the commercial products that will keep America ahead.”
For years, both Booz Allen and Ultra Mission Solutions have been focused
on building products and capabilities that help warfighters integrate, secure, and operationalize technology at the edge and across domains.
Booz Allen’s portfolio of AI-driven battle management, resilient communications, and edge infrastructure solutions—including
the Modular Detachment Kit (MDK), EdgeXtend™ and Sit(x)®—will expand with Ultra Solutions’ mission-ready tech stack.
Ultra Mission Solutions’ core offerings, including Apex, ADSI®, ACTS™, Rain™, and Knox™, unify command and
control (C2), edge compute, secure data movement, and encryption into a modular architecture capable of operating in contested or disconnected
environments. These solutions will now integrate into a unified platform available to national security clients worldwide.
“We are investing in reliable, scalable solutions that help unite
the defense technology ecosystem. This combination provides a foundation for our continued investment to harness advantage from commercial
technology innovation,” said Steve Escaravage, president of Booz Allen’s defense technology business.
The acquisition will enable increased product integration and commercially
available solutions accessible through outcomes-based procurement, Foreign Military Sales (FMS), and other go-to-market channels.
“Our customers operate where failure isn't an option, and meeting
that standard has always defined our work,” said Mladen Brkic, president of Ultra Mission Solutions. “As part of Booz Allen,
we'll bring greater scale and investment to our employees, products and the critical technologies customers rely on in the most contested
conditions and wherever the mission demands it.”
Booz Allen expects revenue from this acquisition to grow at a strong
double-digit rate for the next several years with EBITDA margins well above 20%. The transaction is expected to close in the second quarter
of Booz Allen’s fiscal year 2027 (ending September 30, 2026) and is subject to customary closing conditions. Following the closing
of the transaction, Ultra Mission Solutions will operate as a wholly owned subsidiary of Booz Allen.
“Ultra Mission Solutions has established itself as a trusted
partner to the U.S. military and its allies with a portfolio of capabilities designed for the next generation of national security missions,”
said Mike Marshall, managing director at Advent. “We are proud to have invested in those leading-edge solutions and are confident
that Booz Allen is the right home to scale that vision further."
Booz Allen retained Jefferies LLC as exclusive financial advisor, PwC
as accounting and tax advisor, King & Spalding LLP as legal advisor, and Renaissance Strategic Advisors as strategic industry advisor.
Ultra Mission Solutions and Advent retained Baird as exclusive financial advisor, KPMG as accounting and tax advisor, and Latham &
Watkins LLP as legal advisor.
About Booz Allen Hamilton
Booz Allen is an advanced technology company. We build commercial-grade
products and solutions for America’s most critical defense, civil, and national security priorities. For more information, visit
www.boozallen.com. (NYSE: BAH)
About Ultra Mission Solutions
Ultra I&C Mission Solutions (Ultra Mission Solutions) is a defense
technology business that develops mission-critical software, edge-compute, and encryption products that help warfighters integrate, secure,
and operationalize data at the tactical edge. The business operates across three lines of business—Mission Software, Edge Compute,
and Encryption Management—delivering AI-enabled command and control (C2), ruggedized multifunction processors, and modular encryption-management
solutions for U.S. Army, Air Force, Navy, and allied programs. An independent, U.S.-owned enterprise with over 100 years of heritage,
Ultra Mission Solutions employs approximately 220 people, including roughly 135 specialized engineers, across five U.S. facilities, with
its headquarters in Austin, Texas.
About Advent
Advent is a leading global private equity investor committed to working
in partnership with management teams, entrepreneurs, and founders to help transform businesses. With 16 offices across five continents,
we oversee more than USD $100 billion in assets under management* and have made 448 investments across 44 countries. Since our founding
in 1984, we have developed specialist market expertise across our five core sectors: business & financial services, consumer, healthcare,
industrial, and technology. This approach is bolstered by our deep sub-sector knowledge, which informs every aspect of our investment
strategy, from sourcing opportunities to working in partnership with management to execute value creation plans.
Advent has a long-established investment strategy in the defense sector,
where it has consistently backed businesses supporting national security priorities. Since 2020, Advent has invested more than $15 billion
enterprise value across the global defense sector, including investments in Cobham, Ultra Electronics, Vantor, and Attalon.
*Assets under management (AUM) as of December 31, 2025. AUM includes
assets attributable to Advent advisory clients as well as employee and third-party co-investment vehicles.
Forward-Looking Statements
Certain statements contained in this release include “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include
statements that do not directly relate to any historical or current fact. In some cases, you can identify forward-looking statements by
terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,”
“intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,”
“estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative
of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements
are reasonable, we can give you no assurance these expectations will prove to have been correct.
These forward-looking statements relate to future events or our future
financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of
activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed
or implied by these forward-looking statements. A number of important factors could cause actual results to differ materially from those
contained in or implied by these forward-looking statements, including those factors discussed in our filings with the Securities and
Exchange Commission (SEC), including our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, which can be found at the
SEC’s website at www.sec.gov. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified
in their entirety by the foregoing cautionary statements. All such statements speak only as of the date made and, except as required by
law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future
events or otherwise.
Contacts
Media Relations: Jessica Klenk, Klenk_Jessica@bah.com
Investor Relations: Dustin Darensbourg, Investor_Relations@bah.com
