Leidos (NYSE: LDOS) CFO awarded stock and uses shares to cover taxes

Rhea-AI Filing Summary

Leidos Holdings Chief Financial Officer Christopher R. Cage reported stock awards and related tax-withholding transactions in company shares. On February 12, 2026, he acquired 2,283 common shares at $0 under a restricted stock unit award that will vest in three annual installments beginning March 7, 2026, plus an additional 13,667 common shares at $0. He also acquired 2,283 common shares at $0 indirectly through the Key Executive Stock Deferral Plan. To cover taxes on the settlement of performance shares, the company withheld 5,325 shares at $173 per share. Following these transactions, Cage beneficially owns 57,305 common shares directly and 31,684.5352 shares indirectly through the deferral plan.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Cage Christopher R

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,283	$0.00	--
Grant/Award	Common Stock	13,667	$0.00	--
Grant/Award	Common Stock	2,283	$0.00	--
Tax Withholding	Common Stock	5,325	$173.00	$921K

Holdings After Transaction: Common Stock — 48,963 shares (Direct); Common Stock — 31,684.535 shares (Indirect, By Key Executive Stock Deferral Plan)

Footnotes (1)

1. This restricted stock unit award will vest over three annual installments, beginning on March 7, 2026. These shares were withheld by the Company to satisfy the reporting person's tax obligation associated with the settlement of performance shares. This share withholding was authorized in the performance share award agreement.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cage Christopher R

(Last) (First) (Middle)

1750 PRESIDENTS STREET

(Street)

RESTON VA 20190

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Leidos Holdings, Inc. [ LDOS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/12/2026		A		2,283(1)	A	$0	48,963	D
Common Stock	02/12/2026		A		13,667	A	$0	62,630	D
Common Stock	02/12/2026		A		2,283(1)	A	$0	31,684.5352	I	By Key Executive Stock Deferral Plan
Common Stock	02/12/2026		F		5,325(2)	D	$173	57,305	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This restricted stock unit award will vest over three annual installments, beginning on March 7, 2026.

2. These shares were withheld by the Company to satisfy the reporting person's tax obligation associated with the settlement of performance shares. This share withholding was authorized in the performance share award agreement.

Remarks:

	/s/ Ramune M. Kligys by PoA of Christopher R. Cage	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Leidos (LDOS) report for its CFO?

Leidos reported that CFO Christopher R. Cage received stock awards and had shares withheld for taxes. He acquired multiple common-share grants at $0 per share and used 5,325 shares at $173 each to satisfy tax obligations tied to performance share settlement.

How many Leidos (LDOS) shares did the CFO acquire in the latest Form 4?

CFO Christopher R. Cage acquired 2,283 common shares under a restricted stock unit award, 13,667 additional common shares, and 2,283 common shares indirectly via the Key Executive Stock Deferral Plan, all at $0 per share as equity awards rather than open-market purchases.

Why were 5,325 Leidos (LDOS) shares disposed of in this filing?

The 5,325 Leidos shares were withheld by the company to cover Christopher R. Cage’s tax obligation from settling performance shares. This tax-withholding disposition used shares valued at $173 each, as authorized under the performance share award agreement, instead of a traditional market sale.

What is the vesting schedule for the Leidos (LDOS) restricted stock units?

The restricted stock unit award referenced in the filing will vest over three annual installments. Vesting begins on March 7, 2026, spreading the benefit over multiple years and tying a portion of CFO Christopher R. Cage’s compensation to longer-term company performance.

How many Leidos (LDOS) shares does the CFO own after these transactions?

After the reported transactions, Christopher R. Cage beneficially owns 57,305 Leidos common shares directly. He also holds 31,684.5352 shares indirectly through the Key Executive Stock Deferral Plan, reflecting both his awarded equity and the impact of tax-withholding share dispositions.

Were the Leidos (LDOS) CFO’s share acquisitions open-market purchases?

No, the reported acquisitions were equity awards, not open-market buys. Shares were granted at $0 per share, including restricted stock units and deferral plan shares, while some shares were simultaneously withheld by the company to cover taxes on performance share settlement.