Form 8-K/A

8-K/A — Science Applications International Corp

Accession: 0001193125-26-149403

Filed: 2026-04-09

Period: 2026-04-07

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

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8-K/A — d147644d8ka.htm (Primary)

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8-K/A

8-K/A (Primary)

Filename: d147644d8ka.htm · Sequence: 1

8-K/A

Science Applications International Corp true 0001571123 0001571123 2026-04-07 2026-04-07

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 7, 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. ☐

EXPLANATORY NOTE

This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Science Applications International Corporation with the Securities and Exchange Commission on April 9, 2026 (the “Original 8-K”), which disclosed the appointment of new directors. This amendment is being filed solely to correct certain biographical information of Paul Eremenko provided in the Original 8-K.

Item 5.02.

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

On April 9, 2026, Science Applications International Corporation (the “Company”) announced that Paul Eremenko and Admiral Michael Rogers, USN Retired, were appointed as a members of the Board of Directors of the Company (the “Board”) for an initial term beginning on April 8, 2026 (the “Effective Date”) and expiring at the Company’s 2026 annual meeting of stockholders (the “2026 Annual Meeting”). In connection with the appointment of Mr. Eremenko and Adm. Rogers to the Board, the Company increased the size of the Board from eleven to thirteen members. As of the Effective Date, Mr. Eremenko and Adm. Rogers will each become members of both the Audit Committee and the Technology Committee of the Board.

Mr. Eremenko is a highly accomplished executive and technologist with extensive experience leading advanced engineering, research and development, and innovation across multiple industries. He is the Chief Executive Officer (CEO) and Co-Founder of P-1 AI, which is building agentic artificial intelligence (AI) for engineering of complex systems. From 2020 to 2024, he served as CEO of Universal Hydrogen Co., a hydrogen aviation company which flew the world’s largest fuel cell-powered passenger airliner. Prior to that, Mr. Eremenko was Senior Vice President and Chief Technology Officer (CTO) at United Technologies Corporation (UTC) from 2018 to 2019, where he led the 30,000-person engineering function and spearheaded research, technology, and innovation initiatives, and played a key role in the technical due diligence for the merger of UTC’s aerospace businesses with Raytheon to form Raytheon Technologies (NYSE: RTX). Before that, Mr. Eremenko was CTO of Airbus SE (“Airbus”). He joined Airbus in 2015 as the founding CEO of Acubed, its Silicon Valley innovation center, and also served on the investment committee of Airbus Ventures. From 2013 to 2015, Mr. Eremenko served as Director of Engineering at Google’s Advanced Technology and Projects organization, and prior to that at Motorola Mobility. Before Motorola and Google, Mr. Eremenko was at DARPA, the Defense Advanced Research Projects Agency, first as a Program Manager, and later as the Deputy Director and Acting Director of the Tactical Technology Office, the agency’s large systems and platforms office. For his work at DARPA, Mr. Eremenko was awarded the Distinguished Public Service Medal by the Office of the Secretary of Defense.

Mr. Eremenko earned his undergraduate and Master’s degrees in aeronautics from the Massachusetts Institute of Technology (MIT) and California Institute of Technology (Caltech), respectively. Mr. Eremenko also holds a J.D. from Georgetown University and is a private pilot. Mr. Eremenko currently serves on the Board of Directors of Eve Holding Inc. (NYSE: EVEX). His leadership and expertise in AI, aerospace research and development, and managing advanced technology organizations, as well as his experience in the government sector, position him as a pioneer in driving technological transformation, providing the Board with invaluable insights to guide strategic decisions and foster innovation-led growth.

Adm. Michael Rogers is a retired four-star officer with 37 years of extensive experience and expertise in military operations, cyber operations, intelligence, advanced technology, national security, and the defense of U.S. military networks. He retired from the U.S. Navy in 2018 after a distinguished career, culminating as Director of the National Security Agency and Commander of U.S. Cyber Command (2014–2018). Prior to that, he led U.S. Fleet Cyber Command and U.S. Tenth Fleet (2011–2014) and served as Director of Intelligence for U.S. Indo-Pacific Command and the Joint Staff (2007–2011). Prior to becoming a flag officer, he served as the Special Assistant to the Chairman of the Joint Chiefs of Staff. A flag officer from 2007 to 2018, he held numerous assignments from 1981 to 2007 in maritime operations, cryptology, intelligence, and joint operations both afloat and ashore around the world.

Following his military career, Adm. Rogers serves in a variety of senior advisory roles around the world in the areas of cybersecurity, defense technology, geopolitics, investment, digital innovation, AI, quantum computing, robotics, and leadership across multiple firms, think tanks, and venture funds. He has been a senior advisor at the Brunswick Group since 2019 and is an adjunct Professor at Northwestern University’s Kellogg School of Management.

He holds a Bachelor’s business degree from Auburn University, a Master’s degree in national security from National Defense University graduating with highest distinction and is a graduate (with distinction) of the U.S. Naval War College. He is also a MIT Seminar XXI fellow and a Harvard University Senior Executive in National Security alum. Admiral Rogers’ distinguished career as a four-star Navy officer combined with his extensive US and global expertise in technology, intelligence, geopolitics, and defense makes him uniquely qualified to provide invaluable insights and governance on the Board.

In connection with their service on the Board, Mr. Eremenko and Adm. Rogers will be entitled to receive the standard annual cash and equity compensation paid to all non-employee directors of the Company, pro-rated until the 2026 Annual Meeting, and to participate in the Company’s Deferred Compensation Plan, which allows directors to defer 100% of the cash retainer and meeting fees they receive in connection with their service as a member of the Board.

There are no arrangements or understandings between Mr. Eremenko, Adm. Rogers, and any other persons pursuant to which Mr. Eremenko or Adm. Rogers were selected as directors of the Company. There are no relationships or related transactions between Mr. Eremenko, Adm. Rogers or any members of their immediate family and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

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: April 9, 2026

By:

/s/ Hilary L. Hageman

Hilary L. Hageman

Executive Vice President, General Counsel and Corporate

Secretary

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