Business Context and Reporting Period
This Form 8-K filing by Science Applications International Corporation (SAIC) reports a significant corporate governance event. The report date is February 14, 2026, covering an event effective February 17, 2026. SAIC is a defense and government services contractor incorporated in Delaware.
Key Financial Metrics
This filing does not contain operational financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation and appointment details.
Material Changes
The primary material change is the appointment of James C. Reagan as Chief Executive Officer, effective February 17, 2026. Mr. Reagan transitions from his role as Interim CEO (held since October 23, 2025) and Employee Director to the permanent CEO position. He previously served as an independent director from January 2023 to October 2025.
Guidance, Outlook, and Management Commentary
The filing includes standard forward-looking statement disclaimers regarding future revenues, operating income, and the outcome of operations under new management. No specific financial guidance or outlook was provided in this document. The filing details Mr. Reagan's initial compensation package:
- Base Salary: $1,200,000 annually.
- Short-Term Incentive: Target cash bonus equal to 150% of base salary.
- Long-Term Incentive: $7,500,000 in awards (40% Restricted Stock Units, 60% Performance Stock Units).
- Severance: Eligible for termination benefits under the Executive Severance, CIC and Retirement Policy if terminated without cause.
Investor Verification Checklist
- Verify the effective date of the CEO transition and the status of the previous interim leadership.
- Review the specific performance metrics attached to the 60% Performance Stock Units (PSUs) in the 2023 equity incentive plan.
- Confirm the terms of the Executive Severance, CIC and Retirement Policy referenced for termination without cause.
- Check subsequent filings for any changes to the Board composition resulting from Mr. Reagan's move to an executive role.