Booz Allen Hamilton Holding Corp. 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed on June 22, 2026, regarding events occurring on June 19, 2026. Booz Allen Hamilton Inc. (the "Acquiror"), a wholly-owned subsidiary of Booz Allen Hamilton Holding Corporation, entered into a definitive stock purchase agreement to acquire Ultra Electronics Advanced Tactical Systems, Inc. (the "Company").
Key Financial Metrics
The filing details a specific transaction value but does not provide the registrant's consolidated revenue, profit, cash flow, or margin data for the period.
- Transaction Purchase Price: $720 million (subject to certain adjustments).
- Liquidity: The Company believes its current liquidity position and financing options are sufficient to complete the transaction.
- Debt: No specific debt figures or leverage ratios are disclosed in this filing.
Material Changes
The primary material change is the entry into a definitive agreement to acquire 100% of the issued and outstanding equity interests of Ultra Electronics Advanced Tactical Systems, Inc. from Ultra I&C Holdings Limited. This represents a strategic expansion into the advanced tactical systems sector.
Guidance, Outlook, and Risks
Outlook and Timing: The transaction is expected to close in the second quarter of Booz Allen's fiscal year 2027. The agreement includes a termination right if the transaction is not consummated by December 19, 2026.
Conditions to Closing: Consummation is subject to customary conditions, including:
- Absence of governmental orders preventing the purchase.
- Expiration or termination of waiting periods under the Hart-Scott Rodino Antitrust Improvements Act.
- Accuracy of representations and warranties and compliance with covenants.
Risks and Contingencies: The filing includes standard forward-looking statement disclaimers. Key risks include the failure to satisfy closing conditions, termination of the agreement, and the possibility that the transaction will not be completed within the expected timeframe or at all. Investors are directed to the "Risk Factors" in the Annual Report on Form 10-K for the fiscal year ended March 31, 2026, for a comprehensive list of risks.
Investor Verification Checklist
- Verify the final purchase price after customary adjustments.
- Confirm the satisfaction of antitrust review conditions (Hart-Scott Rodino).
- Monitor the closing timeline to ensure completion by the expected Q2 FY2027 window.
- Review the full Stock Purchase Agreement (Exhibit 2.1) for specific representations, warranties, and termination clauses.
- Assess the impact of the $720 million outlay on the company's liquidity and financing options.