Science Applications International Corporation filed an 8-K on November 2, 2026, disclosing that it commenced and priced a private offering of $500 million aggregate principal amount of Senior Notes due 2034, with a closing expected on or about November 13, 2026.

Key Highlights

  • Offering size: $500 million aggregate principal amount of Senior Notes due 2034, priced on November 2, 2026.
  • Intended use of proceeds: The company intends to redeem all outstanding 4.875% Senior Notes due 2028 and pay estimated fees and expenses of the offering, with any remaining net proceeds for general corporate purposes.
  • Expected closing: On or about November 13, 2026, subject to customary closing conditions.
  • Guarantors: Each existing and future domestic subsidiary that guarantees obligations under the company's Third Amended and Restated Credit Agreement and certain other indebtedness, including the 5.875% Senior Notes due 2033, will guarantee the Notes on a senior unsecured basis.
  • Eligible buyers: The Notes are offered only to persons reasonably believed to be "qualified institutional buyers" under Rule 144A and to certain non-U.S. persons under Regulation S of the Securities Act.

Science Applications International Corporation's $500 Million Notes Offering and Planned 2028 Redemption

According to the filing, Science Applications International Corporation (NASDAQ:SAIC) announced on November 2, 2026 that it commenced and subsequently priced a private offering of $500 million aggregate principal amount of Senior Notes due 2034. The company disclosed that the offering is subject to market and certain other conditions, with closing expected on or about November 13, 2026, pending customary closing conditions.

The company disclosed that it intends to use the net proceeds to redeem all of its outstanding 4.875% Senior Notes due 2028 and to pay estimated fees and expenses associated with the offering. Any remaining net proceeds would be applied to general corporate purposes, according to the filing. The Notes and their guarantees will rank as senior unsecured obligations, equal in right of payment with all existing and future senior indebtedness of the company and its guarantors, and senior in right of payment to any future subordinated indebtedness, the filing stated.

The filing noted that each of the company's existing and future domestic subsidiaries that guarantee obligations under its Third Amended and Restated Credit Agreement and certain other indebtedness, including the 5.875% Senior Notes due 2033, will guarantee the new Notes on a senior unsecured basis. The filing also cautioned that statements relating to the offering and the anticipated use of proceeds are forward-looking statements subject to risks and uncertainties, and the company expressly disclaimed any duty to update those statements. The filing was signed by Hilary L. Hageman, Executive Vice President, General Counsel and Corporate Secretary.

What Was Disclosed

SAIC filed an 8-K disclosing the launch and pricing of a $500 million private offering of Senior Notes due 2034, intended primarily to refinance its outstanding 4.875% Senior Notes due 2028, with closing expected around November 13, 2026.