Form 4: Leidos Director Defers Stock Compensation

Leidos Holdings Director Harry M. Jansen Kraemer Jr. deferred 164.9746 shares of common stock as part of his board retainer.

Summary

• Director Harry M. Jansen Kraemer Jr. acquired 164.9746 shares of Leidos Holdings, Inc. common stock.
• The acquisition occurred on October 7, 2025, at a price of $0 per share.
• These shares represent a quarterly payment of his retainer for service on the company's Board of Directors.
• The shares were deferred under the Leidos Holdings, Inc. Key Executive Stock Deferral Plan, resulting in indirect beneficial ownership.
• Following this transaction, Mr. Kraemer beneficially owns 128,334.466 shares indirectly through the deferral plan and 91,360 shares directly, totaling 219,694.466 shares.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: A routine insider transaction indicating alignment of interests, generally viewed neutrally to slightly positive as it shows commitment, but not a significant market moving event.

Positives

• The deferral of compensation into company stock aligns the director's financial interests with those of shareholders, promoting long-term commitment.
• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-arranged and transparent trading strategy.

Future Outlook

No specific forward-looking statements or guidance are provided in this Form 4 filing, which primarily reports an insider transaction.

Management Comments

• The reporting person elected to defer receipt of these shares, which represent a quarterly payment of their retainer for service on the company's Board of Directors, under the terms of the Leidos Holdings, Inc. Key Executive Stock Deferral Plan.

Industry Context

This Form 4 filing details a routine insider transaction, specifically a director's compensation deferral into company stock. Such deferral plans are common practice across various industries, including the defense and IT services sector where Leidos operates, as a mechanism to align executive and director interests with long-term shareholder value.

Comparison to Industry Standards

• Deferring director compensation into company stock is a widely adopted corporate governance practice, consistent with global benchmarks for executive and board remuneration.
• Companies like Lockheed Martin, Raytheon Technologies, and Northrop Grumman, which operate in similar defense and government contracting sectors, often utilize comparable stock-based compensation and deferral plans for their directors to foster alignment with shareholder interests.

Corporate Governance

Related Party Transactions

• The deferral of director compensation into company stock constitutes a related party transaction, which is a standard and disclosed practice for executive and board remuneration.

Stakeholder Impact

• Shareholders: Benefit from increased alignment of director interests with company performance and long-term value creation.
• Management: The deferral plan is part of the established compensation structure for key executives and directors.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-planned deferral of director compensation into company stock. While it indicates alignment of interests, it does not present new material information that would fundamentally alter the investment thesis for Leidos Holdings, Inc. Therefore, a 'hold' recommendation is appropriate as it doesn't provide a strong catalyst for buying or selling.

Keywords

Leidos Holdings, LDOS, Form 4, insider transaction, stock deferral, director compensation, executive compensation, Rule 10b5-1