Booz Allen Hamilton公布截至2026年9月30日的第二季度及上半年业绩：季度收入同比下降4%，净利润同比增长3%

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________________________________________ 

FORM 10-Q

 ___________________________________________________________

(Mark One)

For the quarterly period ended September 30, 2026

For the transition period from    to    

Commission File No. 001-34972

 ____________________________________________________________

Booz Allen Hamilton Holding Corporation

(Exact name of registrant as specified in its charter)

 ___________________________________________________________

(703) 902-5000

Registrant’s telephone number, including area code

(Former name, former address, and former fiscal year if changed since last report.)

__________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  ☐    No  ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

TABLE OF CONTENTS

Table of Contents     

PART I. FINANCIAL INFORMATION

Item 1.    Financial Statements

INDEX TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Table of Contents     

BOOZ ALLEN HAMILTON HOLDING CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Amounts in millions, except share and per share data)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

1

Table of Contents     

BOOZ ALLEN HAMILTON HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Amounts in millions, except per share data)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

2

Table of Contents     

BOOZ ALLEN HAMILTON HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Amounts in millions)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

3

Table of Contents     

BOOZ ALLEN HAMILTON HOLDING CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

4

Table of Contents     

(1) During the three months ended September 30, 2026, the Company purchased 1.3 million shares of the Company’s Class A Common Stock for $99 million. Additionally, the Company’s repurchase of common stock for the three months ended September 30, 2026 includes $1 million to cover the minimum statutory taxes on repurchases and restricted stock units that vested on various dates during the period.

(2) During the six months ended September 30, 2026, the Company purchased 2.0 million shares of the Company’s Class A Common Stock for $149 million. Additionally, the Company’s repurchase of common stock for the six months ended September 30, 2026 includes $11 million to cover the minimum statutory taxes on repurchases and restricted stock units that vested on various dates during the period.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

5

Table of Contents     

(3) During the three months ended September 30, 2025, the Company purchased 1.9 million shares of the Company’s Class A Common Stock for $207 million. Additionally, the Company’s repurchase of common stock for the three months ended September 30, 2025 includes $3 million to cover the minimum statutory taxes on repurchases and restricted stock units that vested on various dates during the period.

(4) During the six months ended September 30, 2025, the Company purchased 3.3 million shares of the Company’s Class A Common Stock for $361 million. Additionally, the Company’s repurchase of common stock for the six months ended September 30, 2025 includes $16 million to cover the minimum statutory taxes on repurchases and restricted stock units that vested on various dates during the period.

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

6

Table of Contents     

BOOZ ALLEN HAMILTON HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in tables in millions, except share and per share data or unless otherwise noted)

1. Business Overview

Booz Allen Hamilton Holding Corporation, including its wholly owned subsidiaries, or the Company, we, us, and our, was incorporated in Delaware in May 2008. We are an advanced technology company, building products and solutions for government and business. The Company is a leader at the forefront of the nation’s technology ecosystem, and invests in emerging technologies, talent, and new business models, including partnerships with leading technology companies, venture investments, and the development of military grade products. The Company is headquartered in McLean, Virginia, with approximately 31,000 employees as of September 30, 2026, and reports operating results and financial data in one reportable segment.

2. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries that are majority-owned or otherwise controlled by the Company, and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), and should be read in conjunction with the information contained in the Company's Annual Report on Form 10-K for the year ended March 31, 2026. The interim period unaudited condensed consolidated financial statements are presented as described below. Certain information and disclosures normally required for annual financial statements have been condensed or omitted pursuant to U.S. GAAP and SEC rules and regulations. In the opinion of management, all adjustments considered necessary for fair presentation of the results of the interim periods presented have been included. The Company’s fiscal year ends on March 31 and, unless otherwise noted, references to fiscal year or fiscal are for fiscal years ended March 31. The results of operations for the three and six months ended September 30, 2026 are not necessarily indicative of results to be expected for the full fiscal year.

Certain amounts reported in the Company's prior fiscal year condensed consolidated financial statements have been reclassified to conform to the current year presentation, specifically the reclassification of long-term employee benefit related balances for fiscal 2026 from “Other long-term liabilities” into “Postretirement and other long-term employee benefits” on the condensed consolidated balance sheets. There are no changes to the Company’s overall financial position or results of operations as a result of this reclassification.

Accounting Estimates

The preparation of interim consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosures. Actual results may differ from those estimates. There have been no material changes in the Company’s significant estimates from those disclosed in its Annual Report on Form 10-K for the year ended March 31, 2026.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, which is intended to enhance transparency into the nature and function of certain expenses as specified by the ASU. The guidance does not change the expense captions an entity presents on the face of the income statement; rather, it requires public business entities to provide disaggregated disclosures of certain expense captions in the notes to the financial statements. The ASU is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, and can be applied retrospectively or prospectively. The Company is currently assessing the impact of this update; however, its adoption will affect only the Company’s disclosures, with no impacts to its results of operations or financial condition.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, to modernize the accounting for and disclosure of internal-use software costs. The guidance removes all references to project stages, defines the threshold to begin capitalizing costs, and clarifies the disclosure requirements of capitalized software costs. The ASU is effective for annual periods beginning after December 15, 2027, and interim periods within those fiscal years, and can be applied retrospectively, prospectively, or on a modified transition approach. Early adoption is permitted. The Company is currently assessing the impact of this update.

7

Table of Contents     

BOOZ ALLEN HAMILTON HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in tables in millions, except share and per share data or unless otherwise noted)

3. Revenue

We disaggregate our revenue from contracts with customers by contract type and by customer type, as well as by whether the Company acts as prime contractor or subcontractor, as we believe these categories best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. The following series of tables presents our revenue disaggregated by these categories.

Performance Obligations

Remaining performance obligations represent the transaction price of exercised contracts for which work has not yet been performed, irrespective of whether funding has or has not been authorized and appropriated as of the date of exercise. Remaining performance obligations exclude negotiated but unexercised options, the unfunded value of expired contracts, and certain variable consideration that was determined to be constrained. As of September 30, 2026 and March 31, 2026, the Company had $11.8 billion and $10.7 billion of remaining performance obligations, respectively. We expect to recognize approximately 65% of the remaining performance obligations at September 30, 2026 as revenue over the next 12 months, and approximately 75% over the next 24 months. The remainder is expected to be recognized thereafter.

Contract Related Balances

Changes in contract assets and contract liabilities are primarily due to the timing difference between the Company’s performance of services and payments from customers; contract assets consist mainly of unbilled receivables (the amount of revenue recognized that exceeds the amount billed to the customer), and contract liabilities consist mainly of deferred revenue (cash received prior to performance for programs and billings in excess of costs incurred). The following table summarizes the contract related balances recognized on the Company’s condensed consolidated balance sheets:

8

Table of Contents     

BOOZ ALLEN HAMILTON HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in tables in millions, except share and per share data or unless otherwise noted)

The majority of the increase in contract assets relates to the acquisition of Defy Security in the first quarter of fiscal 2027. See Note 5, “Acquisitions, Goodwill, and Intangible Assets,” to the condensed consolidated financial statements for further details on the acquisition.

For the three months ended September 30, 2026 and 2025, we recognized revenue of $5 million and $1 million, respectively, and for the six months ended September 30, 2026 and 2025 we recognized revenue of $20 million and $12 million, respectively, related to our contract liabilities on April 1, 2026 and 2025, respectively.

4. Earnings Per Share

The table below provides a reconciliation of the income used to compute basic and diluted EPS for the periods presented:

(1)    The difference between earnings for basic and diluted computations and net income presented on the condensed consolidated statements of operations is due to undistributed earnings and dividends allocated to the participating securities. There were approximately 1.4 million and 0.9 million shares, respectively, of participating securities for the three months ended September 30, 2026 and 2025 and 1.2 million and 0.9 million shares of participating securities for the six months ended September 30, 2026 and 2025, respectively.

5. Acquisitions, Goodwill, and Intangible Assets

Acquisition of Ultra I&C Mission Solutions Business

On August 24, 2026, the Company acquired the Ultra I&C Mission Solutions business (“Ultra Mission Solutions”) for approximately $729 million, subject to certain customary adjustments including net working capital. Ultra Mission Solutions is a defense technology business specializing in mission critical software, encryption, and edge compute products. The acquisition was funded with cash on hand and proceeds from the Company’s recently issued bonds. See Note 8, “Debt”, to the condensed consolidated financial statements for further discussion of the Company’s bonds issued during the period.

The acquisition is accounted for under the acquisition method of accounting, resulting in provisional goodwill of $501 million, which is primarily attributable to the expected synergies between the Company and Ultra Mission Solutions and is partially deductible for tax purposes.

The Company provisionally recognized $284 million of intangible assets, consisting of $213 million of contract related assets and $71 million of developed technology, being amortized primarily over the estimated useful life of thirteen years and eight years, respectively. The remaining net liabilities assumed are provisionally recognized at $56 million, and consist primarily of deferred tax liabilities of $72 million related to the acquired intangibles.

The valuation of the assets acquired and liabilities assumed with the acquisition of Ultra Mission Solutions is provisional and based on valuation estimates and assumptions. Although the Company does not currently expect material changes to the initial value of net assets acquired, the Company continues to evaluate assumptions related to the valuation of the assets acquired and liabilities assumed. Any adjustments to our estimates of purchase price allocation will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date.

Acquisition of Defy Security

On April 6, 2026, the Company acquired Defy Security for $235 million. Defy Security will enable the Company to deliver end-to-end, tech-enabled cybersecurity solutions and products for U.S. and foreign customers. The acquisition was funded with cash on hand.

9

Table of Contents     

BOOZ ALLEN HAMILTON HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in tables in millions, except share and per share data or unless otherwise noted)

The acquisition is accounted for under the acquisition method of accounting, resulting in provisional goodwill of $128 million, which is primarily attributable to the expected synergies between the Company and Defy Security and is partially deductible for tax purposes.

The Company recognized $88 million of intangible assets which consist of contract related assets and are being amortized over the estimated useful life of eight years. The remaining net assets acquired are recognized at $19 million, which includes current billed and unbilled accounts receivable of $221 million and non‑current unbilled receivables of $89 million, partially offset by current accounts payable and accrued expenses of $217 million and non‑current accrued expenses of $80 million.

The valuation of Defy Security’s assets acquired and liabilities assumed is substantially complete, with the exception of tax assets acquired and liabilities assumed and other certain matters. Any adjustments to our estimates of purchase price allocation will be made in the periods in which the adjustments are determined, and the cumulative effect of such adjustments will be calculated as if the adjustments had been completed as of the acquisition date.

Goodwill

As of September 30, 2026 and March 31, 2026, goodwill was $3,028 million and $2,399 million, respectively. The $629 million increase in the carrying amount of goodwill was attributable to the Company's acquisitions of Defy Security and Ultra Mission Solutions.

Intangible Assets

Intangible assets consisted of the following at the periods presented below:

6. Accounts Payable and Other Accrued Expenses

Accounts payable and other accrued expenses consisted of the following at the periods presented below:

(1) Accrued expenses for the period ending September 30, 2026 include $180 million due to the acquisition of Defy Security.

See Note 11, “Commitments and Contingencies,” to the condensed consolidated financial statements for further discussion of the Company’s provision for claimed costs.

10

Table of Contents     

BOOZ ALLEN HAMILTON HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in tables in millions, except share and per share data or unless otherwise noted)

7. Accrued Compensation and Benefits

Accrued compensation and benefits consisted of the following at the periods presented below: 

8. Debt

Debt consisted of the following at the periods presented below: 

Booz Allen Hamilton Inc., a wholly owned subsidiary of Booz Allen Hamilton Holding Corporation, as borrower, and Booz Allen Hamilton Holding Corporation, as guarantor, are parties to a Credit Agreement dated as of July 31, 2012, as amended, which as of September 30, 2026, provides the Company with a term loan of $741 million and a $1,500 million revolving credit facility (the “Revolving Credit Facility”), with a sub-limit for letters of credit of $200 million. The Company occasionally borrows under the Revolving Credit Facility for our working capital needs. As of both September 30, 2026 and March 31, 2026, there was no outstanding balance on the Revolving Credit Facility.

Booz Allen Hamilton Inc. has issued senior notes in six separate and distinct tranches, as shown in the table above, all of which bear interest at specified rates and have individual and separate maturity dates. The two latest tranches were issued in the second quarter of fiscal 2027, where Booz Allen Hamilton Inc. issued $1.2 billion aggregate principal amount of its senior notes and subsequently paid off the outstanding balance of Term Loan A-1. All senior notes are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by Booz Allen Hamilton Holding Corporation, pursuant to applicable indentures. All senior notes’ indentures contain certain covenants, events of default and other customary provisions.

As of September 30, 2026 and March 31, 2026, Booz Allen Hamilton was in compliance with all financial covenants associated with its debt. For further information on the Company’s debt, including material terms, conditions, restrictions and redemption options, see Note 10, “Debt,” of the Company’s consolidated financial statements included in the fiscal 2026 Annual Report on Form 10-K.

11

Table of Contents     

BOOZ ALLEN HAMILTON HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in tables in millions, except share and per share data or unless otherwise noted)

9. Income Taxes

The Company’s effective income tax rates were 9.0% and 24.9% for the three months ended September 30, 2026 and 2025, respectively, and 15.8% and 0.7% for the six months ended September 30, 2026 and 2025, respectively. Our effective tax rates for these periods differ from the federal statutory rate of 21.0% primarily due to the inclusion of state income taxes and permanent rate differences, which are predominantly related to certain executive compensation and the accrual of reserves for uncertain tax positions, offset by research and development tax credits, excess tax benefits for employee share-based compensation, and the Foreign-Derived Deduction-Eligible Income deduction. In addition, the fiscal year 2026 effective tax rate was also lower related to adjustments to the Company’s uncertain tax position reserves as outlined below.

As of September 30, 2026 and March 31, 2026, the Company recorded $85 million and $75 million, respectively, of reserves for uncertain tax positions (“UTPs”) primarily related to research and development tax credits. During the six months ended September 30, 2025, the Company reduced its UTPs by $86 million related to an adjustment from the completion of Internal Revenue Service (the “IRS”) examination procedures of the Company’s amended federal income tax returns through fiscal year 2021. No similar adjustment was recorded in the six months ended September 30, 2026. Due to the magnitude of the refund requested in the amended returns, the case will be referred to the Joint Committee on Taxation (the “JCT”) for further evaluation, as required by law for tax refunds or reductions exceeding $5 million. While the JCT has not yet reviewed this case, management does not anticipate that the resolution of this review will have a material adverse effect on the Company’s financial position or results of operations. In addition, the Company has accrued a tax benefit for interest income (net of tax effect) on the long-term receivable related to the refund requested on the amended returns of $3 million and $22 million for the six months ended September 30, 2026 and 2025, respectively.

As of September 30, 2026 and March 31, 2026, the Company recorded long-term income tax receivables of $182 million and $178 million, respectively, which represents the amended U.S. federal return refund claims related to the audits referenced above and remains classified as other long-term assets on the condensed consolidated balance sheet as the case is subject to JCT review.

10. Investments and Fair Value Measurements

Investments

Our investments related to unconsolidated entities included in other long-term assets of the Company’s consolidated balance sheets at September 30, 2026 and March 31, 2026 were:

Equity Method Investments

The Company’s equity method investments include investments in two venture capital funds that are considered related parties. The carrying value of these funds included in the table above as of September 30, 2026 and March 31, 2026 was $313 million and $178 million, respectively. The Company’s unfunded capital commitments as a limited partner in these funds at September 30, 2026 was $187 million.

Other Investments - Nonrecurring Fair Value Measurements

As of September 30, 2026 and March 31, 2026, the total of our investments that are accounted for at fair value on a non-recurring basis under the measurement alternative were $184 million and $146 million, respectively. While these assets are not measured at fair value on an ongoing basis, they are subject to fair value adjustments in certain circumstances (e.g., observable price changes or impairment). Cumulative fair value adjustments on these investments through September 30, 2026 were $50 million.

12

Table of Contents     

BOOZ ALLEN HAMILTON HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in tables in millions, except share and per share data or unless otherwise noted)

Recurring Fair Value Measurements

The financial instruments measured at fair value on a recurring basis in the accompanying condensed consolidated balance sheets consisted of the following at the periods presented below:

The Company did not have any Level 3 assets or liabilities as of September 30, 2026 or March 31, 2026.

Derivatives

The Company utilizes interest rate derivative financial instruments, which were designated as cash flow hedges, to manage its exposure to interest rate risk related to its variable rate debt, and reducing volatility of interest expense as the variable-to-fixed interest rate swaps effectively convert a portion of the variable rate debt into fixed interest rate debt. As of September 30, 2026, the Company’s outstanding interest rate swaps have a total notional amount of $200 million and mature on June 30, 2027.

The Company’s interest rate swaps are considered over-the-counter derivatives which are recorded in the condensed consolidated balance sheet on a gross basis at estimated fair value. Fair value is estimated based on the present value of future cash flows using a model-derived valuation that uses Level 2 observable inputs such as interest rate yield curves. The changes in the fair value of interest rate swaps designated as cash flow hedges are recorded in AOCI, net of taxes, and are subsequently reclassified into interest expense, net in the period that the hedged forecasted interest payments are made on the Company's variable-rate debt. Cash flows associated with periodic settlements of interest rate swaps are classified as operating activities in the condensed consolidated statement of cash flows.

Deferred Compensation Plans

Investments in this category consist primarily of mutual funds whose fair values are determined by reference to the quoted market price per unit in active markets multiplied by the number of units held without consideration of transaction costs. These assets are recorded in other long-term assets and represent investments held in a consolidated trust to fund the Company's non-qualified deferred compensation plan, which is recorded in other long-term liabilities on our condensed consolidated balance sheets.

Cash and Cash Equivalents

As of September 30, 2026 and March 31, 2026, the Company's cash and cash equivalents presented on the accompanying condensed consolidated balance sheets include the money market funds disclosed in the table above. As of September 30, 2026 and March 31, 2026, the fair value of the Company’s cash and cash equivalents approximated its carrying value.

Long-term Debt

The Company's long-term debt is carried at amortized cost and fair value is disclosed on a quarterly basis. The estimated fair value of debt is determined using quoted prices or other market information obtained from recent trading activity of the debt in markets that are not active (Level 2 inputs). The fair value is corroborated by prices derived from the interest rate spreads of recently completed leveraged loan transactions of a similar credit profile, industry, and terms to that of the Company. The fair value of the Senior Notes is determined using quoted prices or other market information obtained from recent trading activity in the high-yield bond market (Level 2 inputs). The carrying amount and estimated fair value of long-term debt for the periods presented are as follows:

13

Table of Contents     

BOOZ ALLEN HAMILTON HOLDING CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in tables in millions, except share and per share data or unless otherwise noted)

11. Commitments and Contingencies

Government Contracting Matters - Provision for Claimed Costs

U.S. government contracts and subcontracts are subject to extensive legal and regulatory requirements. From time to time and in the ordinary course of business, agencies of the U.S. government, including the Defense Contract Audit Agency (“DCAA”), audit the Company’s claimed costs and conduct inquiries and investigations of our business practices with respect to government contracts to determine whether the Company's operations are conducted in accordance with these requirements and the terms of the relevant contracts.

Management believes it has recorded the appropriate provision for claimed costs for any audit, inquiry, or investigation of which it is aware that may be subject to any reductions and/or penalties. As of September 30, 2026 and March 31, 2026, the Company had recorded liabilities (included in accounts payable and other accrued expenses) of approximately $249 million and $248 million for estimated adjustments to claimed costs based on its historical DCAA audit results, including the final resolution of such audits with the Defense Contract Management Agency (“DCMA”), for claimed costs incurred subsequent to fiscal 2011.

Leases

On November 12, 2025, the Company entered into two separate 15-year lease agreements for two corporate office spaces in Reston, Virginia. The Company plans to relocate its headquarters to these office spaces in the fall of 2027, dependent upon the timing of the completion of various tenant improvements. Under these lease agreements, which were entered into by Booz Allen Hamilton and are guaranteed by the Company, the estimated total undiscounted base lease payments are $240 million and the agreements provide for up to $61 million in tenant improvement allowances as of September 30, 2026. For the quarter ended September 30, 2026, the total lease liabilities arising from obtaining right-of-use assets were $122 million.

Litigation

Our performance under U.S. government contracts and compliance with the terms of those contracts and applicable laws and regulations are subject to continuous audit, review, and investigation by the U.S. government, which may include such investigative techniques as subpoenas or civil investigative demands. Given the nature of our business, these audits, reviews, and investigations may focus, among other areas, on various aspects of procurement integrity, labor time reporting, sensitive and/or classified information access and control, executive compensation, and post-government employment restrictions. We are not always aware of our status in such matters, but we are currently aware of certain pending audits and investigations involving labor time reporting, procurement integrity, and classified information access. In addition, from time to time, we are also involved in legal proceedings and investigations arising in the ordinary course of business, including those relating to employment matters, relationships with customers and contractors, intellectual property disputes, and other business matters. These legal proceedings seek various remedies, including claims for monetary damages in varying amounts, none of which are considered material, or are unspecified as to amount. Although the outcome of any such matter is inherently uncertain and may be materially adverse, based on current information, we do not expect any of the currently ongoing audits, reviews, investigations, or litigation to have a material adverse effect on our financial condition and results of operations.

14

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis is intended to help the reader understand our business, financial condition, results of operations, and liquidity and capital resources. You should read this discussion in conjunction with our condensed consolidated financial statements and the related notes contained elsewhere in this Quarterly Report on Form 10-Q, or Quarterly Report.

The statements in this discussion regarding industry outlook, our expectations regarding our future performance, liquidity and capital resources, and other non-historical statements in this discussion are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 filed with the Securities and Exchange Commission on May 22, 2026, or Annual Report, and under Part II, “Item 1A. Risk Factors,” and “— Special Note Regarding Forward-Looking Statements” of this Quarterly Report. Our actual results may differ materially from those contained in or implied by any forward-looking statements.

Our fiscal year ends March 31 and, unless otherwise noted, references to years or fiscal are for fiscal years ended March 31. See “—Results of Operations.”

Overview

Booz Allen is an advanced technology company, building products and solutions for government and business. We are a leader at the forefront of the nation’s technology ecosystem. Our approximately 31,000 employees build tech for a diverse base of federal government and commercial customers, both domestically and in select foreign locations. By investing in emerging technologies, talent, and new business models, including partnerships with leading technology companies, venture investments, and the development of military grade products, we are accelerating the delivery of tech solutions.

Factors and Trends Affecting Our Results of Operations

Our results of operations have been, and we expect them to continue to be, affected by the following factors, which may cause our future results of operations to differ from our historical results of operations discussed under “—Results of Operations.”

U.S. Budgetary and Regulatory Environment

The U.S. continues to face an uncertain and evolving budgetary and regulatory environment, and we expect this uncertainty will continue. Our business performance is affected by the overall level of U.S. government spending and the alignment of our offerings and capabilities with the spending priorities of the U.S. government.

The U.S. government continues to review spending across U.S. government agencies to ensure it aligns with the administration’s priorities of maximizing governmental efficiency and productivity. Additionally, U.S. government agencies continue their own independent reviews of their contract portfolios and future procurements in response to recent executive orders focused on efficiency in government procurement. We have been, and will continue to be, subject to these reviews, and we have had, and may in the future have, certain of our contracts impacted, reduced or canceled or experience price adjustments and renegotiations, as a result of these reviews. There can be no assurance that these reviews will not ultimately have a material adverse impact on our business and financial performance.

The U.S. government has put in place a number of executive orders and actions that could impact our business, including orders intended to (i) simplify and accelerate the procurement process through a review and restructuring of the Federal Acquisition Regulation (“FAR”), and its supplements, (ii) modernize defense acquisitions by promoting commercial solutions, innovative acquisition authorities, and other existing streamlined processes, (iii) limit stock buybacks and the payment of dividends by certain defense contractors and (iv) increase the use of firm-fixed price contracts by federal agencies.

15

Table of Contents

The formal rulemaking process regarding the FAR remains ongoing, with many of the formal rules issued and review of public comments underway; however, proposed rules include changes that formalize the FAR's deviation-based approach and make certain streamlining shifts, as well as incorporating a number of other pending rules. In early November 2025, the Secretary of War announced and released an associated memorandum regarding a new acquisition strategy and directing certain reforms addressing Department of War purchases of military weapons, including elevating and empowering the acquisition workforce, maximizing acquisition flexibility, and improving lifecycle risk management. Additionally, on December 18, 2025, the National Defense Authorization Act (“NDAA”) was signed into law, which included a number of reforms that may also impact our business, including exempting nontraditional contractors from certain burdensome compliance requirements. Further, in August 2026, contemporaneously with the issuance of a portion of the formal FAR rulemaking, the Small Business Administration (“SBA”) proposed revisions to its size standards which are intended to streamline the program but have the potential, if implemented, to reshape the small business landscape by significantly expanding eligibility for SBA programs. The impact of the aforementioned changes remains uncertain. The continued focus on removing barriers to new entrants and any related future legislation could reduce the likelihood of direct awards to companies like Booz Allen and affect our competitive position, while the new acquisition strategy and streamlined procurement processes have the potential to have positive impacts on our business.

On January 7, 2026, the President signed an executive order, “Prioritizing the Warfighter in Defense Contracting”, which would restrict stock buy-backs or corporate distributions for underperforming defense contractors, as identified by the Secretary of War. If the Company is identified pursuant to this executive order, it may have a negative impact on our dividends, stock buyback programs, and our ability to attract and retain talented executives. Compliance with the requirements of this executive order may be complex, costly and time-consuming, and our subcontractors may not have the necessary resources to ensure compliance. In addition, in March 2026, certain Senators introduced the Warfighter in Defense Contracting Act of 2026, which would codify and go beyond this executive order by instituting, absent a waiver, a blanket prohibition on such dividends, buybacks, and executive compensation above certain levels. In addition, the Senate Armed Services Committee’s version of the NDAA for Fiscal Year 2027 includes a related provision that would require contractors to submit a qualified defense investment plan to increase production capacity or otherwise face restrictions on stockholder distributions. These proposed legislations far exceed the framework contemplated by the executive order and would introduce significant administrative burdens for us and other companies that could be subject to such legislation.

On April 30, 2026, the President signed an executive order, “Promoting Efficiency, Accountability, and Performance in Federal Contracting,” which directs federal agencies, subject to certain exceptions, (i) to increase the use of firm-fixed price contracts for new awards to the maximum extent consistent with law, and (ii) to seek to modify, restructure, or renegotiate, their top ten highest-dollar-value contracts issued on an other-than-fixed price basis. The Company is supportive of the recent focus by the administration on the increased usage of fixed-price and outcomes-based contracting (we refer to firm fixed price contracts where we deliver a specific outcome for a predetermined price as “outcomes-based contracting”). Compared to time-and-materials and cost-reimbursable contracts, outcomes-based contracting generally offers higher margin opportunities because we receive the benefits of any cost savings, but can involve greater financial risk because we bear the impact of any cost overruns. Additionally, we believe outcomes-based contracting results in more efficient contracting outcomes and potential savings for the U.S. government.

On September 2, 2026, the President signed into law a continuing resolution funding the U.S. government through December 11, 2026. A full-year, comprehensive appropriations agreement has not been reached; therefore future federal funding levels remain subject to uncertainty, and delays or disruptions in the appropriations process, including a prolonged government shutdown, could adversely affect our business, financial condition and results of operations.

Contract Backlog

We define backlog to include the following three components:

•Funded Backlog. Funded backlog represents the value of orders under existing contracts for which funding is appropriated or otherwise authorized less revenue previously recognized on these contracts.

•Unfunded Backlog. Unfunded backlog represents the estimated value of orders under existing contracts for which funding has not been appropriated or otherwise authorized.

•Priced Options. Priced contract options represent the estimated value of all future contract option periods under existing contracts that may be exercised at our customers’ option and for which funding has not been appropriated or otherwise authorized.

Our backlog does not include contracts that have been awarded but are currently under protest and also does not include any task orders under indefinite delivery/indefinite quantity (“IDIQ”) contracts, General Services Administration (“GSA”) Multiple Award schedule contracts (“GSA schedules”) or other master agreement contract vehicles, except to the extent that task orders have been awarded to us under those contracts.

16

Table of Contents

The following table summarizes the value of our contract backlog as of the respective periods presented: 

(1) Backlog presented includes backlog acquired from the Company’s acquisition of Ultra Mission Solutions during the six months ended September 30, 2026. Total backlog acquired from Ultra was approximately $164 million at the acquisition date.

Our total backlog consists of contractual values which is inclusive of remaining performance obligations, and potential contract value from unexercised option periods and other unexercised optional orders. As of September 30, 2026 and March 31, 2026, the Company had $11.8 billion and $10.7 billion of remaining performance obligations, respectively, and we expect to recognize approximately 65% of the remaining performance obligations as of September 30, 2026 as revenue over the next 12 months, and approximately 75% over the next 24 months. The remainder is expected to be recognized thereafter. We also expect to recognize revenue from a substantial portion of funded backlog as of September 30, 2026, within the next twelve months. However, given the uncertainties discussed below, as well as the risks described in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026, we can give no assurance that we will be able to convert our performance obligations or funded backlog into revenue in any particular period, if at all. Our backlog includes orders under contracts that in some cases extend for several years. The U.S. Congress generally appropriates funds for our customers on a yearly basis, even though their contracts with us may call for performance that is expected to take a number of years to complete. As a result, contracts typically are only partially funded at any point during their term and all or some of the work to be performed under the contracts may remain unfunded unless and until the U.S. Congress makes subsequent appropriations and the procuring agency allocates funding to the contract.

We view growth in total backlog as a key measure of our potential business growth. Total backlog increased by 2% from September 30, 2025 to September 30, 2026. Additions to funded backlog during the twelve months ended September 30, 2026 and 2025 totaled $11.3 billion and $11.4 billion, respectively, as a result of the conversion of unfunded backlog to funded backlog, the award of new contracts and task orders under which funding was appropriated, and the exercise and subsequent funding of priced options.

We cannot predict with any certainty the portion of our backlog that we expect to recognize as revenue in any future period and we cannot guarantee that we will recognize any revenue from our backlog. The primary risks that could affect our ability to recognize such revenue on a timely basis or at all include: program schedule changes, contract modifications and our ability to assimilate and deploy new customer staff against funded backlog; cost-cutting initiatives and other efforts to reduce U.S. government spending, which could reduce or delay funding for orders for services; and, delayed funding of our contracts due to delays in the completion of the U.S. government’s budgeting process and the use of continuing resolutions by the U.S. government to fund its operations, and the other risks and factors listed under “— U.S. Budgetary and Regulatory Environment” in this Quarterly Report, as well as those listed under “Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2026. In addition, the amount of our funded backlog is also subject to change due to these factors. In our recent experience, the slowed procurement environment and reductions in contract value have had a negative effect on our ability to convert backlog to revenue as of September 30, 2026, and could have additional impacts in the future to our business and financial performance.

Critical Accounting Estimates and Policies

Our critical accounting estimates and policies are disclosed in the Critical Accounting Estimates and Policies section in Part II, “Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the year ended March 31, 2026.

17

Table of Contents

Results of Operations

The following table presents items from our condensed consolidated statements of operations for the respective periods shown:

Revenue

Revenue decreased 4% to $2,778 million, and 4% to $5,578, respectively, for the three and six months ended September 30, 2026 compared to the prior year period. The decrease was primarily driven by the impact of a slowed procurement environment in the prior year, which resulted in a slower start to programs in the current year, predominantly from civil customers, leading to reduced headcount and billable expenses.

Cost of Revenue

Costs associated with compensation and related expenses for our people are the most significant component of our operating costs and expenses. The principal factors that affect our costs are the increases or decreases in labor and employee related costs as we are awarded contracts, task orders, and additional work under our existing contracts, and the hiring of people with specific skill sets and security clearances.

Cost of revenue as a percentage of revenue was 48% and 46% for the three months ended September 30, 2026 and 2025, respectively, and 48% for both the six months ended September 30, 2026 and 2025, respectively. Cost of revenue decreased 1% and 3% for the three and six months ended September 30, 2026 as compared to the three and six months ended September 30, 2025. The decreases were primarily due to decreases in salaries and related benefits due to overall headcount reductions. The prior year to date period also includes $30 million in costs related to employee severance and related charges, not present in the current year.

Billable Expenses

Billable expenses as a percentage of revenue were 30% and 32% for the three months ended September 30, 2026 and 2025, respectively, and 30% and 31% for the six months ended September 30, 2026 and 2025, respectively. Billable expenses decreased 11% and 8% for the three and six months ended September 30, 2026 compared to the three and six months ended September 30, 2025. The decreases were primarily attributable to decreases in other direct expenses and subcontractor expenses, driven by customer demand and timing of customer needs.

General and Administrative Expenses

General and administrative expenses as a percentage of revenue were 12% and 11% for the three months ended September 30, 2026 and 2025, respectively, and 11% for both the six months ended September 30, 2026 and 2025, respectively. General and administrative expenses increased 6% during the three months ended September 30, 2026 and remained flat during the six months ended September 30, 2026 as compared to the same periods in 2025. The year-to-date increase was primarily driven by professional fees associated with the Company’s acquisitions, but was partially offset by decreases in salaries and related benefits due to overall headcount reductions.

18

Table of Contents

Depreciation and Amortization

Depreciation and amortization includes the depreciation of computers, leasehold improvements, furniture and other equipment, and the amortization of internally developed software, as well as third-party software that we use internally, and of identifiable long-lived intangible assets over their estimated useful lives. Depreciation and amortization expense increased 24% and 19% for the three and six months ended September 30, 2026, as compared to the three and six months ended September 30, 2025, primarily due to the amortization of acquired intangible assets from Defy Security and Ultra Mission Solutions.

Operating Income

Operating income decreased 13% to $245 million and decreased 3% to $524 million for the three and six months ended September 30, 2026, respectively, compared to the three and six months ended September 30, 2025, reflecting a decrease in operating margin from 10% to 9% for the quarter, with the year to date period remaining flat at 9%. Operating income was driven by the increase in expenses and declines in revenue noted above, partially offset by strong contract execution.

Interest Expense, net

Interest expense, net increased 8% and 9% for the three and six months ended September 30, 2026 as compared to the three and six months ended September 30, 2025, primarily driven by decreases in interest income from lower cash balances.

Other income (expense)

Other income (expense), increased to $6 million for the three months ended September 30, 2026 from ($2) million for the three months ended September 30, 2025, and increased to $26 million for the six months ended September 30, 2026 from $1 million for the six months ended September 30, 2025. The increases were primarily driven by an additional gain of $10 million from an earnout associated with the group of contracts sold in the fourth quarter of fiscal 2026. The year-to-date period was also affected by larger increases in the fair value of the Company’s investments in fiscal 2027 as compared to fiscal 2026.

Income Tax Expense

Income tax expense decreased 69% for the three months ended September 30, 2026 as compared to the three months ended September 30, 2025. The effective tax rate decreased to 9.0% from 24.9% for the three month period. Income tax expense increased 2,267% for the six months ended September 30, 2026 as compared to the six months ended September 30, 2025. The effective tax rate increased to 15.8% from 0.7%. The year to date increase in tax expense was primarily driven by a prior year reduction in the income tax reserve related to the completion of IRS examination procedures that did not recur in the current period. The quarter to date decrease reflects the impact of tax planning strategies to maximize tax benefit for foreign derived deduction eligible income. See Note 9, “Income Taxes,” to the condensed consolidated financial statements for further information.

Non-GAAP Measures

We publicly disclose certain non-GAAP financial measurements, including Revenue, Excluding Billable Expenses, EBITDA and Adjusted EBITDA, because management uses these measures for business planning purposes, including to manage our business against internal projected results of operations and measure our performance. We view Adjusted EBITDA as a measure of our core operating business, which excludes the impact of the items detailed below, as these items are generally not operational in nature. These non-GAAP measures also provide another basis for comparing period to period results by excluding potential differences caused by non-operational and unusual or non-recurring items. In addition, we use Revenue, Excluding Billable Expenses because it provides management useful information about the Company's operating performance by excluding the impact of costs such as subcontractor expenses, travel expenses, and other non-labor expenses incurred to perform on contracts. Billable expenses generally have lower margin and thus are less indicative of our profit generation capacity. Management believes this metric provides useful information about our business.These supplemental performance measurements may vary from and may not be comparable to similarly titled measures by other companies in our industry. Revenue, Excluding Billable Expenses, EBITDA, and Adjusted EBITDA are not recognized measurements under accounting principles generally accepted in the United States (“GAAP”) and when analyzing our performance, investors should (i) evaluate each adjustment in our reconciliation of revenue to Revenue, Excluding Billable Expenses, net income to EBITDA, and Adjusted EBITDA, and (ii) use Revenue, Excluding Billable Expenses, EBITDA, and Adjusted EBITDA in addition to, and not as an alternative to, revenue and net income, as measures of operating results, each as defined under GAAP. We have defined the aforementioned non-GAAP measures as follows

•Revenue, Excluding Billable Expenses represents revenue less billable expenses.

•EBITDA represents net income before income tax expense, interest expense, net and other income (expense), and depreciation and amortization.

19

Table of Contents

•Adjusted EBITDA represents net income before income tax expense, interest expense, net and other income (expense), and depreciation and amortization and before certain other items, including other corporate expenses. The Company prepares Adjusted EBITDA to eliminate the impact of items it does not consider indicative of ongoing operating performance due to their inherent unusual, extraordinary or non-recurring nature or because they result from an event of a similar nature.

Below is a reconciliation of our most directly comparable GAAP measures to our non-GAAP measures, Revenue to Revenue, Excluding Billable Expenses and Net income to EBITDA and Adjusted EBITDA, calculated and presented in accordance with GAAP:

(a) In fiscal 2027, other corporate expenses consist primarily of acquisition related costs associated with Defy Security in the first quarter of fiscal 2027, and Ultra I&C Mission Solutions business in the second quarter of fiscal 2027. In fiscal 2026, other corporate expenses consist primarily of nonrecoverable costs associated with employee severance from cost management and restructuring initiatives, transaction costs associated with a divestiture, and acquisition related costs associated with the acquisition of Defy Security. See Note 20, “Supplemental Consolidated Financial Information,” and Note 21, “Subsequent Events,” to the consolidated financial statements within the Annual Report on Form 10-K for the fiscal year ended March 31, 2026 for further information.

Liquidity and Capital Resources

As of September 30, 2026, our total liquidity was $1.8 billion, consisting of $334 million of cash and cash equivalents and $1.5 billion available under the Revolving Credit Facility. In the opinion of management, we will be able to meet our liquidity and cash needs through a combination of cash flows from operating activities, available cash balances, and available borrowing under the Revolving Credit Facility. If these resources need to be augmented, additional cash requirements would likely be financed through the issuance of debt or equity securities.

The following table presents selected financial information for the respective periods shown:

20

Table of Contents

Historically, we have been able to generate sufficient cash to fund our operations, mandatory debt and interest payments, capital expenditures, and discretionary funding needs. However, due to the trends and developments described above under “—Factors and Trends Affecting Our Results of Operations”, it may be necessary to borrow under our Credit Agreement to meet cash demands in the future. While the timing and financial magnitude of these possible actions are currently indeterminable, we expect to be able to manage and adjust our capital structure to meet our liquidity needs. Our expected liquidity and capital structure may also be impacted by discretionary investments and acquisitions that we could pursue. We anticipate that cash provided by operating activities, existing cash and cash equivalents, and borrowing capacity under our Revolving Credit Facility will be sufficient to meet our anticipated cash requirements for the next twelve months, which primarily include:

•operating expenses, including salaries;

•working capital requirements to fund both organic and inorganic growth of our business;

•capital expenditures which primarily relate to the purchase of computers, business systems, furniture and leasehold improvements to support our operations;

•the ongoing maintenance around all financial management systems;

•commitments and other discretionary investments, including potential capital calls for venture capital investments;

•debt service requirements for borrowings under our Credit Agreement and interest payments for our senior notes; and

•cash taxes to be paid.

From time to time, we evaluate conditions to opportunistically access the financing markets to secure additional debt capital resources and improve the terms of our indebtedness. Some of the possible uses of our remaining excess cash at any point in time may include funding strategic acquisitions and investments, debt repayment, further investment in our business and returning value to stockholders through share repurchases, quarterly dividends and special dividends.

Cash Flows

Operating Cash Flow

Net cash provided by operations was $575 million for the six months ended September 30, 2026 compared to $540 million in the prior year period. The increase in operating cash was primarily driven by strong working capital management and lower tax payments as compared to the prior year, partially offset by reduced revenue volume.

Investing Cash Flow

Net cash used in investing activities was $1,140 million in the six months ended September 30, 2026 compared to $61 million in the prior year period. The increase in investing cash used over the prior year was primarily due to the Company's acquisitions of Defy Security and Ultra Mission Solutions and an increase in the funding of strategic investments in the first half of fiscal 2027.

Financing Cash Flow

Net cash provided by financing activities was $171 million in the six months ended September 30, 2026 compared to $548 million of net cash used in financing activities in the prior year period. The increase in financing cash over the prior year was primarily due to the issuance of senior notes in the second quarter of fiscal 2027, as well as the decrease in share repurchases year over year. The Company borrowed and subsequently repaid $200 million during the six months ended September 30, 2026 and as of both September 30, 2026 and March 31, 2026, there was no outstanding balance on the Revolving Credit Facility.

Dividends and Share Repurchases

On October 23, 2026, the Company announced a regular quarterly cash dividend in the amount of $0.59 per share. The quarterly dividend is payable on December 4, 2026 to stockholders of record on November 12, 2026.

During the three and six months ended September 30, 2026, a quarterly cash dividend of 0.59 and $1.18 per share, respectively, were declared and paid totaling $71 million and $145 million, respectively.

21

Table of Contents

On December 12, 2011, the Board of Directors initially approved a share repurchase program, which was subsequently increased from time to time, and most recently increased by $500 million to $4,085 million on October 22, 2025. The Company may repurchase shares pursuant to the program by means of open market repurchases, directly negotiated repurchases or through agents acting pursuant to negotiated repurchase agreements. During the first six months of fiscal 2027, the Company purchased 2.0 million shares of the Company's Class A Common Stock for an aggregate of $149 million. As of September 30, 2026, the Company had approximately $535 million remaining under the repurchase program.

Any determination to pursue one or more of the above alternative uses for excess cash is subject to the discretion of our Board of Directors, and will depend upon various factors, including our results of operations, financial condition, liquidity requirements, restrictions that may be imposed by applicable law, our contracts, and our Credit Agreement as amended and other factors deemed relevant by our Board of Directors.

Summarized Financial Information

The Senior Notes due 2030, 2033, 2034, and 2035 were issued by Booz Allen Hamilton pursuant to the respective Indenture, among Booz Allen Hamilton, the Company and U.S. Bank Trust Company, National Association, as trustee, as supplemented by the respective Supplemental Indenture and are fully and unconditionally guaranteed on an unsecured and unsubordinated basis by the Company pursuant to the respective Indenture.

The tables below present the summarized financial information as combined for the Company and Booz Allen Hamilton as of March 31, 2026 and as of and for the six months ended September 30, 2026, after the elimination of intercompany transactions and balances between the Company and Booz Allen Hamilton and excluding the subsidiaries of both entities that are not issuers or guarantors of the Senior Notes due 2030, 2033, 2034, and 2035, including earnings from and investments in these entities. The summarized financial information is provided in accordance with the reporting requirements of Rule 13-01 under Regulation S-X and is not intended to present our financial position or results of operations in accordance with GAAP.

Summarized Statements of Financial Condition

Summarized Statement of Operations

Commitments and Contingencies

We are subject to a number of reviews, investigations, claims, lawsuits, and other uncertainties related to our business. For a discussion of these items, refer to Note 11, “Commitments and Contingencies,” to our condensed consolidated financial statements.

22

Table of Contents

Special Note Regarding Forward-Looking Statements

Certain statements contained or incorporated in this Quarterly Report on Form 10-Q (the “Quarterly Report”), include forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “forecasts,” “expects,” “intends,” “plans,” “anticipates,” “projects,” “outlook,” “believes,” “estimates,” “predicts,” “potential,” “continue,” “preliminary,” or the negative of these terms or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we can give you no assurance these expectations will prove to have been correct. These forward-looking statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements. A number of important factors could cause actual results to differ materially from those contained in or implied by these forward-looking statements, including the risks and factors listed under “Item 1A. Risk Factors” and elsewhere in this Quarterly Report, as well as those listed under “Risk Factors” in our Annual Report on Form 10-K for the year ended March 31, 2026. In light of these risks, uncertainties, and other factors, the forward-looking statements might not prove to be accurate and you should not place undue reliance upon them. All forward-looking statements speak only as of the date made and we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes during the period covered by this Quarterly Report on Form 10-Q to the information disclosed in the Quantitative and Qualitative Disclosures About Market Risk section in Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 filed with the Securities and Exchange Commission on May 22, 2026.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this Quarterly Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

23

Table of Contents

PART II. OTHER INFORMATION 

Item 1. Legal Proceedings

Disclosure concerning legal proceedings can be found in Part I, Item 1. “Financial Statements, Notes to Unaudited Condensed Consolidated Financial Statements, Note 11, “Commitments and Contingencies,” under the caption, “Litigation,” which is incorporated here by this reference.

Item 1A. Risk Factors

There have been no material changes during the period covered by this Quarterly Report on Form 10-Q to the risk factors disclosed in Part I, Item 1A, of our Annual Report on Form 10-K for the fiscal year ended March 31, 2026 filed with the Securities and Exchange Commission on May 22, 2026.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

None.

Issuer Purchases of Equity Securities

The following table presents the share repurchase activity for each of the three months in the quarter ended September 30, 2026:

(1) The total number of shares purchased includes shares surrendered to satisfy minimum statutory tax withholding obligations related to the vesting of stock awards.

(2) On December 12, 2011, the Board of Directors initially approved a share repurchase program, which was subsequently increased from time to time, and most recently increased by $500 million to $4,085 million on October 22, 2025. A special committee of the Board of Directors was appointed to evaluate market conditions and other relevant factors and initiate repurchases under the program from time to time. The share repurchase program may be suspended, modified or discontinued at any time at the Company’s discretion without prior notice.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Fiscal Year 2027 Vesting Schedule Adjustments

On October 20, 2026, the Compensation, Culture and People Committee of the Board of Directors (the “Board”) approved a modification to the vesting schedule applicable to the time-based restricted stock units (RSUs) granted to our executive officers in connection with the Company’s fiscal 2027 annual equity grants. The time-based RSUs were originally scheduled to vest in three equal installments over a three-year period, subject solely to the executive officer’s continued employment through each applicable vesting date. Effective as of October 20, 2026, the time-based RSUs will instead vest on a quarterly basis over a three-year period, with approximately 16.67% of the time-based RSUs vesting on November 6, 2026 (to account for the quarterly installment that would otherwise have vested during the first fiscal quarter of fiscal year 2027) and the remaining 83.33% vesting in ten equal quarterly installments beginning on January 13, 2027, in each case, subject to the executive officer’s continued employment through each applicable vesting date.

24

Table of Contents

Adoption of Amended and Restated Bylaws

On and effective as of October 21, 2026, the Company adopted the amended and restated bylaws (the “Amended and Restated Bylaws”). The changes to the Amended and Restated Bylaws, among other things, (i) relate to the designation of, and the roles and responsibilities of, certain of the Company’s officer positions, including clarifying the respective roles of the Chief Executive Officer, President, Chief Financial Officer and Treasurer, (ii) enhance the procedural mechanics applicable to stockholder requests to call special meetings, (iii) update the procedural and informational requirements for stockholder nominations and business proposals, and (iv) revise the provisions related to the conduct, adjournment and postponement of stockholder meetings. In addition to the amendments described above, the Amended and Restated Bylaws also incorporate other administrative, clarifying and conforming changes. The description of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, filed herewith as Exhibit 3.1 to this Form 10-Q and is incorporated by reference herein.

Leadership Updates

The Company is combining the leadership of its intelligence and global defense businesses under Tom Pfeifer, who will continue as President of the National Security Sector and, as a result, effective November 2, 2026, Andrea Inserra will no longer serve as President of the Global Defense Sector.

Additionally, on October 21, 2026, Gretchen McClain, a member of the Board of the Company informed the Board of her intention to retire as a member of the Board for health-related reasons, effective immediately. In connection with Ms. McClain’s retirement, effective as of October 21, 2026, the Board appointed Rory Read as Chair of the Compensation, Culture and People Committee of the Board.

Item 6. Exhibits

___________________________________

* Filed electronically herewith.

25

Table of Contents

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.

26