UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On February 20, 2024, Science Applications International Corporation (the “Company”) provided notice to the New York Stock Exchange (“NYSE”) that it intends to have its shares of common stock, par value $0.0001 per share (“Common Stock”), voluntarily delisted from the NYSE after the close of trading on March 4, 2024, and it intends to voluntarily transfer the listing of its shares of Common Stock to The Nasdaq Stock Market LLC (“Nasdaq”) effective as of the opening of trading on March 5, 2024. The Company’s Common Stock has been authorized for listing on Nasdaq and will continue to trade under the symbol “SAIC”.
On February 20, 2024, the Company issued a press release announcing its listing transfer to Nasdaq, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K contain or are based on “forward-looking” information within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by words such as “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “guidance,” and similar words or phrases. Forward-looking statements in this release may include, among others, statements about our ability to delist our shares of Common Stock from the NYSE and our ability to transfer the listing of our shares of Common Stock to Nasdaq. Such statements are not guarantees of future performance and involve risk, uncertainties and assumptions, and actual results may differ materially from the guidance and other forward-looking statements made in this release as a result of various factors. Risks, uncertainties and assumptions that could cause or contribute to these material differences include those discussed in the “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Legal Proceedings” sections of our Annual Report on Form 10-K, as updated in any subsequent Quarterly Reports on Form 10-Q and other filings with the SEC, which may be viewed or obtained through the Investor Relations section of our website at www.saic.com or on the SEC’s website at www.sec.gov. Due to such risks, uncertainties and assumptions you are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. The Company expressly disclaims any duty to update any forward-looking statement provided in this Current Report on Form 8-K to reflect subsequent events, actual results or changes in the Company’s expectations.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description of Exhibit | |
| 99.1 | Press Release, dated February 20, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SCIENCE APPLICATIONS INTERNATIONAL CORPORATION | ||||||
| Dated: February 20, 2024 | By: | /s/ Hilary L. Hageman | ||||
| Hilary L. Hageman | ||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||