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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2026

  

Amentum Holdings, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-42176		99-0622272
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4800 Westfields Blvd., Suite #400

Chantilly, Virginia 20151

(703) 579-0410

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the

Registrant under any of the following provisions:

	☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		AMTM		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the

Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2

of this chapter).

Emerging Growth Company ☐

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. ☐

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

Amended Credit Agreement

On April 24, 2026, Amentum Holdings, Inc., a Delaware corporation (“Amentum”), entered into the First

Amendment (the “First Amendment”), dated as of such date, among Amentum, Amentum Services, Inc., a Delaware

corporation (“Amentum Services”), Amentum Technology, Inc., a Tennessee corporation (“Amentum

Technology”), the other loan parties party thereto, the lenders party thereto, the issuing banks party thereto and

JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), which amends the Credit

Agreement dated as of September 27, 2024 (the “Existing Credit Agreement” and, as amended by the First

Amendment, the “Credit Agreement”), among Amentum, the borrowing subsidiaries from time to time party thereto,

the lenders from time to time party thereto and the Administrative Agent.

The Credit Agreement provides for, among other things, (a) a new five-year senior secured term loan A facility in an

aggregate principal amount of $1.400 billion, (b) a new senior secured term loan B facility in an aggregate principal

amount of $1.591 billion and (c) a new five-year senior secured revolving facility with commitments in an aggregate

amount of $1.000 billion. The new term loan A facility and the new term loan B facility replaced the existing term

loan B facility under the Existing Credit Agreement, and the new revolving facility replaced the existing revolving

facility under the Existing Credit Agreement. Amentum, Amentum Services and Amentum Technology are co-

borrowers under the term facilities.

Amentum, Amentum Services and Amentum Technology used the proceeds of the term facilities, together with

other cash on hand of Amentum and its subsidiaries, to repay in full all outstanding borrowings and other amounts

under the Existing Credit Agreement and to pay fees and expenses related to the financing. Proceeds of the

revolving facility under the Credit Agreement may be used for general corporate purposes. Any repayments and

prepayments of the term facilities may not be reborrowed; repayments of the revolving facility may be reborrowed

prior to the termination thereof.

The term loan A facility will mature on April 24, 2031 and, prior to its scheduled final maturity, will amortize in

quarterly installments in an aggregate annual amount equal to (a) from September 30, 2026 through June 30, 2028,

2.50% of the original principal amount of the loans borrowed thereunder, (b) from September 30, 2028 through June

30, 2030, 5.00% of the original principal amount of the loans borrowed thereunder and (c) for each fiscal quarter

thereafter, 7.50% of the original principal amount of the loans borrowed thereunder. The term loan B facility will

mature on September 27, 2031 and, prior to its scheduled final maturity, will amortize in equal quarterly installments

in an aggregate annual amount equal to 1.00% of the original principal amount of the loans borrowed thereunder.

The revolving facility will mature on April 24, 2031. Borrowings under the revolving facility are available in U.S.

dollars, Canadian dollars, euro and Sterling. A portion of the revolving facility is available for the issuance of letters

of credit in U.S. dollars, Canadian dollars, euro, Sterling and certain other foreign currencies.

The interest rate per annum applicable to the term loan A facility is, at Amentum’s option, equal to either the

Alternate Base Rate (as defined in the Credit Agreement) plus an interest rate margin of 0.25% to 1.00% or the Term

SOFR (as defined in the Credit Agreement) plus an interest rate margin of 1.25% to 2.00%, in each case, based on

Amentum’s first lien leverage ratio. The interest rate per annum applicable to the term loan B facility is, at

Amentum’s option, equal to either the Alternate Base Rate plus an interest rate margin of 0.75% or the Term SOFR

plus an interest rate margin of 1.75%. The interest rate per annum applicable to the revolving facility under the

Credit Agreement is, at Amentum’s option, equal to either the Alternate Base Rate or Canadian Prime Rate (as

defined in the Credit Agreement) plus an interest rate margin of 0.25% to 1.00% or the Term SOFR, Daily Simple

SOFR (as defined in the Credit Agreement), EURIBOR (as defined in the Credit Agreement), Daily Simple SONIA

(as defined in the Credit Agreement) or Term CORRA (as defined in the Credit Agreement) plus an interest rate

margin of 1.25% to 2.00%, in each case, based on Amentum’s first lien leverage ratio.

The Credit Agreement contains customary prepayment rights and customary mandatory prepayments, as well as

customary affirmative and negative covenants that apply to Amentum and its restricted subsidiaries, including

limitations on indebtedness, liens, restricted payments, restricted debt payments, investments, burdensome

agreements, disposition of assets, transactions with affiliates, conduct of business and fundamental changes. The

term loan B facility does not include any financial maintenance covenants. The term loan A facility and the

revolving facility include a financial maintenance covenant that requires compliance with a maximum first lien net

leverage ratio of 4.50 to 1.00, stepping up to 5.00 to 1.00 for four quarters following the consummation of certain

qualified material acquisitions. A breach of the financial maintenance covenant will only result in a default or event

of default with respect to the term loan B facility if the lenders under the term loan A facility and the revolving

facility have, as a result of such breach, demanded repayment of the obligations under the term loan A facility and

the revolving facility or otherwise accelerated such obligations (and terminated the commitments under the

revolving facility) and such demand or acceleration has not been rescinded.

The Credit Agreement contains customary events of default (with customary qualifications, exceptions, grace

periods and notice provisions), including nonpayment of principal, interest, fees or other amounts, defaults under

other agreements, breach of loan documents, breach of representations and warranties, voluntary and involuntary

bankruptcy or appointment of receiver, unsatisfied judgments and attachments, certain ERISA events, change of

control, invalidity of guaranties, collateral documents and other loan documents, and obligations ceasing to

constitute senior indebtedness for purposes of certain subordinated indebtedness.

The obligations of Amentum, Amentum Services, Amentum Technology and any other borrowing subsidiaries

under the Credit Agreement and certain designated cash management obligations, hedging obligations and ancillary

services obligations, are unconditionally guaranteed on a senior basis (subject to customary exceptions) by, and

secured by perfected first-priority security interests (subject to permitted liens and other customary exceptions) in

substantially all tangible and intangible assets of, Amentum and its wholly owned material domestic restricted

subsidiaries.

The foregoing description of the Credit Agreement and the First Amendment does not purport to be complete and is

subject to, and qualified in its entirety by reference to, the full text of the Credit Agreement and the First

Amendment, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet

Arrangement of a Registrant.

The information in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		First Amendment, dated as of April 24, 2026, among Amentum Holdings, Inc., Amentum Services, Inc., Amentum Technology, Inc., the other loan parties party thereto, the lenders party thereto, the issuing banks party thereto and JPMorgan Chase Bank, N.A., as administrative agent.*
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

* Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request, provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities and Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

 

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.

	AMENTUM HOLDINGS, INC.
Date: April 28, 2026	By:	/s/ Travis B. Johnson
		Name:	Travis B. Johnson
		Title:	Chief Financial Officer