Amentum Holdings: Entry Into A Material Definitive Agreement, Creation Of A Direct Financial Obligation Or An Obligation Under An Offbalance Sheet, Financial Statements And Exhibits

Item 1.01. Entry into a Material Definitive Agreement.Amended Credit AgreementOn April 24, 2026, Amentum Holdings, Inc., a Delaware corporation (“Amentum”), entered into the FirstAmendment (the “First Amendment”), dated as of such date, among Amentum, Amentum Services, Inc., a Delawarecorporation (“Amentum Services”), Amentum Technology, Inc., a Tennessee corporation (“AmentumTechnology”), the other loan parties party thereto, the lenders party thereto, the issuing banks party thereto andJPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”), which amends the CreditAgreement dated as of September 27, 2024 (the “Existing Credit Agreement” and, as amended by the FirstAmendment, 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 anaggregate principal amount of $1.400 billion, (b) a new senior secured term loan B facility in an aggregate principalamount of $1.591 billion and (c) a new five-year senior secured revolving facility with commitments in an aggregateamount of $1.000 billion. The new term loan A facility and the new term loan B facility replaced the existing termloan B facility under the Existing Credit Agreement, and the new revolving facility replaced the existing revolvingfacility 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 withother cash on hand of Amentum and its subsidiaries, to repay in full all outstanding borrowings and other amountsunder the Existing Credit Agreement and to pay fees and expenses related to the financing. Proceeds of therevolving facility under the Credit Agreement may be used for general corporate purposes. Any repayments andprepayments of the term facilities may not be reborrowed; repayments of the revolving facility may be reborrowedprior to the termination thereof.The term loan A facility will mature on April 24, 2031 and, prior to its scheduled final maturity, will amortize inquarterly 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 June30, 2030, 5.00% of the original principal amount of the loans borrowed thereunder and (c) for each fiscal quarterthereafter, 7.50% of the original principal amount of the loans borrowed thereunder. The term loan B facility willmature on September 27, 2031 and, prior to its scheduled final maturity, will amortize in equal quarterly installmentsin 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 lettersof 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 theAlternate Base Rate (as defined in the Credit Agreement) plus an interest rate margin of 0.25% to 1.00% or the TermSOFR (as defined in the Credit Agreement) plus an interest rate margin of 1.25% to 2.00%, in each case, based onAmentum’s first lien leverage ratio. The interest rate per annum applicable to the term loan B facility is, atAmentum’s option, equal to either the Alternate Base Rate plus an interest rate margin of 0.75% or the Term SOFRplus an interest rate margin of 1.75%. The interest rate per annum applicable to the revolving facility under theCredit Agreement is, at Amentum’s option, equal to either the Alternate Base Rate or Canadian Prime Rate (asdefined in the Credit Agreement) plus an interest rate margin of 0.25% to 1.00% or the Term SOFR, Daily SimpleSOFR (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 ratemargin 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 ascustomary affirmative and negative covenants that apply to Amentum and its restricted subsidiaries, includinglimitations on indebtedness, liens, restricted payments, restricted debt payments, investments, burdensomeagreements, disposition of assets, transactions with affiliates, conduct of business and fundamental changes. Theterm loan B facility does not include any financial maintenance covenants. The term loan A facility and therevolving facility include a financial maintenance covenant that requires compliance with a maximum first lien netleverage ratio of 4.50 to 1.00, stepping up to 5.00 to 1.00 for four quarters following the consummation of certainqualified material acquisitions. A breach of the financial maintenance covenant will only result in a default or eventof default with respect to the term loan B facility if the lenders under the term loan A facility and the revolvingfacility have, as a result of such breach, demanded repayment of the obligations under the term loan A facility andthe revolving facility or otherwise accelerated such obligations (and terminated the commitments under therevolving facility) and such demand or acceleration has not been rescinded.The Credit Agreement contains customary events of default (with customary qualifications, exceptions, graceperiods and notice provisions), including nonpayment of principal, interest, fees or other amounts, defaults underother agreements, breach of loan documents, breach of representations and warranties, voluntary and involuntarybankruptcy or appointment of receiver, unsatisfied judgments and attachments, certain ERISA events, change ofcontrol, invalidity of guaranties, collateral documents and other loan documents, and obligations ceasing toconstitute senior indebtedness for purposes of certain subordinated indebtedness.The obligations of Amentum, Amentum Services, Amentum Technology and any other borrowing subsidiariesunder the Credit Agreement and certain designated cash management obligations, hedging obligations and ancillaryservices obligations, are unconditionally guaranteed on a senior basis (subject to customary exceptions) by, andsecured by perfected first-priority security interests (subject to permitted liens and other customary exceptions) insubstantially all tangible and intangible assets of, Amentum and its wholly owned material domestic restrictedsubsidiaries.The foregoing description of the Credit Agreement and the First Amendment does not purport to be complete and issubject to, and qualified in its entirety by reference to, the full text of the Credit Agreement and the FirstAmendment, 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 ExhibitNo. Description10.1First 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. SIGNATURESPursuant 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, 2026By: /s/ Travis B. Johnson Name:Travis B. Johnson Title:Chief Financial Officer

Amentum Holdings: Entry Into A Material Definitive Agreement, Creation Of A Direct Financial Obligation Or An Obligation Under An Offbalance Sheet, Financial Statements And Exhibits

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