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): June 3, 2021

Booz Allen Hamilton Holding Corporation

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code: (703) 902-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

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

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.  ¨

On June 3, 2021, Booz Allen Hamilton Holding Corporation (“Booz Allen”), the parent company of management and technology consulting and engineering services firm Booz Allen Hamilton Inc. (the “Borrower”), announced the launch of a maturity extension amendment process for the Borrower’s outstanding indebtedness under its existing Term Loan A and revolving credit facilities, subject to continuing management review and to further consideration and ultimate approval by Booz Allen’s Board of Directors. The amendments may also include an increase in the amount of available borrowing capacity under the revolving credit facility and amendments to certain pricing, financial covenants and other terms under the Borrower’s credit agreement. The Borrower is exploring these potential amendments in connection with the ongoing evaluation of its capital structure, taking into account a currently favorable credit environment.

If consummated, the terms of the amendments will be disclosed upon completion. For the avoidance of doubt, the consummation of the amendments is subject to further consideration and ultimate approval by Booz Allen’s Board of Directors.

Forward Looking Statements

This report contains, or may be deemed to contain, “forward-looking statements” (as defined in the U.S. Private Securities Litigation Reform Act of 1995). These statements express Booz Allen’s current expectation of future events or its future performance and do not relate directly to historical or current events. As such, Booz Allen’s future actions and related results may vary from any expectations or goals expressed in, or implied by, the forward-looking statements included in this report, possibly to a material degree. Booz Allen can offer no assurance that the assumptions made in preparing any of the forward-looking statements will prove accurate or that any long-term goals will be realized. Specifically, the amendment described in this report is contingent upon, among other things, approval by Booz Allen’s Board of Directors, and Booz Allen can offer no assurance that this proposed transaction will be approved by Booz Allen’s Board of Directors or consummated on the terms or within the timeframe that Booz Allen currently contemplates, if at all. All forward-looking statements included in this report speak only as of the date made, and, except as required by law, Booz Allen undertakes no obligation to update or revise publicly any such forward-looking statements, whether as a result of new information, future events, or otherwise.

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.

Date: June 3, 2021