博思艾伦咨询公司美股招股说明书(2026-07-30版)

Booz Allen Hamilton Inc.$700,000,000 5.375% Notes due 2030$500,000,000 5.900% Notes due 2034Fully and Unconditionally Guaranteed byBooz Allen Hamilton Holding Corporation We are offering $700,000,000 aggregate principal amount of 5.375% Notes due 2030 (the “2030 notes”) and $500,000,000 aggregate principal amount of5.900% Notes due 2034 (the “2034 notes” and, together with the 2030 notes, the “notes”). The 2030 notes will bear interest at the rate of 5.375% per year, andthe 2034 notes will bear interest at the rate of 5.900% per year. The 2030 notes will mature on January30, 2030 and the 2034 notes will mature on January30,2034. Interest on the notes will be payable on January30 and July30 of each year, beginning on January30, 2027. We may redeem the notes in whole or in part at any time prior to their maturity at the redemption prices described in this prospectus supplement, plusaccrued and unpaid interest, if any, on the principal amount being redeemed, to, but excluding, the redemption date. If a Change of Control Triggering Event (asdefined herein) occurs, we must offer to repurchase the notes at a redemption price equal to 101% of the principal amount of the notes, plus accrued and unpaidinterest, if any, to, but excluding, the date of repurchase. We will also be required to redeem the 2034 notes in certain circumstances. See “Description of Notesand Note Guarantee — Special mandatory redemption” in this prospectus supplement. The notes will be unsecured and will rank equally with all our other unsecured senior indebtedness. The notes will be fully and unconditionally guaranteed(the “note guarantee”) on an unsecured and unsubordinated basis by Booz Allen Hamilton Holding Corporation (the “Parent Guarantor”), our parent company.The notes will rank senior in right of payment to all of the Issuer’s future subordinated indebtedness and will rank equally in right of payment with the Issuer’sexisting and future senior indebtedness, including indebtedness under our credit agreement dated as of July31, 2012, among the Issuer as borrower, the ParentGuarantor as guarantor, the lenders from time to time party thereto, and Bank of America, N.A., as administrative agent and an issuing lender, as amended,restated, supplemented, replaced, waived or otherwise modified from time to time (as amended, the “Credit Agreement”) consisting of (i)the Revolving CreditFacility (as defined herein), (ii)the Tranche A-1 Term Loan (as defined herein) and (ii)the Tranche A-2 Term Loan (as defined herein) and the Existing Notes(as defined herein). The notes will be effectively subordinated to any of the Issuer’s existing and future secured indebtedness to the extent of the value of theassets securing such indebtedness, and the notes will be structurally subordinated to all existing and future liabilities of each of the Issuer’s subsidiaries. The note guarantee will rank senior in right of payment to all of the Parent Guarantor’s future subordinated indebtedness and will rank equally in right ofpayment with all of the Parent Guarantor’s existing and future senior indebtedness, including the Parent Guarantor’s guarantee of indebtedness under the CreditAgreement and the Existing Notes. The note guarantee will be effectively subordinated to any of the Parent Guarantor’s existing and future secured indebtednessto the extent of the value of the assets securing such indebtedness, and the note guarantee will be structurally subordinated to all existing and future liabilities ofeach of the Parent Guarantor’s subsidiaries, other than the Issuer. The notes will be issued only in denominations of $2,000 and integral multiples of $1,000 in excess thereof. (1)(2)Plus accrued interest, if any, from August 4, 2026, if settlement occurs after that date.We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting (Conflicts of The notes will not be listed on any securities exchange or quoted on any automated quotation system. The underwriters expect to deliver the notes on or about August 4, 2026, through the book entry system of The Depository Trust Company for the benefitof its participants, including Clearstream Banking,société anonyme(“Clearstream”), and Euroclear Bank S.A./N.V. (“Euroclear”). We have not, and the underwriters have not, authorized anyone to provide any information other than thatcontained or incorporated by reference in this prospectus supplement, the accompanying prospectus or any freewriting prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor theunderwriters take any responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. We are not, and the underwriters are not, making an offer to sell thesesecurities in any jurisdiction where the offer or sale is not permitted. You should assume that the informationappearing in this prospectus supplement, the accompanying pro