Booz Allen Hamilton Announces Pricing of Senior Notes Offering

Booz Allen Hamilton Holding Corporation (NYSE: BAH) (“Booz Allen”) announced that its wholly-owned subsidiary, Booz Allen Hamilton Inc. (the “Issuer”), has priced $650 million aggregate principal amount of its 5.950% Senior Notes due 2033 (the “Notes”). The offering is expected to close on August 4, 2023, subject to certain closing conditions. Booz Allen will fully and unconditionally guarantee the Notes on a senior unsecured basis.

The Issuer intends to use a portion of the net proceeds from the sale of the Notes to repay revolving borrowings outstanding under its revolving credit facility, and the remainder of the net proceeds for general corporate purposes.

BofA Securities, Inc. and J.P. Morgan Securities LLC are acting as representatives of the underwriters and as joint book-running managers for the offering along with Goldman Sachs & Co. LLC, PNC Capital Markets LLC, SMBC Nikko Securities America, Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC. Capital One Securities, Inc., Fifth Third Securities, Inc., Huntington Securities, Inc., ICBC Standard Bank Plc, M&T Securities, Inc., MUFG Securities Americas Inc., Siebert Williams Shank & Co., LLC, TD Securities (USA) LLC, U.S. Bancorp Investments, Inc. and WauBank Securities LLC also acted as co-managers for the offering.

This press release is for informational purposes only and is not an offer to sell or purchase nor the solicitation of an offer to sell or purchase securities and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which, or to any person to whom such an offer, solicitation or sale would be unlawful.

The Issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the underwriters can arrange to send you the prospectus if you request it from one of the representatives of the underwriters by calling or e-mailing BofA Securities, Inc. at 1-800-294-1322 or dg.prospectus_requests@bofa.com or calling J.P. Morgan Securities LLC collect at 1-212-834-4533.

Forward-Looking Statements

Certain statements in this press release include forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include information concerning Booz Allen’s financing plans, including statements related to the Issuer’s offering of the Notes and intended use of net proceeds of the offering. These forward-looking statements relate to future events or Booz Allen’s future financial performance and involve known and unknown risks, uncertainties that may cause actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements implied by these forward-looking statements including, without limitation, risks related to whether the Issuer will consummate the offering of the Notes on the expected terms, or at all, market and other general economic conditions and whether the Issuer and Booz Allen will be able to satisfy the conditions required to close any sale of the Notes. These and other risks concerning Booz Allen and its businesses are described in additional detail in its Annual Report on Form 10-K for the year ended March 31, 2023, its Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, and other filings made by Booz Allen with the Securities and Exchange Commission.

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