Maximus (MMS) M&A announcement summary

Deal rationale and strategic fit

• Expands access to U.S. defense, national security, intelligence, homeland security, and federal law enforcement markets with durable spending priorities.

• Adds cybersecurity, AI, data analytics, cloud modernization, cleared talent, and experience with traditional and OTA contracts; Agile Labs contributes specialized talent, applied R&D, and emerging technologies.

• Combines Agile Defense’s capabilities with existing reach and government delivery expertise to support secure, technology-intensive missions and improve mission outcomes.

• Agile Defense serves more than 50 federal agencies and has established customers including DISA, CDAO, the U.S. Army, and U.S. Cyber Command.

Financial terms and conditions

• $660 million cash purchase price at closing, subject to customary adjustments, plus potential performance-based earn-out of up to $50 million.

• Implied and effective transaction multiples are each ~11x expected 2027 adjusted EBITDA; effective multiple reflects tax-basis step-up NPV and potential earn-out.

• Calendar 2027 revenue expected at ~ $450 million, with adjusted EBITDA margin within the 12%-15% target range.

• Expected to be immediately accretive to adjusted diluted EPS after closing and approximately neutral to FY 2027 GAAP EPS.

• Pro forma net leverage expected at 2.2x-2.3x; despite anticipated $200 million in share repurchases, leverage is expected below 2x at FY 2027-end absent further repurchases or M&A.

Synergies and expected growth

• 3.1x book-to-bill for the nine months ended September 30, 2026 supports expected double-digit organic growth in 2027.

• Cross-selling Agile Defense technology into existing civilian relationships and combining customer access, contract vehicles, and qualifications could expand the pipeline and improve joint bid prospects.

• Natural cost synergies are expected but unquantified; primary focus is growth.