Maximus, Inc. has entered into a definitive equity purchase agreement to acquire Agile Defense, LLC and its affiliates. The transaction, valued at $660 million, is expected to close in the first quarter of fiscal year 2027, subject to regulatory approvals and customary closing conditions.
Under the agreement, Maximus Federal Services, Inc., a wholly owned subsidiary of Maximus, will purchase all outstanding equity interests of Agile Defense from Arclight Equity Holdings, LLC. The cash purchase price is subject to certain adjustments based on closing date working capital and cash, as well as the amount of Agile Defense’s indebtedness and transaction expenses.
In addition to the base purchase price, the seller is entitled to receive contingent payments of up to $50 million if the acquired business achieves specific revenue milestones within twelve months of the closing date.
Maximus has agreed to hold $15 million of the purchase price in an escrow account and has secured a buyer’s representations and warranties insurance policy with a limit of $100 million. The acquisition is intended to bolster Maximus’s capabilities in the defense and national security sectors, specifically in cybersecurity, digital transformation, and artificial intelligence.
Separately, the company reported a preliminary debt-to-EBITDA ratio of 1.7x for the quarter ended September 30, 2026, without accounting for the acquisition. When accounting for the deal, the ratio is projected to be between 2.2x and 2.3x, which remains within the company’s target range of 2x to 3x.
