Maximus to Buy Agile Defense for $660M, Expanding AI and Cybersecurity Reach

Key Points

• Maximus agreed to acquire Agile Defense for $660 million, plus a potential earn-out of up to $50 million, to expand its defense, national-security, AI, cybersecurity and cloud-modernization capabilities. The deal is expected to close in the first fiscal quarter of 2027, pending approvals.
• Agile Defense is expected to contribute approximately $450 million in 2027 revenue, with a 12%–15% adjusted EBITDA margin, and the acquisition is expected to immediately increase adjusted diluted EPS while remaining roughly neutral to fiscal 2027 GAAP EPS.
• The transaction will add more than 1,100 cleared professionals and broad federal customer relationships, but will raise Maximus’ pro forma net leverage to roughly 2.2–2.3 times EBITDA; management expects leverage to fall below two times by the end of fiscal 2027 absent further acquisitions or buybacks.

Maximus NYSE: MMS said it has agreed to acquire privately held Agile Defense for $660 million, with a potential future earn-out of up to $50 million, as the government-services company seeks to expand its presence in defense, national security and technology-intensive federal missions.

The transaction is expected to close during Maximus’ first fiscal quarter of 2027, subject to customary closing conditions and regulatory approvals. The company plans to fund the acquisition with cash on hand, revolver borrowings and an expansion of its existing Term Loan A facility.

Bruce Caswell, Maximus’ president and chief executive officer, said Agile Defense would accelerate the company’s access to defense and national-security markets while adding capabilities in mission-focused data analytics, artificial intelligence, cybersecurity and cloud modernization.

“We view the acceleration of our presence within defense and national security as a strategic imperative,” Caswell said, citing the company’s existing work with customers including the Air Force Joint Cyber Command and Control program and the Transportation Security Administration.

Defense technology and cleared workforce

Agile Defense serves customers including the Defense Information Systems Agency, the Chief Digital and Artificial Intelligence Office, the U.S. Army, U.S. Cyber Command and U.S. Citizenship and Immigration Services. The business will bring more than 1,100 cleared professionals to Maximus, along with customer relationships, contract vehicles and technical qualifications, Caswell said.

Maximus said it sees its addressable services market within the Department of War reaching $58 billion by 2029. Technology services, including IT and digital modernization, software and analytics, represent $21 billion of that market, according to the company.

Caswell also highlighted Agile Labs, Agile Defense’s innovation organization, which provides applied research and development capabilities, specialized technical talent and expertise in emerging technologies. He said the unit’s forward-deployed engineers and trainers help customers integrate AI into mission workflows and shorten the time between data integration and AI-enabled decision-making.

Agile Defense was awarded a $100 million other transaction agreement during the summer to support NORAD and U.S. Northern Command in adopting and deploying AI in mission environments, Caswell said. The company also participates in multiple programs supporting AI adoption, data readiness and operational deployment at the Chief Digital and Artificial Intelligence Office.

More than half of Agile Defense’s revenue comes from fixed-price contract arrangements, while 6% comes from cost-plus work, according to Maximus. Caswell said Agile has demonstrated success in both traditional procurement models and nontraditional structures such as other transaction agreements, or OTAs.

Financial outlook and valuation

David Mutryn, Maximus’ chief financial officer, said the purchase price represents an implied transaction multiple of about 11 times Agile Defense’s expected adjusted EBITDA for calendar 2027. The effective multiple remains about 11 times when accounting for the net present value of anticipated tax-basis step-up benefits and the potential earn-out, he said.

Agile Defense is expected to generate roughly $450 million in calendar 2027 revenue, with an adjusted EBITDA margin in Maximus’ target range of 12% to 15%. Maximus expects the acquisition to be immediately accretive to adjusted diluted earnings per share after closing and approximately neutral to fiscal 2027 GAAP earnings per share.

For the nine months ended Sept. 30, 2026, Agile Defense posted a 3.1-times book-to-bill ratio, which supports Maximus’ expectation for double-digit organic growth at the acquired business in 2027, Mutryn said. He noted that Agile Defense combined with IntelliBridge in January 2025 and that historical growth included an acquisition component.

• Agile Defense’s largest contract contributes slightly more than $50 million in annual revenue.
• The top 10 contracts account for just under half of Agile Defense’s revenue.
• Maximus described contract concentration as low and cited diversification across the Department of War and Department of Homeland Security.

Maximus estimated that its net debt-to-consolidated EBITDA ratio would be between 2.2 and 2.3 times on a pro forma basis after the deal, compared with a preliminary 1.7 times before accounting for the acquisition. Mutryn said the company expects leverage to decline during the remainder of fiscal 2027 and, absent additional acquisitions or repurchases, expects to finish the year below two times net debt to EBITDA.

The company also said it anticipates deploying $200 million for share repurchases during the remainder of fiscal 2027, subject to market conditions and its capital-allocation criteria.

Potential revenue opportunities

Management said the acquisition’s primary objective is growth rather than quantified cost synergies. Caswell said the combination could create opportunities that neither company could pursue as effectively independently, including through Maximus contract vehicles such as Navy Cyber MAC and NASA SEWP, as well as potential FEDSIM opportunities.

He said the companies have complementary customer footprints: Maximus has established operations at the Transportation Security Administration and in the Air Force, while Agile Defense has a presence in areas including the Defense Information Systems Agency, the Army, the Chief Digital and Artificial Intelligence Office and U.S. Citizenship and Immigration Services.

Mutryn said Maximus also intends to explore opportunities to apply Agile Defense’s technology capabilities across Maximus’ longstanding civilian customer base.

About Maximus (NYSE:MMS)

Maximus, Inc NYSE: MMS is a government services company that helps public-sector agencies administer health and human services, employment and workforce programs, and other citizen-focused operations. Its work includes eligibility and enrollment support, customer contact centers, case management, program administration, and technology-enabled services.

The company also provides services to government agencies involved in federal programs, including health care administration, workforce development, child support, and other public assistance initiatives.

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