UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2014 (November 4, 2014)

Booz Allen Hamilton Holding Corporation

(Exact name of Registrant as specified in its charter)

Registrant’s telephone number, including area code: (703) 902-5000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

Item 8.01 Other Events

On November 4, 2014, Booz Allen Hamilton Holding Corporation (the “Company”) entered into an agreement with Explorer Coinvest LLC, an affiliate of The Carlyle Group (the “Selling Stockholder”), to repurchase 1,000,000 shares of the Company’s Class A common stock, par value $0.01 per share (the “Common Stock”), from the Selling Stockholder at a price per share equal to the price per share to be paid by the Underwriters (as defined below) to the Selling Stockholder in the Offering (as defined and described below) (the “Stock Repurchase Agreement”). The repurchase of shares of the Company’s Common Stock pursuant to the Stock Repurchase Agreement closed concurrently with the Offering.

On November 5, 2014, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with the Selling Stockholder and J.P. Morgan Securities LLC (the “Underwriter”), pursuant to which the Selling Stockholder agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholder, subject to and upon the terms and conditions set forth therein, 10,000,000 shares of the Company’s Common Stock at a price of $25.10 per share (the “Offering”).

A copy of the Stock Repurchase Agreement and the Underwriting Agreement have been attached hereto as Exhibits 99.1 and 1.1, respectively, and are incorporated herein by reference. The foregoing descriptions of the Stock Repurchase Agreement and the Underwriting Agreement do not purport to be complete and are qualified in their entirety by reference to such exhibits. The exhibits attached to this Current Report on Form 8-K shall be incorporated by reference in the Company’s Registration Statement on Form S-3 (File No. 333-190925), as amended.

Item 9.01 Financial Statements and Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 12, 2014

INDEX TO EXHIBITS