Maximus seeks greater technical depth in $660M Agile Defense acquisition

Maximus is looking at its $660 million cash agreement to acquire Agile Defense as a way of positioning the buyer in more programs that require technical staff to work side-by-side with operators.

As they announced Monday, Agile Defense is bringing 1,800 employees to Maximus with 1,100 of them holding security clearances.

Maximus sees this move as one that will bolster offerings in areas like data analytics, artificial intelligence, cybersecurity and cloud computing modernization for agencies in the defense, intelligence, homeland security and law enforcement communities.

During a conference call with investors Tuesday, Maximus’ chief executive Bruce Caswell referenced two pieces of Agile’s portfolio that stood out when the company looked at the business. Note that Maximus is in the midst of a long-term push to expand its defense portfolio.

Back in the summer, Agile booked a $100 million Other Transaction Authority contract to work with operational users at U.S. Northern Command and the North American Aerospace Defense Command on artificial intelligence adoption and deployment efforts.

“It means that Agile is not just simply building technology and handing it over. They embed… force-deployed engineers and trainers directly alongside users that help integrate AI into day-to-day mission workflows,” Caswell told analysts on the call.

A second example Caswell offered involves Agile’s work with the Pentagon’s Chief Digital and Artificial Intelligence Office, or CDAO, which functions as the Defense Department’s official hub for integrating digital solutions like AI across the entire force.

“The CDAO has really become the focal point for many of the Department of War’s most important AI initiatives and Agile is participating across multiple programs that support AI adoption, data readiness, and operational deployment,” Caswell said. “What excites us most about Agile is that they appear to be moving beyond being viewed as a traditional government services provider.”

Agile expects to post $450 million in revenue for this calendar year with roughly half of that coming from fixed-price contracts and only 6% from cost-plus programs. Agile pegs its expected profit margin for the year at between 12% and 15% adjusted EBITDA (earnings before interest, taxes, depreciation and amortization).

Caswell described that profile as reflecting Agile’s mix of traditional and non-traditional contract structures for technology-intensive programs, including those for rapid delivery in the field.

While much of Agile’s work is concentrated in defense, Maximus also sees opportunities in this acquisition to further expand upon its historical civilian core.

Caswell said Agile’s civilian customer base includes the Homeland Security Department and component agencies like U.S. Citizenship and Immigration Services. Maximus already has an established presence at the Transportation Security Agency.

Maximus also has won some OTA contracts that Caswell described as “small” and has gradually built out a non-traditional sales motion. Caswell cited Maximus’ experience in hosting hackathons for the National Defense Industrial Association and the Modern Day Marine exposition as examples.

“But Agile is really further down that road in terms of that established capability to move quickly from concept and idea, to delivered code and working solution and prototype to actually build it out into production environment,” Caswell said.

All parties involved expect to close the transaction during this calendar quarter, which is also the first quarter of Maximus’ 2027 fiscal year.

This agreement also represents an exit for Enlightenment Capital, the private investment firm that acquired Agile in 2022 and combined it with fellow portfolio company IntelliBridge in early 2025.

The agreement also includes a potential $50 million earnout that Maximus would pay to Enlightenment Capital if the Agile Defense business hits certain performance milestones.

Holland & Knight was legal counsel, and Ernst & Young acted as accounting and due diligence adviser to Maximus. Piper Sandler was financial adviser, Moore & VanAllen was legal counsel, and RSM US was accounting adviser to Agile Defense.