JACOBS SOLUTIONS INC. — Director's Dealing 2024

Sep 20, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: JACOBS SOLUTIONS INC. (J)
CIK: 0000052988
Period of Report: 2024-09-18

Reporting Person: Arnette Stephen A (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-09-18	Common Stock	M	422	—	Acquired	24307	Direct
2024-09-18	Common Stock	M	338	—	Acquired	24645	Direct
2024-09-18	Common Stock	M	1010	—	Acquired	25655	Direct
2024-09-18	Common Stock	M	807	—	Acquired	26462	Direct
2024-09-18	Common Stock	M	1400	—	Acquired	27862	Direct
2024-09-18	Common Stock	M	1748	—	Acquired	29610	Direct
2024-09-18	Common Stock	M	989	—	Acquired	30599	Direct
2024-09-18	Common Stock	M	1044	—	Acquired	31643	Direct
2024-09-18	Common Stock	F	1651	$145.54	Disposed	29992	Direct
2024-09-18	Common Stock	F	2908	$145.54	Disposed	27084	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-09-18	Performance Stock Units	$0.00	M	422	Disposed		Common Stock (422)	Direct
2024-09-18	Performance Stock Units	$0.00	M	338	Disposed		Common Stock (338)	Direct
2024-09-18	Performance Stock Units	$0.00	M	1010	Disposed		Common Stock (1010)	Direct
2024-09-18	Performance Stock Units	$0.00	M	807	Disposed		Common Stock (807)	Direct
2024-09-18	Performance Stock Units	$0.00	M	1400	Disposed		Common Stock (1400)	Direct
2024-09-18	Performance Stock Units	$0.00	M	1748	Disposed		Common Stock (1748)	Direct
2024-09-18	Performance Stock Units	$0.00	M	989	Disposed		Common Stock (989)	Direct
2024-09-18	Performance Stock Units	$0.00	M	1044	Disposed		Common Stock (1044)	Direct

Footnotes

F1: Represents distribution of Jacobs common stock upon vesting of performance stock units awarded on November 17, 2021 pursuant to the Jacobs Stock Incentive Plan.

F2: The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 63.2% of the number of performance stock units originally awarded on November 17, 2021, based on the Company's earnings per share ("EPS") growth over the three-year performance period, with such percentages determined in accordance with the Employee Matters Agreement (the "EMA"), dated November 20, 2023, entered into by and between the issuer, Amazon Holdco Inc., and Amentum Parent Holdings LLC ("Amentum") in connection with the spin-off distribution of the issuer's Critical Mission Solutions and Cyber & Intelligence government services businesses and the merger of these businesses with Amentum (the "Transaction"). Per the EMA, performance stock units scheduled to vest in November 2024 received service credit for the full performance period.

F3: The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 50.5% of the number of performance stock units originally awarded on November 17, 2021 based on the Company's average return on invested capital ("ROIC") over the three-year performance period, with such percentage determined in accordance with the EMA entered into by the issuer, Amazon Holdco Inc., and Amentum in connection with the Transaction. Per the EMA, performance stock units scheduled to vest in November 2024 received service credit for the full performance period.

F4: Represents distribution of Jacobs common stock upon vesting of performance stock units awarded on March 2, 2022 pursuant to the Jacobs Stock Incentive Plan.

F5: The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 63.2% of the number of performance stock units originally awarded on March 2, 2022, based on the Company's EPS growth over the three-year performance period, with such percentages determined in accordance with the EMA entered into by the issuer, Amazon Holdco Inc., and Amentum in connection with the Transaction. Per the EMA, performance stock units scheduled to vest in November 2024 received service credit for the full performance period.

F6: The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 50.5% of the number of performance stock units originally awarded on March 2, 2022 based on the Company's average ROIC over the three-year performance period, with such percentage determined in accordance with the EMA entered into by the issuer, Amazon Holdco Inc., and Amentum in connection with the Transaction. Per the EMA, performance stock units scheduled to vest in November 2024 received service credit for the full performance period.

F7: Represents distribution of Jacobs' common stock upon vesting of performance stock units awarded on November 16, 2022 pursuant to pursuant to the Jacobs Stock Incentive Plan.

F8: The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 72.9% of the number of performance stock units originally awarded on November 16, 2022, based on the Company's EPS growth over the three-year performance period, with such percentages determined in accordance with the EMA entered into by the issuer, Amazon Holdco Inc., and Amentum in connection with the Transaction. Per the EMA, performance stock units scheduled to vest in November 2025 received service credit for two-thirds of the performance period.

F9: The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 91.0% of the number of performance stock units originally awarded on November 16, 2022 based on the Company's average ROIC over the three-year performance period, with such percentage determined in accordance with the EMA entered into by the issuer, Amazon Holdco Inc., and Amentum in connection with the Transaction. Per the EMA, performance stock units scheduled to vest in November 2025 received service credit for two-thirds of the performance period.

F10: Represents distribution of Jacobs common stock upon vesting of performance stock units awarded on November 15, 2023 pursuant to the Jacobs Stock Incentive Plan.

F11: The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 90.3% of the number of performance stock units originally awarded on November 15, 2023, based on the Company's EPS growth over the three-year performance period, with such percentages determined in accordance with the EMA entered into by the issuer, Amazon Holdco Inc., and Amentum in connection with the Transaction. Per the EMA, performance stock units scheduled to vest in November 2026 received service credit for one-third of the performance period.

F12: The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 95.4% of the number of performance stock units originally awarded on November 15, 2023 based on the Company's average ROIC over the three-year performance period, with such percentage determined in accordance with the EMA entered into by the issuer, Amazon Holdco Inc., and Amentum in connection with the Transaction. Per the EMA, performance stock units scheduled to vest in November 2026 received service credit for one-third of the performance period.

F13: Represents number of shares of Jacobs common stock tendered for tax withholding upon vesting of restricted stock units pursuant to the pursuant to Jacobs Stock Incentive Plan.

F14: Represents number of shares of Jacobs common stock tendered for tax withholding on distribution of Jacobs common stock upon vesting of performance stock units.

F15: Each performance stock unit represented a contingent right to receive one share of Jacobs common stock.

F16: The performance stock units vested on September 18, 2024.