Steven J. Demetriou - Sep 18, 2024 Form 4 Insider Report for JACOBS SOLUTIONS INC. (J)

Signature
/s/ Justin Johnson, Attorney-in-Fact for Steven J. Demetriou
Stock symbol
J
Transactions as of
Sep 18, 2024
Transactions value $
-$3,996,383
Form type
4
Date filed
9/20/2024, 05:13 PM
Previous filing
Sep 12, 2024
Next filing
Sep 27, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction J Common Stock Options Exercise +15.6K +2.97% 543K Sep 18, 2024 Direct F1, F2
transaction J Common Stock Options Exercise +12.5K +2.3% 555K Sep 18, 2024 Direct F1, F3
transaction J Common Stock Tax liability -$2.53M -17.4K -3.14% $145.54 538K Sep 18, 2024 Direct F4
transaction J Common Stock Tax liability -$1.46M -10.1K -1.87% $145.54 528K Sep 18, 2024 Direct F5
holding J Common Stock 23.6K Sep 18, 2024 By Spouse

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction J Performance Stock Units Options Exercise -15.6K -100% 0 Sep 18, 2024 Common Stock 15.6K $0.00 Direct F1, F2, F6, F7
transaction J Performance Stock Units Options Exercise -12.5K -100% 0 Sep 18, 2024 Common Stock 12.5K $0.00 Direct F1, F3, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 number of shares of Jacobs common stock tendered for tax withholding upon vesting of restricted stock units pursuant to the Jacobs Stock Incentive Plan.
F5 Represents number of shares of Jacobs common stock tendered for tax withholding on distribution of Jacobs common stock upon vesting of performance stock units.
F6 Each performance stock unit represented a contingent right to receive one share of Jacobs common stock.
F7 The performance stock units vested on September 18, 2024.