Stephen A. Arnette - Sep 18, 2024 Form 4 Insider Report for JACOBS SOLUTIONS INC. (J)

Signature
/s/ Justin Johnson, Attorney-in-Fact for Arnette Stephen A
Stock symbol
J
Transactions as of
Sep 18, 2024
Transactions value $
-$663,517
Form type
4
Date filed
9/20/2024, 05:16 PM
Previous filing
Mar 5, 2024
Next filing
Oct 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction J Common Stock Options Exercise +422 +1.77% 24.3K Sep 18, 2024 Direct F1, F2
transaction J Common Stock Options Exercise +338 +1.39% 24.6K Sep 18, 2024 Direct F1, F3
transaction J Common Stock Options Exercise +1.01K +4.1% 25.7K Sep 18, 2024 Direct F4, F5
transaction J Common Stock Options Exercise +807 +3.15% 26.5K Sep 18, 2024 Direct F4, F6
transaction J Common Stock Options Exercise +1.4K +5.29% 27.9K Sep 18, 2024 Direct F7, F8
transaction J Common Stock Options Exercise +1.75K +6.27% 29.6K Sep 18, 2024 Direct F7, F9
transaction J Common Stock Options Exercise +989 +3.34% 30.6K Sep 18, 2024 Direct F10, F11
transaction J Common Stock Options Exercise +1.04K +3.41% 31.6K Sep 18, 2024 Direct F10, F12
transaction J Common Stock Tax liability -$240K -1.65K -5.22% $145.54 30K Sep 18, 2024 Direct F13
transaction J Common Stock Tax liability -$423K -2.91K -9.7% $145.54 27.1K Sep 18, 2024 Direct F14

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 -422 -100% 0 Sep 18, 2024 Common Stock 422 $0.00 Direct F1, F2, F15, F16
transaction J Performance Stock Units Options Exercise -338 -100% 0 Sep 18, 2024 Common Stock 338 $0.00 Direct F1, F3, F15, F16
transaction J Performance Stock Units Options Exercise -1.01K -100% 0 Sep 18, 2024 Common Stock 1.01K $0.00 Direct F4, F5, F15, F16
transaction J Performance Stock Units Options Exercise -807 -100% 0 Sep 18, 2024 Common Stock 807 $0.00 Direct F4, F6, F15, F16
transaction J Performance Stock Units Options Exercise -1.4K -100% 0 Sep 18, 2024 Common Stock 1.4K $0.00 Direct F7, F8, F15, F16
transaction J Performance Stock Units Options Exercise -1.75K -100% 0 Sep 18, 2024 Common Stock 1.75K $0.00 Direct F7, F9, F15, F16
transaction J Performance Stock Units Options Exercise -989 -100% 0 Sep 18, 2024 Common Stock 989 $0.00 Direct F10, F11, F15, F16
transaction J Performance Stock Units Options Exercise -1.04K -100% 0 Sep 18, 2024 Common Stock 1.04K $0.00 Direct F10, F12, F15, F16
* 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 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.