What changed in this filing

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Item 9A. Controls and Procedures

2025-11-19 compared with 2024-11-19 · 87 added, 45 removed, 137 unchanged (49% of the section changed)

20 unchanged sentences

During the quarterly period ended September 30, 2025, no director or officer of the Company adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement as each term is defined in Item 408(a) of Regulation S-K, except as follows:

Name and Title

Date of Adoption of

Name and Title Date of Adoption of

Rule 10b5-1 Trading Plan

1 unchanged sentence

Date of Rule 10b5-1

Aggregate Number of

Trading Plan Aggregate Number of

Securities to Be

Purchased or Sold

Lara Poloni , President

9/11/2025 12/31/2025 Sale of (i) the number of shares of common stock resulting from the vesting of 10,040 restricted stock awards and accrued dividend equivalents and (ii) the number of shares of common stock resulting from the vesting of Performance Earning Program awards ( 15,060 shares of common stock at target performance) and accrued dividend equivalents

Chief Legal Officer

18 unchanged sentences

(b) Exhibits.

Incorporated by

Number Incorporated by

Reference (Exchange Act

Filings Located at File

Exhibit Description

0-52423) Filed

Exhibit Description Form Exhibit Filing Date

3.1 Amended and Restated Certificate of Incorporation of AECOM Technology Corporation.

10-K 3.1 11/21/2011

3.2 Certificate of Amendment to Amended and Restated Certificate of Incorporation of AECOM Technology Corporation.

S-4 3.2 8/1/2014

3.3 Certificate of Correction of Amended and Restated Certificate of Incorporation of AECOM Technology Corporation.

10-K 3.3 11/17/2014

3.4 Certificate of Amendment to the Company’s Certificate of Incorporation.

8-K 3.1 1/9/2015

3.5 Certificate of Amendment to the Company’s Certificate of Incorporation.

8-K 3.1 3/3/2017

3.6 Certificate of Amendment to the Company's Certificate of Incorporation

10-Q 3.6 5/06/2025

3.7 Third Amended and Restated Bylaws.

8-K 3.1 5/19/2023

4.1 Form of Common Stock Certificate.

Form 10 4.1 1/29/2007

4.2 Description of Registrant’s Securities.

Indenture, dated as of February 21, 2017, by and among AECOM, the Guarantors party thereto and U.S.

Bank, National Association, as trustee.

First Supplemental Indenture, dated as of March 13, 2018, by and among AECOM, the guarantors party thereto and U.S.

Bank National Association.

Second Supplemental Indenture, dated as of April 23, 2020, by and among AECOM, the guarantors party thereto and U.S.

Bank National Association.

10-K 4.2 11/19/2020

4.3 Indenture, dated as of July 22, 2025, by and among AECOM, the guarantors party thereto and U.S.

Bank Trust Company, National Association, as trustee, including the form of Note as Exhibit A

8-K 4.1 7/2/2025

4.4 Credit Agreement, dated as of October 17, 2014, among AECOM Technology Corporation and certain of its subsidiaries, as borrowers, certain lenders, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, MUFG Union Bank, N.A., BNP Paribas, JPMorgan Chase Bank, N.A., and the Bank of Nova Scotia, as Co-Syndication Agents, and BBVA Compass, Credit Agricole Corporate and Investment Bank, HSBC Bank USA, National Association, Sumitomo Mitsui Banking Corporation and Wells Fargo Bank, National Association, as Co-Documentation Agents.

Incorporated by

8-K 10.1 10/17/2014

Number Incorporated by

Reference (Exchange Act

Filings Located at File

Exhibit Description

0-52423) Filed

Exhibit Description Form Exhibit Filing Date

4.5 Amendment No.

1 to the Credit Agreement, dated as of July 1, 2015, by and among AECOM and certain of its subsidiaries, as borrowers, certain lenders, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.

8-K 10.1 7/7/2015

4.6 Amendment No.

2 to Credit Agreement, dated as of December 22, 2015, among the Company, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer.

8-K 10.1 12/22/2015

4.7 Amendment No.

1 unchanged sentence

1 to the Security Agreement, dated as of September 29, 2016, among the Company, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer.

8-K 10.1 9/30/2016

4.8 Amendment No.

4 to Credit Agreement dated as of March 31, 2017, among the Company, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer.

8-K 10.1 4/6/2017

4.9 Amendment No.

5 to Credit Agreement dated as of March 13, 2018, among AECOM, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and an L/C Issuer.

8-K 10.1 3/14/2018

4.10 Amendment No.

6 to Credit Agreement, dated as of November 12, 2018, among AECOM, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent, Swing Line Lender, and an L.C.

10-K 4.21 11/13/2018

4.11 Amendment No.

7 to Credit Agreement, dated as of January 28, 2020, by and among AECOM, each borrower and guarantor party thereto, the lenders party thereto, and Bank of America, N.A, as administrative agent.

8-K 10.1 2/3/2020

4.12 Amendment No.

8 to the Credit Agreement, dated as of May 1, 2020, by and among AECOM, each borrower and guarantor party thereto, the lenders party thereto, and Bank of America, N.A., as of administrative agent.

10-Q 10.3 5/6/2020

4.13 2021 Refinancing Amendment to Credit Agreement, dated as of February 8, 2021, by and among AECOM, each borrower and guarantor party thereto, the lenders party thereto, and Bank of America, N.A., as administrative Agent.

10-Q 10.2 2/10/2021

4.14 Amendment No.

10 to Credit Agreement, dated as of April 13, 2021, by and among AECOM, each borrower and guarantor party thereto, the lenders party thereto, and Bank of America, N.A., as administrative Agent.

8-K 10.1 4/13/2021

4.15 Amendment No.

11 to Credit Agreement, dated as of June 25, 2021, by and among AECOM, each borrower and guarantor party thereto, the lenders party thereto, and Bank of America, N.A., as administrative Agent.

8-K 10.1 6/25/2021

4.16 Amendment No.

12 to the Credit Agreement, dated as of May 23, 2023, by and among AECOM and Bank of America, N.A., as Administrative Agent.

Amendment No.

13 to Credit Agreement, dated as of May 23, 2023, by and among AECOM and the lenders party thereto, and Bank of America, N.A., as Administrative Agent.

Incorporated by

10-Q 10.1 8/9/2023

Number Incorporated by

Reference (Exchange Act

Filings Located at File

Exhibit Description

0-52423) Filed

Exhibit Description Form Exhibit Filing Date

4.17 Amendment No.

13 to Credit Agreement, dated as of May 23, 2023, by and among AECOM and the lenders party thereto, and Bank of America, N.A., as Administrative Agent.

10-Q 10.2 8/9/2023

4.18 Amendment No.

14 to Credit Agreement, dated as of April 19, 2024, by and among AECOM, the other Borrowers and Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and an L/C Issuer.

8-K 10.1 4/25/2024

4.19 Amendment No.

15 to Credit Agreement, dated as of October 29, 2024, by and among AECOM, certain of its subsidiaries as Guarantors, the Lenders party thereto, and Bank of America, N.A., as Administrative Agent.

4.21 11/19/2024

10.1# AECOM Technology Corporation Change in Control Severance Policy for Key Executives.

10-Q 10.1 2/7/2018

10.2# Amended and Restated 2006 Stock Incentive Plan.

Schedule 14A Annex B 1/21/2011

10.3# Form of Stock Option Standard Terms and Conditions under 2006 Stock Incentive Plan.

8-K 10.1 12/5/2008

10.4# AECOM Amended & Restated 2016 Stock Incentive Plan.

Schedule 14A Annex B 1/19/2017

10.5# Form Standard Terms and Conditions for Non-Qualified Stock Options under the 2016 Stock Incentive Plan.

AECOM Technology Corporation Executive Deferred Compensation Plan.

First Amendment to the AECOM Executive Deferred Compensation Plan.

Second Amendment to the AECOM Executive Deferred Compensation Plan

Third Amendment to the AECOM Executive Deferred Compensation Plan

10-Q 10.6 5/11/2016

10.6# Amended and Restated AECOM Executive Deferred Compensation Plan

10-Q 10.3 2/4/2025

10.7# AECOM Technology Corporation Executive Incentive Plan.

Schedule 14A Annex A 1/22/2010

10.8# Form of Special LTI Award Stock Option Terms and Conditions under the 2006 Stock Incentive Plan.

8-K 10.2 3/12/2014

10.9# AECOM Retirement & Savings Plan (amended and restated effective July 1, 2016).

10-Q 10.1 8/10/2016

10.10# AECOM Amended and Restated Employee Stock Purchase Plan.

Form Standard Terms and Conditions for Performance Earnings Program under the 2016 Stock Incentive Plan (Fiscal Year 2019).

Form Standard Terms and Conditions for Performance Earnings Program under the 2016 Stock Incentive Plan (Fiscal Year 2020).

DEF 14A Annex A 1/23/2019

10.11# AECOM 2020 Stock Incentive Plan.

DEF 14A Annex A 1/23/2020

10.12# Letter Agreement between AECOM and W.

Troy Rudd dated June 13, 2020.

Letter Agreement between AECOM and Lara Poloni dated June 13, 2020.

10-Q 10.1 8/5/2020

10.13# Senior Leadership Severance Plan.

Form Standard Terms and Conditions for Performance Earnings Program under the 2020 Stock Incentive Plan (Fiscal Year 2021).

Incorporated by

Reference (Exchange Act

Filings Located at File

Exhibit Description

10-Q 10.3 8/5/2020

10.14# Form Standard Terms and Conditions for Performance Earnings Program under the 2020 Stock Incentive Plan (Fiscal Year 2023).

10-Q 10.1 2/7/2023

10.15# Form Standard Terms and Conditions for Restricted Stock Units under the 2020 Stock Incentive Plan (Fiscal 2023)

10-Q 10.2 2/7/2023

10.16# Form Standard Terms and Conditions for Performance Earnings Program under the 2020 Stock Incentive Plan (Fiscal

10-Q 10.1 2/7/2024

10.17# Form Standard Terms and Conditions for Restricted Stock Units under the 2020 Stock Incentive Plan (Fiscal 2024)

10-Q 10.2 2/7/2024

Number Incorporated by

Reference (Exchange Act

Filings Located at File

0-52423) Filed

Exhibit Description Form Exhibit Filing Date

10.18# Employment Agreement, dated March 1, 2023, by and between AECOM and Lara Poloni.

10-Q 10.1 5/9/2023

10.19# Form Standard Terms and Conditions for Performance Earnings Program under the 2020 Stock Incentive Plan (Fiscal Year 2025).

10-Q 10.1 2/4/2025

10.20# Form Standard Terms and Conditions for Restricted Stock Units under the 2020 Stock Incentive Plan (Fiscal Year 2025).

10-Q 10.2 2/4/2025

19.1 Insider Trading Policy.

19.1 11/19/2024

21.1 Subsidiaries of AECOM.

4 unchanged sentences

97.1 AECOM Policy for Recovery of Erroneously Awarded Compensation.

97.1 11/19/2024

101 The following financial statements from the Company’s Annual Report on Form 10-K for the year ended September 30, 2025 were formatted in iXBRL (Inline eXtensible Business Reporting Language):

1 unchanged sentence

104 The cover page from the Company’s Annual Report on Form 10-K for the year ended September 30, 2025, formatted in Inline XBRL.

________________________________________________________________

# Management contract or compensatory plan or arrangement.

8 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the date indicated.

Chief Executive Officer

Signature Title Date

/s/ TROY RUDD Chairman and Chief Executive Officer

(Principal Executive Officer)

November 18, 2025

/s/ GAURAV KAPOOR

Gaurav Kapoor

Chief Financial Officer

/s/ GAURAV KAPOOR Chief Financial Officer

(Principal Financial Officer,

Principal Accounting Officer)

November 19, 2024

Principal Accounting Officer) November 18, 2025

Gaurav Kapoor

/s/ BRADLEY W.

November 19, 2024

/s/ KRISTY PIPES

November 19, 2024

BUSS Director November 18, 2025

KERR Director November 18, 2025

/s/ KRISTY PIPES Director November 18, 2025

/s/ DOUGLAS W.

Director (Chairman)

STOTLAR Director

November 18, 2025

/s/ DANIEL R.

November 19, 2024

/s/ SANDER VAN’T NOORDENDE

November 19, 2024

TISHMAN Director November 18, 2025

/s/ SANDER VAN’T NOORDENDE Director November 18, 2025

Sander van’t Noordende

WOLFENBARGER, USAF RET.

Director November 18, 2025

Wolfenbarger, USAF Ret.

November 19, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures