Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of such date. Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting (as such term is defined in rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended October 3, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for assessing the effectiveness of internal control over financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:
• Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;
• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and
• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management, with the participation of its CEO and CFO, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal Control-Integrated Framework (2013 Framework), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, our management has concluded that Amentum Holdings Inc.’s internal control over financial reporting was effective as of October 3, 2025.
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The effectiveness of the Company’s internal control over financial reporting as of October 3, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is set forth below.
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of Amentum Holdings, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Amentum Holdings, Inc.’s internal control over financial reporting as of October 3, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Amentum Holdings, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of October 3, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of October 3, 2025 and September 27, 2024, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended October 3, 2025, and the related notes, and our report dated November 25, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Tysons, Virginia
November 25, 2025
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Item 9B. Other Information
During the three months ended October 3, 2025, neither the Company nor any director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
The Information required by Items 11, 12, 13 and 14 of Part III of Form 10-K has been omitted in reliance on General Instruction G(3) and is incorporated herein by reference to our proxy statement to be filed with the SEC pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, as set forth below.
Item 10. Directors, Executive Officers and Corporate Governance
Except for the specific disclosures below, the information required by this Item 10 is included in our Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed within 120 days after the end of the company’s fiscal year under the headings “Proposal 1 – Election of Directors”, and “Corporate Governance and General Information Concerning the Board of Directors and Committees” and is herein incorporated by reference. Our Insider Trading Policy is included within the “Corporate Governance and General Information Concerning the Board of Directors and Committees” section of the Proxy Statement for the 2026 Annual Meeting of Shareholders.
Code of Ethics
We have adopted a code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. That code, our Code of Ethics for Senior Financial Officers, is posted in the “Investor Relations – Governance – Governance Documents” section of our website at www.amentum.com and a printed copy of such code will be furnished free of charge to any shareholder who requests a copy.
We intend to disclose any amendment to the Code of Ethics for Senior Financial Officers that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K, and any waiver from a provision of the Code of Ethics for Senior Financial Officers granted to any director, principal executive officer, principal financial officer, principal accounting officer, or any other executive officer of the Company, in the “Investor Relations” section of our website at www.amentum.com within four business days following the date of such amendment or waiver. The information on our website is not incorporated by reference into and is not a part of this report.
Corporate Governance Guidelines
We have adopted a set of corporate governance guidelines in accordance with the requirements of Section 303A of the New York Stock Exchange Listed Company Manual. That code, our Corporate Governance Guidelines, is posted in the “Investor Relations – Governance – Governance Documents” section of our website at www.amentum.com and a printed copy will be furnished free of charge to any shareholder who requests a copy. The information on our website is not incorporated by reference into and is not a part of this report.
Item 11. Executive Compensation
The information required by this Item 11 will be incorporated herein by reference to the Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed within 120 days after the end of the company’s fiscal year.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this Item 12 will be incorporated herein by reference to the Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed within 120 days after the end of the company’s fiscal year.
Item 13. Certain Relationships and Related Transactions
The information required by this Item 13 will be incorporated herein by reference to the Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed within 120 days after the end of the company’s fiscal year.
Item 14. Principal Accountant Fees and Services
The information required by this Item 14 will be incorporated herein by reference to the Proxy Statement for the 2026 Annual Meeting of Shareholders to be filed within 120 days after the end of the company’s fiscal year.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
The following documents are filed as part of this Annual Report:
(1) Financial Statements
• Consolidated Balance Sheets
• Consolidated Statements of Operations
• Consolidated Statements of Comprehensive Income (Loss)
• Consolidated Statements of Shareholders' Equity
• Consolidated Statements of Cash Flows
• Notes to the Consolidated Financial Statements
(2) Financial Statement Schedules
• All schedules have been omitted because they are not applicable, not required or the information has been otherwise supplied in the consolidated financial statements or notes to consolidated financial statements.
(3) Exhibits : The exhibits, which are filed with this Annual Report on Form 10-K or which are incorporated herein are set forth in the Exhibit Index.
Filed
with this Form 10-K Incorporated by Reference
Exhibit No. Description Form Filing Date Exhibit No.
2.1
Agreement and Plan of Merger, dated November 20, 2023, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP.
10 September 13, 2024 2.1
2.2
Amendment to Agreement and Plan of Merger, dated August 26, 2024, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP.
10 September 13, 2024 2.2
2.3
Separation and Distribution Agreement, dated November 20, 2023, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP.
10 September 13, 2024 2.3
3.1
Certificate of Incorporation of Amentum Holdings, Inc., as amended to date.
8-K October 3, 2024 3.1
3.2
By-laws of Amentum Holdings, Inc., as amended to date
8-K October 3, 2024 3.2
4.1
Indenture, dated as of August 13, 2024, between Amentum Escrow Corporation and U.S. Bank Trust Company, National Association, as trustee.
8-K/A October 3, 2024 4.1
4.2
Form of 7.250% Senior Note due 2032 (included in Exhibit 4.1).
8-K/A October 3, 2024 4.2
4.3
First Supplemental Indenture, dated as of September 27, 2024, between the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee.
8-K/A October 3, 2024 4.3
4.4
Second Supplemental Indenture, dated as of September 27, 2024, between Amazon Holdco Inc. and U.S. Bank Trust Company, National Association, as trustee.
8-K/A October 3, 2024 4.4
4.5
Third Supplemental Indenture, dated as of December 10, 2024, between Amazon Holdco Inc. and U.S. Bank Trust Company, National Association, as trustee.
10-Q February 5, 2025 4.1
4. 6
Description of the Company’s Securities Registered Pursuant to Section 12 of the Exchange Act of 1934.
10-K December 17, 2024 4.5
10.1
Credit Agreement, dated as of September 27, 2024, by and among Amentum Holdings, Inc. (as successor in interest to Amentum Parent Holdings LLC), the borrowing subsidiaries from time to time party thereto, the lenders from time to time party hereto and JPMorgan Chase Bank, N.A., as administrative agent.
8-K/A October 3, 2024 10.1
10.2
Transition Services Agreement by and between Jacobs Solutions Inc. and Amazon Holdco Inc.
8-K October 3, 2024 10.2
10.3
Project Services Agreement by and between Jacobs Solutions Inc. and Amazon Holdco Inc.
8-K October 3, 2024 10.3
10.4
Tax Matters Agreement by and between Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parents Holdings LLC and Amentum Joint Venture LP.
8-K October 3, 2024 10.4
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10.5
Registration Rights Agreement by and between Amazon Holdco Inc. and Jacobs Solutions Inc.
8-K October 3, 2024 10.5
10.6
Stockholders Agreement by and between Amazon Holdco Inc. and Amentum Joint Venture LP.
8-K October 3, 2024 10.6
10.7
Form of Indemnification Agreement
8-K October 3, 2024 10.7
10.8
Amentum Holdings, Inc. 2024 Stock Incentive Plan *
8-K October 3, 2024 10.8
10.9
Amentum Holdings, Inc. Employee Stock Purchase Plan *
8-K October 3, 2024 10.9
10.10
Jacobs Technology Inc. Executive Deferral Plan *
8-K October 3, 2024 10.10
10.11
Amentum Holdings, Inc. Severance Plan for Key Employees *
8-K November 13, 2024 10.1
10.12
Form of Restricted Stock Unit Award Agreement for grants under the Amentum Holdings, Inc. 2024 Stock Incentive Plan *
8-K November 13, 2024 10.2
10.13
Form of Non-Employee Director Restricted Stock Unit Award Agreement for grants under the Amentum Holdings, Inc. 2024 Stock Incentive Plan *
8-K November 13, 2024 10.3
10.14
Form of Performance Share Unit Award Agreement for grants under the Amentum Holdings, Inc. 2024 Stock Incentive Plan *
8-K November 13, 2024 10.4
10.15
Form of Option Award Agreement for grants under the Amentum Holdings, Inc. 2024 Stock Incentive Plan *
8-K January 30, 2025 10.1
10.1 6
Employment Agreement by and between Steven J. Demetriou and Amentum Holdings, Inc. *
8-K November 13, 2024 10.5
10. 17
Employment Agreement by and between John E. Heller and Amentum Holdings, Inc. *
8-K November 13, 2024 10.6
10. 18
Employment Agreement by and between Travis B. Johnson and Amentum Holdings, Inc. *
8-K November 13, 2024 10.7
10. 19
Employment Agreement by and between Stephen Arnette and Amentum Holdings, Inc. *
8-K November 13, 2024 10.8
10. 20
Employee Matters Agreement, dated November 20, 2023, by and among Jacobs Solutions Inc., Amazon Holdco Inc. and Amentum Parent Holdings LLC.
10 September 13, 2024 10.1
19.1
Amentum Holdings, Inc. Insider Trading Policy
10-K December 17, 2024 19.1
21.1
Subsidiaries of the Registrant.
X
23.1
Consent of Independent Registered Public Accounting Firm (Ernst & Young LLP).
X
31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities and Exchange Commission.
X
31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities and Exchange Commission.
X
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.
X
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
X
97.1
Policy Relating to Recovery of Erroneously Awarded Compensation
10-K December 17, 2024 97.1
101.INS XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)
* Denotes a management contract, compensatory plan, or arrangement
Item 16. Form 10-K Summary
None .
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
AMENTUM HOLDINGS, INC.
Registrant
Date: November 25, 2025 By: /s/ John E. Heller
John E. Heller
Chief Executive Officer
(Principal Executive Officer)
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 and in the capacities and on the dates indicated.
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Signatures Title Date
/s/ John E. Heller Chief Executive Officer and Director
(Principal Executive Officer) November 25, 2025
John E. Heller
/s/ Travis B. Johnson Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer) November 25, 2025
Travis B. Johnson
/s/ Steven J. Demetriou Executive Chairman of the Board of Directors November 25, 2025
Steven J. Demetriou
/s/ Benjamin Dickson Lead Independent Director November 25, 2025
Benjamin Dickson
/s/ General Vincent K. Brooks Director November 25, 2025
General Vincent K. Brooks
/s/ General Ralph E. Eberhart Director November 25, 2025
General Ralph E. Eberhart
/s/ Alan E. Goldberg Director November 25, 2025
Alan E. Goldberg
/s/ Leslie Ireland Director November 25, 2025
Leslie Ireland
/s/ Barbara L. Loughran Director November 25, 2025
Barbara L. Loughran
/s/ Sandra E. Rowland Director November 25, 2025
Sandra E. Rowland
/s/ Christopher M.T. Thompson Director November 25, 2025
Christopher M.T. Thompson
/s/ Russell Triedman Director November 25, 2025
Russell Triedman
/s/ John Vollmer Director November 25, 2025
John Vollmer
/s/ Connor Wentzell Director November 25, 2025
Connor Wentzell
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