Other Information.
−Removed: On November 28, 2023 , Steven J.
−Removed: Demetriou , our Executive Chair , adopted a Rule 10b5-1 trading arrangement, as defined in Item 408(a) of Regulation S-K, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
−Removed: The arrangement provided for the sale of an aggregate of up to 42,000 shares of the Company’s common stock, subject to certain conditions.
−Removed: The arrangement will terminate on August 2, 2024.
−Removed: On December 8, 2023 , Patrick X.
−Removed: Hill , Executive Vice President and President, Global Operations , adopted a Rule 10b5-1 trading arrangement, as defined in Item 408(a) of Regulation S-K, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
−Removed: The arrangement provided for the sale of up to an aggregate of 5,486 shares of the Company’s common stock, subject to certain conditions.
−Removed: The arrangement will terminate on June 7, 2024.
−Removed: 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.
−Removed: Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K on November 21, 2023 and incorporated herein by reference.
−Removed: 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.
−Removed: Filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K on November 21, 2023 and incorporated herein by reference.
+Added: During the period covered by this Quarterly Report on Form 10-Q, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.
3.1 Composite Amended and Restated Certificate of Incorporation of Jacobs Solutions Inc.
−Removed: Certificate of Amendment to Jacobs Soluti on s Inc.'s Am ended and R estated Certificate of Inco rporation .
+Added: Filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the first quarter of fiscal 2024 and incorporated herein by reference.
+Added: Certificate of Amendment to Jacobs Solutions Inc.'s Amended and Restated Certificate of Incorporation.
Filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K on January 30, 2024 and incorporated herein by reference.
1 unchanged sentence
Filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K/A on July 11, 2023 and incorporated herein by reference.
−Removed: 10.1* First Amendment to Third Amended and Restated Credit Agreement, dated as of December 20, 2023, by and among Jacobs Solutions Inc., Jacobs Engineering Group Inc., certain of its subsidiaries party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent to the Third Amended and Restated Credit Agreement, dated as of February 6, 2023, by and among Jacobs Solutions Inc., Jacobs Engineering Group Inc., certain of its subsidiaries party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent.
−Removed: 10.2* First Amendment to Amended and Restated Term Loan Agreement, dated as of December 20, 2023, among Jacobs Solutions Inc., Jacobs Engineering Group Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent, to the Amended and Restated Term Loan Agreement, dated as of February 6, 2023, among Jacobs Solutions Inc., Jacobs Engineering Group Inc., the lenders party thereto, and Bank of America, N.A., as administrative agent.
−Removed: 10.3* Fourth Amendment to Credit Agreement, dated as of December 20, 2023, by and among Jacobs Solutions Inc., Jacobs Engineering Group Inc., Jacobs U.K.
−Removed: Limited, the lenders party thereto, and Bank of America, N.A., as administrative agent, to the Credit Agreement, dated as of March 25, 2020, by and among Jacobs Engineering Group Inc.
−Removed: and Jacobs U.K.
−Removed: Limited, as borrowers, the lenders party thereto, and Bank of America, N.A.
−Removed: as administrative agent.
−Removed: Form of Restricted Stock Unit Agreement (Time-Based Vesting ( ELT ) ) (awarded pursuant to Jacobs' Stock Incentive Plan).
−Removed: Form of Restricted Stock Unit Agreement (Time-Based Vesting) (awarded pursuant to Jacobs' Stock Incentive Plan).
−Removed: Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share ( ELT) ) (awarded pursuant to Jacobs' Stock Incentive Plan).
−Removed: F orm of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share) (awarded pursuant to Jacobs' Stock Incentive Plan).
−Removed: Form of Restricted Stock Unit Agreement (Performance Shares – ROIC ( ELT) ) (awarded pursuant to Jacobs' Stock Incentive Plan).
−Removed: Form of Restricted Stock Unit Agreement (Performance Shares – ROIC) (awarded pursuant to Jacobs' Stock Incentive Plan).
−Removed: Employee Matters Agreement, November 20, 2023, by and among Jacobs Solutions Inc., Amazon Holdco Inc.
−Removed: and Amentum Parent Holdings LLC.
−Removed: Filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K on November 21, 2023 and incorporated herein by reference.
+Added: Jacobs Solutions Inc.
+Added: Executive Severance Plan, as amended and restated effective January 24, 2024.
+Added: Subsidiary Issuers of Guaranteed Securities.
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
−Removed: 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 29, 2023, formatted in Inline XBRL:
+Added: 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2024, formatted in Inline XBRL:
(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
−Removed: 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter end ed December 29, 2023, (formatted as Inline XBRL and contained in Exhibit 101).
+Added: 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter end ed March 29, 2024, (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith
2 unchanged sentences
JACOBS SOLUTIONS INC.
−Removed: /s/ Claudia Jaramillo
−Removed: Claudia Jaramillo
−Removed: Executive Vice President
Chief Financial Officer
(Principal Financial Officer)
−Removed: February 6, 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.