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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.
−Removed: 3.1 Composite Amended and Restated Certificate of Incorporation of Jacobs Solutions Inc.
−Removed: Filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form10-Q for the first quarter of fiscal 2024 and incorporated herein by reference.
−Removed: Certificate of Amendment to Jacobs Solutions Inc.'s Amended and Restated Certificate of Incorporation.
−Removed: Filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K on January 30, 2024 and incorporated herein by reference.
−Removed: Amended and Restated Bylaws of Jacobs Solutions Inc., dated as of July 6, 2023.
−Removed: 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* Second Amendment to Amended and Restated Term Loan Agreement, dated as of April 10, 2024, 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: 10.2* Fifth Amendment to Credit Agreement, dated as of April 10, 2024, 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.
+Added: 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.
+Added: Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K on November 21, 2023 and incorporated herein by reference.
+Added: 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.
+Added: Filed as Exhibit 2,5 to the Registrant’s fiscal 2024 Annual Report on Form 10-K and incorporated herein by reference.
+Added: Restated Certificate of Incorporation of Jacobs Solutions In c, Filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K on February 3, 2025 and incorporated herein by reference.
+Added: Amended and Restated Bylaws of Jacobs Solutions Inc., dated as of January 29 , 2025.
+Added: Filed as Exhibit 3.
+Added: 3 to the Registrant’s Current Report on Form 8-K on February 3 , 2025 and incorporated herein by reference.
+Added: 10.1#* Form of Restricted Stock Unit Agreement (Performance Shares – Earnings Per Share (ELT)) (awarded pursuant to Jacobs' Stock Incentive Plan).
+Added: Form of Restricted Stock Unit Agreement (Performance Shares – ROIC (ELT)) (awarded pursuant to Jacobs' Stock Incentive Plan).
+Added: 10.3#* Offer Letter by and between Jacobs Engineering Group Inc.
+Added: and Venkatesh Nathamuni, dated as of May 12 , 2024.
22.1 Subsidiary Issuers of Guaranteed Securities.
+Added: Filed as Exhibit 22.1 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2024 and incorporated herein by reference.
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 June 28, 2024, formatted in Inline XBRL:
+Added: 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 27, 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 June 28, 2024, (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 December 27, 2024, (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith
+Added: # Management contract or compensatory plan or arrangement
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
4 unchanged sentences
(Principal Financial Officer)
−Removed: August 6, 2024
+Added: February 4, 2025
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.