AECOM (NYSE: ACM) CFO discloses RSU vesting, new awards and tax withholding

Rhea-AI Filing Summary

AECOM chief financial officer Gaurav Kapoor reported multiple equity award transactions dated 12/15/2025. A prior grant of 9,562 restricted stock units from 12/15/2022 vested in full and converted into common shares. He also received an annual award of 15,109 new restricted stock units under the 2020 Stock Incentive Plan that vest on 12/15/2028, and 22,490 additional shares were credited under AECOM’s Performance Earnings Program.

To cover tax withholding obligations related to these vestings, 16,940 shares of common stock were withheld by the company at a price of $97.96 per share. Following these transactions, Kapoor beneficially owned 86,633 shares of AECOM common stock directly, plus 108.08 shares held indirectly through the AECOM Retirement & Savings Plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kapoor Gaurav

(Last) (First) (Middle)

C/O AECOM

13355 NOEL RD, SUITE 400

(Street)

DALLAS TX 75240

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AECOM [ ACM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF FINANCIAL OFFICER (PAO)

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/15/2025		M(1)		9,562	A	$0(1)	65,974	D
Common Stock(2)	12/15/2025		A		15,109	A	$0	81,083	D
Common Stock	12/15/2025		A(3)		22,490	A	$0	103,573	D
Common Stock	12/15/2025		F(4)		16,940	D	$97.96	86,633	D
Common Stock								108.08	I	by Merrill Lynch under AECOM Retirement & Savings Plan (RSP)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	12/15/2025		M			9,562	(1)	(1)	Common Stock	9,562	(1)	0	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive, upon vesting, one share of the Issuer's common stock. These restricted stock units were granted on December 15, 2022, and vested in full on December 15, 2025.

2. Represents annual grant of restricted stock units. Each restricted stock unit represents a contingent right to receive, upon vesting, one share of the Issuer's common stock in accordance with the Issuer's 2020 Stock Incentive Plan. The restricted stock units vest in full on December 15, 2028, subject to continued service through the vesting date.

3. Represents shares acquired pursuant to AECOM's Performance Earnings Program under the 2020 Stock Incentive Plan.

4. Represents shares of common stock withheld by the Issuer to satisfy certain tax withholding obligations in connection with the vesting of the restricted stock units and shares acquired under the Performance Earnings Program.

Remarks:

	Matt Benson, Attorney-in-Fact for Gaurav Kapoor	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider share transactions did AECOM (ACM) CFO Gaurav Kapoor report?

Gaurav Kapoor reported vesting of 9,562 restricted stock units, receipt of 15,109 new restricted stock units, 22,490 shares from the Performance Earnings Program, and 16,940 shares withheld to cover taxes, all dated 12/15/2025.

How many AECOM shares does CFO Gaurav Kapoor own after these transactions?

After the reported transactions, Gaurav Kapoor beneficially owned 86,633 AECOM common shares directly and 108.08 shares indirectly through the AECOM Retirement & Savings Plan.

What are the terms of Gaurav Kapoor’s new restricted stock unit grant at AECOM (ACM)?

The new annual grant consists of 15,109 restricted stock units under AECOM’s 2020 Stock Incentive Plan, which vest in full on 12/15/2028, subject to continued service through that date.

What does the 9,562 restricted stock unit vesting mean for AECOM’s CFO?

The 9,562 restricted stock units granted on 12/15/2022 vested in full on 12/15/2025, giving Gaurav Kapoor the right to receive one share of AECOM common stock for each vested unit.

Why were 16,940 AECOM shares removed from Gaurav Kapoor’s holdings?

The 16,940 shares of common stock were withheld by AECOM to satisfy tax withholding obligations arising from the vesting of restricted stock units and shares from the Performance Earnings Program, at a price of $97.96 per share.

What is AECOM’s Performance Earnings Program mentioned in the Form 4?

The filing notes that 22,490 shares were acquired pursuant to AECOM’s Performance Earnings Program under the 2020 Stock Incentive Plan, reflecting performance-based share awards.