Jacobs (J) raises $1.3B in notes as PA Consulting holders back takeover

Rhea-AI Filing Summary

Jacobs Solutions Inc. entered into an underwriting agreement to issue $800 million of 4.750% Senior Notes due 2031 and $500 million of 5.375% Senior Notes due 2036, guaranteed by its subsidiary. The company expects net proceeds of about $1,286 million and plans to use them primarily to fund the cash portion of its PA Consulting acquisition and to repay borrowings under its revolving credit and term loan facilities.

The notes offering, made off an existing automatic shelf registration, is expected to close on March 3, 2026, subject to customary conditions. Separately, PA Consulting shareholders strongly backed the acquisition scheme, with more than 97% of voting shareholders, representing over 99% of share value, voting in favor. Remaining conditions include court sanction of the scheme and approval by the UK Secretary of State under the UK National Security and Investment Act 2021.

Positive

• Strong investor demand for long-term debt: Jacobs agreed to sell $800 million of 4.750% Senior Notes due 2031 and $500 million of 5.375% Senior Notes due 2036, with expected net proceeds of about $1,286 million to support acquisition funding and balance sheet management.
• Overwhelming PA Consulting shareholder support: More than 97% of voting shareholders, representing over 99% of share value, approved the scheme of arrangement, materially advancing Jacobs’ plan to acquire the remaining share capital of PA Consulting.

Negative

• Higher leverage from large notes issuance: Funding the PA Consulting acquisition and repaying credit facilities with approximately $1,286 million of new long-term notes increases Jacobs’ debt load and interest obligations, which could affect financial flexibility depending on future cash generation.
• Regulatory and court approval risk: Completion of the PA Consulting acquisition still depends on High Court sanction of the scheme and approval by the UK Secretary of State under the UK National Security and Investment Act 2021, so closing and integration remain subject to external decisions.

Insights

Debt and M&A analyst

Jacobs lines up $1.3B in notes and clears key PA vote.

Jacobs Solutions is issuing $800 million of 4.750% notes due 2031 and $500 million of 5.375% notes due 2036, with expected net proceeds of about $1,286 million. The notes are fully and unconditionally guaranteed by its main operating subsidiary, which can support marketability and pricing.

The company plans to use proceeds chiefly to fund the PA Consulting acquisition’s cash consideration and to repay amounts under its revolving credit and term loan facilities. This shifts part of the acquisition financing toward long-dated fixed-rate debt, while temporarily reducing drawings on shorter-term bank facilities.

On the strategic side, PA Consulting shareholders overwhelmingly approved the UK scheme of arrangement, with more than 97% of voting shareholders and over 99% of value supporting the deal. Closing still depends on High Court sanction and UK Secretary of State approval under the National Security and Investment Act 2021, so regulatory and execution steps remain before the acquisition and related financing structure are fully in place.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 2026

Jacobs Solutions Inc.

(Exact name of registrant as specified in its charter)

Delaware		1-7463		88-1121891
(State or other jurisdiction of incorporation or organization)		(SEC File No.)		(I.R.S. Employer Identification No.)

1999 Bryan Street, Suite 3500 Dallas, Texas		75201
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number (including area code): (214) 583-8500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock $1 par value		J		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

Underwriting Agreement

On February 24, 2026, Jacobs Solutions Inc. (the “Company”), Jacobs Engineering Group Inc., a wholly-owned subsidiary of the Company (the “Guarantor”), and BofA Securities, Inc., BNP Paribas Securities Corp. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, entered into an underwriting agreement (“Underwriting Agreement”) pursuant to which the Company agreed to issue and sell $800,000,000 aggregate principal amount of 4.750% Senior Notes due 2031 (the “2031 Notes”) and $500,000,000 aggregate principal amount of 5.375% Senior Notes due 2036 (the “2036 Notes” and, together with the 2031 Notes, the “Notes”) in an underwritten public offering and the full and unconditional guarantee (the “Guarantees”) of the Notes by the Guarantor (the “Offering”).

The Company expects to receive net proceeds from the sale of the Notes and the Guarantees of approximately $1,286 million, after deducting the underwriting discount and estimated expenses payable by the Company. The Company intends to use the net proceeds from the Offering to finance the cash consideration of the Acquisition (as defined below), together with cash on hand if needed based on the final adjusted purchase price of the Acquisition. Pending completion of the Acquisition, the Company intends to use the net proceeds from the Offering to repay amounts outstanding under its revolving credit facility and term loan facility, and upon consummation of the Acquisition, finance the cash consideration of the Acquisition with additional term loan borrowings, with any remaining proceeds to be used for general corporate purposes. Completion of the Offering is not conditioned upon consummation of the Acquisition. If the Acquisition is not consummated for any reason, the Company intends to use the net proceeds from the Offering to repay amounts outstanding under its revolving credit facility and term loan facility, with any remaining proceeds to be used for general corporate purposes.

The Offering was made pursuant to a prospectus supplement, dated February 24, 2026, to the prospectus dated February 2, 2026, that forms a part of the Company and the Guarantor’s automatic shelf registration statement on Form S-3ASR (File Nos. 333-293127 and 333-293127-01) previously filed with the Securities and Exchange Commission. The Offering is expected to close on March 3, 2026, subject to satisfaction of customary closing conditions.

The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is incorporated by reference herein.

PA Consulting Shareholder Vote

As previously disclosed, on January 2, 2026, the Company entered into an Implementation Deed with Jacobs UK Holdings Limited, a company incorporated in England and Wales and a subsidiary of the Company (the “Purchaser”), PA Consulting Group Limited, a company incorporated in England and Wales (“PA Consulting”), and certain other parties. Pursuant to the Implementation Deed and certain related agreements, and subject to the terms and conditions thereof, the Purchaser agreed to acquire from shareholders of PA Consulting other than the Company and its affiliates (the “PA Shareholders”) all of the remaining issued share capital of PA Consulting owned by the PA Shareholders (the “Acquisition”). The Acquisition is primarily being implemented by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 (the “Scheme”), which is subject to the satisfaction or waiver of certain closing conditions, including the approval of the Scheme by a majority in number, representing at least 75 percent in value, of the PA Shareholders actually voting.

On February 26, 2026, PA Consulting held a shareholder meeting in connection with the Scheme, at which more than 97% of voting shareholders—representing over 99% of share value—voted in support of the Acquisition.

To complete the Acquisition, remaining conditions include (among other matters) (i) the sanction of the High Court of Justice in England and Wales and (ii) the approval of the UK Secretary of State exercising authority under the UK National Security and Investment Act 2021.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include, without limitation, statements regarding the expected timing and completion of the Acquisition and the satisfaction of remaining conditions to closing, including statements regarding (i) the sanction of the High Court of Justice in England and Wales and (ii) the approval of the UK Secretary of State exercising authority under the UK National Security and Investment Act 2021. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Risks and uncertainties include, among other things, the possibility that conditions to the Acquisition may not be satisfied or waived on the expected timeline or at all; that required governmental or regulatory approvals may not be obtained, or may be obtained subject to conditions; that the Court may not sanction the Scheme; and other risks described in the Company’s Annual Report on Form 10-K for the fiscal year ended September 26, 2025, Quarterly Report on Form 10-Q for the quarterly period ended December 26, 2025 and in the Company’s subsequent filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, except as required by law.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement, dated as of February 24, 2026, among the Company, the Guarantor and BofA Securities, Inc., BNP Paribas Securities Corp. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 hereunto duly authorized.

						Jacobs Solutions Inc.
Dated: February 26, 2026
				By:		/s/ Venk Nathamuni
						Venk Nathamuni
						Chief Financial Officer (Principal Financial Officer)

FAQ

What new debt did Jacobs Solutions Inc. (J) agree to issue?

Jacobs agreed to issue $800 million of 4.750% Senior Notes due 2031 and $500 million of 5.375% Senior Notes due 2036. These notes, fully guaranteed by a subsidiary, were sold in an underwritten public offering under an existing automatic shelf registration.

How much in net proceeds will Jacobs Solutions (J) receive from the notes offering?

Jacobs expects to receive about $1,286 million in net proceeds from the notes and related guarantees. This figure is after underwriting discounts and estimated expenses, providing substantial funding capacity for the PA Consulting acquisition and repayment of existing credit facilities.

How will Jacobs Solutions (J) use the proceeds from the notes issuance?

Jacobs intends to use the net proceeds primarily to finance the cash consideration for acquiring the remaining shares of PA Consulting. Before completion, it plans to repay amounts outstanding under its revolving credit and term loan facilities, with any remaining funds for general corporate purposes.

What was the PA Consulting shareholder vote outcome for the Jacobs (J) acquisition?

PA Consulting shareholders strongly supported the acquisition scheme. More than 97% of shareholders voting, representing over 99% of the share value voted, approved Jacobs’ plan to acquire the remaining issued share capital not already owned through a UK scheme of arrangement.

What conditions remain before Jacobs (J) can complete the PA Consulting acquisition?

Key remaining conditions include sanction of the scheme of arrangement by the High Court of Justice in England and Wales. Additionally, the UK Secretary of State must approve the transaction under the National Security and Investment Act 2021 before completion can occur.

Is Jacobs’ notes offering dependent on completing the PA Consulting acquisition?

Completion of the notes offering is not conditioned on the PA Consulting acquisition closing. If the acquisition does not complete, Jacobs plans to use the net proceeds to repay amounts outstanding under its revolving credit facility and term loan facility, plus general corporate purposes.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EX-1.1 210.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB