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  4. [Form 4] JACOBS SOLUTIONS INC. Insider Trading Activity

Jacobs Solutions officer reports PSU and RSU activity on Form 4

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Jacobs Solutions Inc. (J) reported insider equity transactions for its Chief Legal & Admin Officer, Joanne Caruso Zaccaro, on a Form 4. On November 17, 2025, performance stock units granted under the company’s Stock Incentive Plan vested and were settled in common stock. One tranche converted into 4,677 shares, representing 84.6% of the original award based on average adjusted EPS over a three-year period, and another tranche converted into 8,673 shares, representing 156.9% of the original award based on three-year ROIC.

Shares of common stock were tendered to cover tax withholding on both the vested performance stock units and on vested restricted stock units. The reporting person also received a new grant of 5,579 restricted stock units, which vest in four equal annual installments starting one year after the grant date. After these transactions, the officer beneficially owned 79,371 shares of Jacobs common stock directly.

Positive

  • None.

Negative

  • None.
Insider Zaccaro Joanne Caruso
Role Chief Legal & Admin Officer
Type Security Shares Price Value
Exercise Performance Stock Units 4,677 $0.00 --
Exercise Performance Stock Units 8,673 $0.00 --
Exercise Common Stock 4,677 $0.00 --
Tax Withholding Common Stock 2,375 $150.59 $358K
Exercise Common Stock 8,673 $0.00 --
Tax Withholding Common Stock 4,405 $150.59 $663K
Tax Withholding Common Stock 660 $150.59 $99K
Grant/Award Common Stock 5,579 $150.59 $840K
Holdings After Transaction: Performance Stock Units — 0 shares (Direct); Common Stock — 72,559 shares (Direct)
Footnotes (1)
  1. Represents distribution of Jacobs common stock upon vesting of performance stock units awarded on November 16, 2022 pursuant to the Company's Stock Incentive Plan. The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 84.6% of the number of performance stock units initially awarded, with such percentage based on the Company's average adjusted earnings per share (EPS) over the three-year performance period. Represents number of shares of Jacobs common stock tendered for tax withholding upon vesting of performance stock units. The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 156.9% of the number of performance stock units initially awarded, with such percentage based on the Company's average return on invested capital (ROIC) over the three-year performance period. Represents number of shares of Jacobs common stock tendered for tax withholding upon vesting of restricted stock units pursuant to the Company's Stock Incentive Plan. Represents the receipt of restricted stock units pursuant to the Company's Stock Incentive Plan. Each restricted stock unit represents the right to receive one share of Jacobs common stock. The restricted stock unit vests in four equal annual installments beginning on the first anniversary of grant date. Each performance stock unit represented a contingent right to receive one share of Jacobs common stock. The performance stock units vested on November 17, 2025.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Zaccaro Joanne Caruso
(Last) (First) (Middle)
1999 BRYAN STREET
SUITE 3500
(Street)
DALLAS TX 75201
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
JACOBS SOLUTIONS INC. [ J ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal & Admin Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025
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 11/17/2025 M(1) 4,677(2) A (1) 72,559 D
Common Stock 11/17/2025 F 2,375(3) D $150.59 70,184 D
Common Stock 11/17/2025 M(1) 8,673(4) A (1) 78,857 D
Common Stock 11/17/2025 F 4,405(3) D $150.59 74,452 D
Common Stock 11/17/2025 F 660(5) D $150.59 73,792 D
Common Stock 11/17/2025 A 5,579(6) A $150.59 79,371 D
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
Performance Stock Units $0(7) 11/17/2025 M(1) 4,677(2) (8) (8) Common Stock 4,677(2) (1) 0 D
Performance Stock Units $0(7) 11/17/2025 M(1) 8,673(4) (8) (8) Common Stock 8,673(4) (1) 0 D
Explanation of Responses:
1. Represents distribution of Jacobs common stock upon vesting of performance stock units awarded on November 16, 2022 pursuant to the Company's Stock Incentive Plan.
2. The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 84.6% of the number of performance stock units initially awarded, with such percentage based on the Company's average adjusted earnings per share (EPS) over the three-year performance period.
3. Represents number of shares of Jacobs common stock tendered for tax withholding upon vesting of performance stock units.
4. The number of performance stock units that vested, and therefore the number of shares of Jacobs common stock issued upon vesting, represents 156.9% of the number of performance stock units initially awarded, with such percentage based on the Company's average return on invested capital (ROIC) over the three-year performance period.
5. Represents number of shares of Jacobs common stock tendered for tax withholding upon vesting of restricted stock units pursuant to the Company's Stock Incentive Plan.
6. Represents the receipt of restricted stock units pursuant to the Company's Stock Incentive Plan. Each restricted stock unit represents the right to receive one share of Jacobs common stock. The restricted stock unit vests in four equal annual installments beginning on the first anniversary of grant date.
7. Each performance stock unit represented a contingent right to receive one share of Jacobs common stock.
8. The performance stock units vested on November 17, 2025.
Priya Howell - Attorney-in-Fact for Joanne Caruso Zaccaro 11/19/2025
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Jacobs Solutions Inc. (J) report on this Form 4?

The Form 4 reports that the Chief Legal & Admin Officer, Joanne Caruso Zaccaro, had performance stock units and restricted stock units vest on November 17, 2025, resulting in the issuance of Jacobs common stock and a new grant of restricted stock units.

How many Jacobs Solutions (J) shares vested from performance stock units?

Two performance stock unit awards vested, resulting in 4,677 shares of common stock from one award and 8,673 shares from another award being issued to the reporting person.

What performance measures determined the Jacobs Solutions (J) PSU vesting percentages?

One award vested at 84.6% of the initial performance stock units based on the company’s average adjusted EPS over a three-year period, and another vested at 156.9% based on the company’s average return on invested capital (ROIC) over the same three-year performance period.

Why were some Jacobs Solutions (J) shares disposed of in this Form 4?

The dispositions reflect shares of Jacobs common stock tendered to satisfy tax withholding obligations upon the vesting of performance stock units and restricted stock units under the company’s Stock Incentive Plan.

What new equity award did the Jacobs Solutions (J) officer receive?

The officer received 5,579 restricted stock units under the Stock Incentive Plan. Each unit represents the right to receive one share of Jacobs common stock and vests in four equal annual installments beginning on the first anniversary of the grant date.

How many Jacobs Solutions (J) shares does the reporting person own after these transactions?

Following the reported transactions, the officer beneficially owned 79,371 shares of Jacobs common stock directly.

What does each performance stock unit and restricted stock unit represent at Jacobs Solutions (J)?

Each performance stock unit and each restricted stock unit represents a contingent right to receive one share of Jacobs common stock, subject to vesting conditions described in the company’s Stock Incentive Plan.