STOCK TITAN

Jacobs Solutions (J) Form 4 details PSU vesting and RSU award

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

Rhea-AI Filing Summary

Jacobs Solutions Inc. (J) reported equity activity for its President on a Form 4 dated November 17, 2025. The filing shows vesting of performance stock units granted on November 16, 2022 under the Stock Incentive Plan, resulting in the issuance of 1,198 and 2,222 shares of common stock. These vesting amounts equaled 84.6% of the original award based on average adjusted EPS and 156.9% based on average ROIC over a three-year period. The officer tendered 292, 542, and 45 shares to cover tax withholding on the vested performance and restricted stock units. The officer also received a new grant of 3,586 restricted stock units that vest in four equal annual installments, each representing the right to receive one share of Jacobs common stock.

Positive

  • None.

Negative

  • None.
Insider Miller Shannon
Role President
Type Security Shares Price Value
Exercise Performance Stock Units 1,198 $0.00 --
Exercise Performance Stock Units 2,222 $0.00 --
Exercise Common Stock 1,198 $0.00 --
Tax Withholding Common Stock 292 $150.59 $44K
Exercise Common Stock 2,222 $0.00 --
Tax Withholding Common Stock 542 $150.59 $82K
Tax Withholding Common Stock 45 $150.59 $7K
Grant/Award Common Stock 3,586 $150.59 $540K
Holdings After Transaction: Performance Stock Units — 0 shares (Direct); Common Stock — 21,288 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
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*
Miller Shannon

(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)
President
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) 1,198(2) A (1) 21,288 D
Common Stock 11/17/2025 F 292(3) D $150.59 20,996 D
Common Stock 11/17/2025 M(1) 2,222(4) A (1) 23,218 D
Common Stock 11/17/2025 F 542(3) D $150.59 22,676 D
Common Stock 11/17/2025 F 45(5) D $150.59 22,631 D
Common Stock 11/17/2025 A 3,586(6) A $150.59 26,217 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) 1,198(2) (8) (8) Common Stock 1,198(2) (1) 0 D
Performance Stock Units $0(7) 11/17/2025 M(1) 2,222(4) (8) (8) Common Stock 2,222(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 Shannon Miller 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.

FAQ

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

The Form 4 reports the President’s equity transactions on November 17, 2025, including vesting of performance stock units into common stock, shares withheld for taxes, and a new restricted stock unit grant under the Company’s Stock Incentive Plan.

How many Jacobs (J) shares were issued from performance stock unit vesting?

The officer received 1,198 shares of Jacobs common stock from one performance stock unit tranche and 2,222 shares from another tranche when those awards vested on November 17, 2025.

How were Jacobs (J) performance award results determined for this Form 4?

One performance stock unit award vested at 84.6% of the initial units based on the Company’s average adjusted EPS over a three-year performance period, while another vested at 156.9% based on the Company’s average ROIC over the same period.

How many Jacobs (J) shares were tendered for tax withholding?

The filing notes that 292 and 542 shares of Jacobs common stock were tendered for tax withholding upon vesting of performance stock units, and 45 shares were tendered for tax withholding upon vesting of restricted stock units.

What new restricted stock units did the Jacobs (J) President receive?

The President received 3,586 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.

What happened to the performance stock units after vesting for Jacobs (J)?

Each performance stock unit represented a contingent right to receive one share of Jacobs common stock. After vesting on November 17, 2025, the related performance stock unit positions in the derivative table show 0 derivative securities beneficially owned.