Amentum Posts $14.4B Revenue, $66M Net Income in Strong First Public Year

Ticker: AMTM · Form: DEF 14A · Filed: Dec 19, 2025 · CIK: 2011286

Sentiment: bullish

Topics: Government Services, Defense Contractor, Financial Performance, Executive Compensation, Corporate Governance, Spin-off, Debt Reduction

Related Tickers: AMTM, J

TL;DR

**AMTM is a buy; strong backlog and debt reduction signal a stable defense contractor with growth potential.**

AI Summary

Amentum Holdings, Inc. (AMTM) reported strong financial performance for fiscal year 2025, achieving annual revenues of $14.4 billion, representing 4% pro forma growth. The company posted an annual net income of $66 million and an annual Adjusted EBITDA of $1,104 million. Diluted earnings per share stood at $0.27, with Adjusted Diluted Earnings Per Share at $2.22. Amentum generated $543 million in annual operating cash flow and $516 million in annual free cash flow. The company's backlog reached $47 billion, with a full-year book-to-bill ratio of 1.2x, indicating robust future business. Amentum successfully reduced its net debt to $3.6 billion and net leverage to 3.2x, exceeding the midpoint of its financial guidance and achieving key integration milestones in its first year as a newly merged public company following the September 27, 2024 Reverse Morris Trust transaction with Jacobs Solutions Inc.'s CMS Business.

Why It Matters

This DEF 14A filing reveals Amentum's solid financial footing post-merger, with $14.4 billion in revenue and a $47 billion backlog, signaling stability for investors and employees in the defense and government services sector. The reduction of net debt to $3.6 billion and net leverage to 3.2x demonstrates effective financial management, potentially increasing investor confidence. For customers, Amentum's strong book-to-bill ratio of 1.2x suggests continued capacity for delivering on critical missions. In a competitive market, Amentum's successful integration and financial performance position it as a formidable player against rivals like Leidos and SAIC.

Risk Assessment

Risk Level: low — The risk level is low given Amentum's substantial $47 billion backlog and a healthy 1.2x full-year book-to-bill ratio, indicating strong future revenue visibility. The company also successfully reduced its net debt to $3.6 billion and net leverage to 3.2x, demonstrating prudent financial management and a stable balance sheet in its first year as a public entity.

Analyst Insight

Investors should consider Amentum's strong $47 billion backlog and reduced net debt as indicators of financial stability and future growth. The 1.2x book-to-bill ratio suggests continued contract wins, making AMTM a potentially attractive long-term holding in the government services sector.

Financial Highlights

debt To Equity
Not Disclosed
revenue
$14.4B
operating Margin
Not Disclosed
total Assets
Not Disclosed
total Debt
$3.6B
net Income
$66M
eps
$0.27
gross Margin
Not Disclosed
cash Position
Not Disclosed
revenue Growth
+4%

Executive Compensation

NameTitleTotal Compensation
Not DisclosedNot Disclosed$0

Key Numbers

Key Players & Entities

FAQ

What were Amentum Holdings, Inc.'s key financial results for fiscal year 2025?

For fiscal year 2025, Amentum Holdings, Inc. reported annual revenues of $14.4 billion, a 4% pro forma growth. The company achieved an annual net income of $66 million and an annual Adjusted EBITDA of $1,104 million, demonstrating solid financial performance in its first year as a public entity.

Who are the key executive officers and directors at Amentum Holdings, Inc.?

John Heller serves as the Chief Executive Officer, and Michele T. St. Mary is the Chief Legal Officer, General Counsel & Corporate Secretary. The Board of Directors includes Steven J. Demetriou as Executive Chair and Benjamin Dickson as Lead Independent Director, among thirteen total director nominees.

What are the main proposals for Amentum Holdings, Inc.'s 2026 Annual Meeting of Stockholders?

Stockholders will vote on three main proposals: the election of thirteen director nominees, the ratification of Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026, and a non-binding advisory vote on the compensation paid to named executive officers for fiscal year 2025.

How does Amentum Holdings, Inc. manage risk according to the DEF 14A filing?

Amentum's Board of Directors and senior leadership exercise oversight in respect of corporate-wide matters, including enterprise risk management. The company also has policies on insider trading, hedging, short sales, and speculative transactions to mitigate financial risks.

What is Amentum Holdings, Inc.'s approach to executive compensation?

Amentum's executive compensation philosophy emphasizes aligning pay with company and shareholder performance, with a focus on variable and long-term incentives over fixed pay. The company also requires executives to meet meaningful stock ownership guidelines and uses an independent compensation consultant to benchmark against a peer group.

When and where will Amentum Holdings, Inc.'s 2026 Annual Meeting of Stockholders be held?

The 2026 Annual Meeting of Stockholders for Amentum Holdings, Inc. will be held virtually at 9:00 a.m. (EST) on February 6, 2026, accessible online at www.virtualshareholdermeeting.com/AMTM2026.

What was the impact of the Reverse Morris Trust transaction on Amentum Holdings, Inc.?

The Reverse Morris Trust transaction on September 27, 2024, resulted in Amentum becoming a public company, combining Jacobs Solutions Inc.'s Critical Missions Solutions business with Legacy Amentum. This strategic move led to Amentum trading on the NYSE under 'AMTM' starting September 30, 2024.

What are Amentum Holdings, Inc.'s sustainability initiatives?

Amentum's sustainability approach integrates corporate values into its business strategy, with the Nominating and Governance Committee overseeing the sustainability strategy. The company established a Sustainability Lead and plans to issue its Impact Report in 2026 to reflect post-closing operations as a public company.

How many employees does Amentum Holdings, Inc. have and what is notable about its workforce?

Amentum has approximately 50,000 employees, excluding joint ventures, spread across all 50 states and over 70 countries. A significant portion of its workforce consists of veterans, and more than 50% of its employees hold either a special access or security clearance, reflecting their deep involvement in customer missions.

What is the Board of Directors' recommendation for the proposals at the 2026 Annual Meeting?

The Board of Directors recommends that stockholders vote 'FOR' the election of the thirteen director nominees under Proposal 1, 'FOR' the ratification of Ernst & Young LLP under Proposal 2, and 'FOR' the non-binding advisory vote on executive compensation under Proposal 3.

Industry Context

Amentum operates in the government services and solutions sector, a highly competitive landscape dominated by large, established players. Key trends include increasing demand for advanced technology solutions, cybersecurity, and mission support services from U.S. and allied governments. The industry is characterized by long-term contracts and a focus on technical expertise and security clearances.

Regulatory Implications

As a government contractor, Amentum is subject to stringent regulations, including those related to procurement, data security, and compliance with government standards. Changes in government spending priorities or increased regulatory scrutiny could impact contract awards and operational costs.

What Investors Should Do

  1. Monitor backlog conversion and execution.
  2. Analyze integration progress and synergy realization.
  3. Evaluate debt reduction and leverage trends.

Key Dates

Glossary

Pro Forma
A method of financial reporting that presents financial information as if a specific event, such as a merger or acquisition, had occurred at an earlier date. (Used to present Amentum's fiscal year 2025 revenue growth as if the company had been combined for the entire period, providing a more comparable view of performance.)
Adjusted EBITDA
Earnings Before Interest, Taxes, Depreciation, and Amortization, adjusted for certain non-recurring or non-operational items. (A key profitability metric for Amentum, indicating operational performance excluding financing and accounting decisions. The reported $1,104 million provides insight into the company's core earnings power.)
Book-to-Bill Ratio
A ratio comparing the amount of new orders (bookings) received by a company to the amount of revenue (billings) recognized over a specific period. (Amentum's 1.2x ratio signifies that for every dollar of revenue recognized in fiscal year 2025, the company secured $1.20 in new orders, indicating strong future revenue potential and backlog growth.)
Net Leverage
A financial ratio that measures a company's ability to pay off its debt using its earnings before interest, taxes, depreciation, and amortization (EBITDA). (Amentum's net leverage of 3.2x indicates the company's debt level relative to its earnings, showing a reduction and improved financial health.)
Reverse Morris Trust
A type of corporate transaction where a company spins off a subsidiary or division into a new entity, which then merges with another company. (This was the transaction structure used to combine Amentum and Jacobs' CMS Business, forming the current Amentum Holdings, Inc.)

Year-Over-Year Comparison

This filing represents the first DEF 14A for the newly formed Amentum Holdings, Inc. following the September 27, 2024 Reverse Morris Trust transaction. Therefore, direct year-over-year comparisons of key financial metrics like revenue growth, net income, and margins are not applicable in the traditional sense. The provided data reflects the performance of the combined entity for fiscal year 2025, with a pro forma revenue growth of 4% and a significant backlog of $47 billion, indicating a strong starting position for the new public company.

Filing Stats: 4,362 words · 17 min read · ~15 pages · Grade level 14.1 · Accepted 2025-12-19 16:05:37

Key Financial Figures

Filing Documents

Security Ownership Information

Security Ownership Information 30

Security Ownership of Directors and Executive Officers

Security Ownership of Directors and Executive Officers 30

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 31 Certain Relationships and Related Person Transactions 33 Policies and Procedures for Related Person Transactions 33 Related Person Transactions 33 Compensation Discussion and Analysis 42 Overview and Background 42 Pay Versus Performance Highlights 43 Compensation Philosophy 43 Key Executive Compensation Practices 44 Roles in Determining Executive Compensation 45 TABLE OF CONTENTS Use of an Independent Compensation Consultant 45 Amentum's Compensation Peer Group 45 Compensation Elements 46 Fiscal Year 2025 Long-Term Incentive Program (LTIP) 48 Fiscal Year 2025 Equity "Launch Grants" 49 One-Time Awards 49 Benefits and Perquisites 50 Restrictive Covenants 51 Term 51 Executive Stock Ownership Guidelines 51 Risk Assessment 51 Advisory Vote to Approve Executive Compensation 52 Government Limitations on Reimbursement of Compensation Costs 52 Compensation Recovery Provisions (Clawbacks) 52 Policies on Timing of Equity Grants 52 Effect of Accounting and Tax Treatment on Compensation Decisions 53 Compensation Tables and Disclosures 54 Outstanding Equity Awards at Fiscal Year-End Table 56 CEO Pay Ratio 62 Pay Versus Performance 62 Compensation Committee Report 65 Audit Committee Report 66 Pre-approval of Services by Independent Registered Public Accounting Firm 67 Independent Registered Public Accounting Firm Fees 68 Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm 69 Proposal 3: Advisory Vote on Company's Executive Compensation 70 Other Business 71 Important Information About Annual Meeting and Proxy Procedures 72 Website References 77 Appendix A — Non-GAAP Measures A-1 TABLE OF CONTENTS PROXY STATEMENT SUMMARY This summary highlights certain information contained elsewhere in this proxy statement. The summary does not cont

Executive Compensation Highlights

Executive Compensation Highlights We foster alignment between pay and performance (both company success and shareholder value). We emphasize variable pay (short- and long-term incentives) over fixed pay (salary). We emphasize long-term versus short-term pay. We require our executives and directors to satisfy meaningful stock ownership requirements. We ensure an appropriate peer group to benchmark executive compensation. We review on a regular basis our executive talent, performance, deployments, and succession. We evaluate policies and programs on a regular basis to ensure competitiveness and alignment to organizational goals. We limit excessive compensation for executives by setting compensation caps and restricting excessive perks and non-monetary benefits. Additional details about our executive compensation philosophy and structure can be found in the Compensation Discussion and Analysis ("CD&A"), starting on page 42. Sustainability Discussion and Highlights Our approach to sustainability takes the core elements of our corporate values and instills them into our business strategy with the purpose of challenging convention and driving progress to bring solutions to the most significant challenges in science, security and sustainability. Doing so provides an advantage that benefits our shareholders, employees, customers, and the communities where we live and serve. To advance our initiatives around sustainability, we have devised a plan of governance through the Nominating and Governance Committee of our Board having oversight of the Company's sustainability strategy. To facilitate the strategy, Amentum established a Sustainability Lead to delineate clear pathways around the Company's related efforts. With support and backing from cross-functional leaders around the enterprise, each holding operational or policy-level responsibility for an area of performance that relates to our sustainability priorities, the Sustainability Lead serves as an

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