SC 13G: JACOBS SOLUTIONS INC.

AI Summary

SC 13G filing by JACOBS SOLUTIONS INC..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.01 — Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securiti

Filing Documents

• d819281dsc13g.htm (SC 13G) — 58KB
• d819281dex99a.htm (EX-99.A) — 1KB
• d819281dex99b.htm (EX-99.B) — 4KB
• 0001193125-24-256176.txt ( ) — 64KB

From the Filing

SC 13G 1 d819281dsc13g.htm SC 13G SC 13G UNITED STATES SECURITIES EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amentum Holdings, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 023939 101 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 023939 101 1 NAME OF REPORTING PERSON Jacobs Solutions Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)(b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 (1) 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 18,247,663 (2) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,247,663 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.5% (3) 12 TYPE OF REPORTING PERSON CO CUSIP No. 023939 101 1 NAME OF REPORTING PERSON Jacobs Engineering Group Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)(b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5 SOLE VOTING POWER 0 (1) 6 SHARED VOTING POWER 0 7 SOLE DISPOSITIVE POWER 0 8 SHARED DISPOSITIVE POWER 18,247,663 (2) 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,247,663 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.5% (3) 12 TYPE OF REPORTING PERSON CO (1) On September 27, 2024, Jacobs Solutions Inc. (Jacobs) completed the spin-off of its Critical Mission Solutions business and portions of the Divergent Solutions business (together the SpinCo Business, and the SpinCo Business is held by Amentum Holdings, Inc. (Company)) through the pro-rata distribution to its stockholders of approximately 81% of common stock, par value $0.01 per share, of the Company (Company Common Stock and such distribution, the Distribution). Immediately following the Distribution, Amentum Parent Holdings LLC merged with and into the Company, with the Company surviving the merger (together with the Distribution, the Transactions). Immediately following the Transactions, Jacobs shareholders owned approximately 51%, Jacobs owned approximately 7.5%, and Amentum Parent Holdings LLC (Amentum Equityholder) owned approximately 37% of the issued outstanding shares of the Company. In connection with the Transactions, Jacobs and the Company entered into a Registration Rights Agreement, dated as of September 27, 2024, pursuant to which Jacobs granted to the Company a proxy to vote the shares of Company Common Stock held by Jacobs and its subsidiaries, including Jacobs Engineering Group Inc. (JEG), in proportion to the votes cast by the Companys other shareholders. As a result, Jacobs does not exercise voting power over any of the shares of Company Common Stock that it beneficially owns. On September 27, 2024, an additional amount of approximately 4.5% of Company Common Stock was placed in escrow, to be released and delivered in the future to Jacobs and its shareholders or to Amentum Equityholder, depending on the achievement of certain fiscal year 2024 operating profit targets by the SpinCo Business (the Additional Merger Consideration). While such Company Common Stock remains in escrow, Jacobs does not beneficially own any of the Additional Merger Consideration. To the extent any Additional Merger Consideration is released to Jacobs, Jacobs will not have voting power over the Additional Merger Consideration, as described above, and Jacobs intends to distribute to Jacobs shareholders, on a pro rata basis, any shares received by it in excess of 0.5% of Company Common Stock outstanding. (2) Jacobs is the indirect, beneficial owner of the reported shares of Company Common Stock. The record holder of the reported shares of the Companys Common Stock is JEG, which is a direct, wholly owned subsidiary of Jacobs. Jacobs and JEG share dispositive power

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