j-20251118

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 18, 2025

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.)

(IRS Employer

identification number)

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(s)	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 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Election of New Director

On November 18, 2025, the Board of Directors (the “Board”) of Jacobs Solutions Inc. (the “Company”) increased the size of the Board from 10 to 11 authorized directors and elected Diane Bryant to fill the vacancy, effective immediately. Ms. Bryant will serve for an initial term that will expire at the annual meeting of shareholders in 2026.

The Board, after consideration of all facts and circumstances, affirmatively determined that Ms. Bryant is an independent director under the corporate governance standards of the New York Stock Exchange and the Company’s guidelines for determining independence.

In connection with her election, Ms. Bryant will receive the standard, annual compensation for the Company’s non-management directors. This annual compensation includes (i) a cash retainer in the amount of $135,000 per year, and (ii) pursuant to the Company’s 1999 Outside Director Plan, as amended and restated, an award of restricted stock units with an aggregate value of $200,000, pro-rated based on her election date. Ms. Bryant will also be eligible to participate in the Jacobs Director Deferral Plan.

There were no understandings or other agreements or arrangements between Ms. Bryant, on the one hand, and any other person, on the other hand, pursuant to which she was appointed as a director of the Company. Furthermore, there are no transactions between Ms. Bryant and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Ms. Bryant to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits

(d) Exhibits:


Exhibit No.						Description
99.1						Press R elease , dated November 18, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: November 19, 2025




JACOBS SOLUTIONS INC.

By:			/s/ Robert V. Pragada
			Robert V. Pragada
			Chair and Chief Executive Officer

Exhibit 99.1



			1999 Bryan Street, Suite 3500
			Dallas, Texas 75201
			1.214.583.8500

Press Release


FOR IMMEDIATE RELEASE			November 18, 2025

Jacobs Appoints Global Technology Leader Diane Bryant to Board of Directors

DALLAS – Jacobs (NYSE:J) today announced the appointment of Diane Bryant to its Board of Directors, effective immediately. Bryant is a distinguished technology executive with more than three decades of leadership experience spanning the global semiconductor industry, cloud computing services, artificial intelligence applications and technology-based healthcare solutions,

Bryant is widely recognized as a transformative leader in technology and innovation. She has held senior executive positions at some of the world’s most influential technology companies, driving strategic growth, advancing digital transformation, and leading large-scale business operations. Her extensive experience includes leadership roles at Intel Corporation, Alphabet and Novasignal Corporation, bringing deep expertise in advanced computing technologies and their application across multiple industries.

Jacobs Chair and CEO Bob Pragada said: “Diane’s appointment reflects Jacobs’ commitment to advancing innovation, digital transformation and technology-enabled solutions that address our clients’ most complex challenges. Her insights and experience across the technology ecosystem - from semiconductors to cloud and AI infrastructure - will be invaluable as Jacobs continues to grow as a leading, technology-forward solutions provider.”

Diane Bryant said: “I’m honored to join Jacobs’ Board of Directors at such an exciting time in the company’s evolution. Jacobs’ focus on integrating data, technology and deep domain expertise to create smarter, more sustainable solutions for its global clients aligns with my passion for leveraging technology to drive meaningful human and societal impact.”

Bryant’s appointment reinforces Jacobs’ strategic focus on innovation, digital transformation and technology integration across its key market sectors - including critical infrastructure, energy transition, advanced manufacturing, and life sciences.

At Jacobs, we're challenging today to reinvent tomorrow – delivering outcomes and solutions for the world’s most complex challenges. With approximately $12 billion in annual revenue and a team of almost 45,000, we provide end-to-end services in advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water. From advisory and consulting, feasibility, planning, design, program and lifecycle management, we’re creating a more connected and sustainable world. See how at jacobs.com and connect with us on LinkedIn, Instagram, X and Facebook.

# # #

Certain statements contained in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as "expects," "anticipates," "believes," "seeks," "estimates," "plans," "intends," "future," "will," "would," "could," "can," "may," and similar words are intended to identify forward-looking statements. We base these forward-looking statements on management's current estimates and expectations, as well as currently available competitive, financial and economic data. Forward-looking statements, however, are inherently uncertain. There are a variety of factors that could cause business results to differ materially from our forward-looking statements including, but not limited to, uncertainties as to, the timing of the award of projects and funding and potential changes to the amounts provided for under the Infrastructure Investment and Jobs Act and other legislation and executive orders related to governmental spending, including any directive to federal agencies to reduce federal spending or the size of the federal workforce, and changes in U.S. or foreign tax laws, including the tax legislation enacted in the U.S. in July 2025, statutes, rules, regulations or ordinances, including the impact of, and changes to tariffs and retaliatory tariffs or trade policies, that may adversely impact our future financial positions or results of operations, as well as general economic conditions, including inflation and the actions taken by monetary authorities in response to inflation, changes in interest rates and foreign currency exchange rates, changes in capital markets, the possibility of a recession or economic downturn, and increased uncertainty and risks, including policy risks and potential civil unrest, relating to the outcome of elections across our key markets and elevated geopolitical tension and conflicts, among others. For a description of these and additional factors that may occur that could cause actual results to differ from our forward-looking statements, see our filings with the U.S. Securities and Exchange Commission. The company is not under any duty to update any of the forward-looking statements after the date of this press release to conform to actual results, except as required by applicable law.

For additional information contact:

For press/media inquiries:

Louise White

[email protected]

+1 469-724-0810