UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 27, 2024

☐    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to

Commission File Number 1-7463

JACOBS SOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware				88-1121891
(State or other jurisdiction of incorporation or organization)				(I.R.S. Employer Identification Number)
1999 Bryan Street	Suite 3500	Dallas	Texas	75201
(Address of principal executive offices)				(Zip Code)

(214) 583 – 8500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

_________________________________________________________________ Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon Stock$1 par valueJNew York Stock Exchange

Indicate by check-mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:     ☒ Yes    ☐  No

Indicate by check-mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    ☒  Yes    ☐  No

Page 1

Indicate by check-mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
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. ☐

Indicate by check-mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ☐  Yes   ☒  No

Number of shares of common stock outstanding at January 24, 2025: 122,543,672

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JACOBS SOLUTIONS INC.

INDEX TO FORM 10-Q

			Page No.
PART I	FINANCIAL INFORMATION
	Item 1.	Financial Statements	4
		Consolidated Balance Sheets - Unaudited	5
		Consolidated Statements of Earnings - Unaudited	7
		Consolidated Statements of Comprehensive Income - Unaudited	8
		Consolidated Statements of Stockholders’ Equity - Unaudited	9
		Consolidated Statements of Cash Flows - Unaudited	10
		Notes to Consolidated Financial Statements - Unaudited	11
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45
	Item 4.	Controls and Procedures	56
PART II	OTHER INFORMATION
	Item 1.	Legal Proceedings	47
	Item 1A.	Risk Factors	47
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47
	Item 3.	Defaults Upon Senior Securities	48
	Item 4.	Mine Safety Disclosures	48
	Item 5.	Other Information	48
	Item 6.	Exhibits	49
		SIGNATURES	50

Page 3

Item 1.    Financial Statements.

Page 4

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)

	December 27, 2024		September 27, 2024
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	1,299,657	$	1,144,795
Receivables and contract assets	2,912,513		2,845,452
Prepaid expenses and other	136,855		155,865
Investment in equity securities	597,939		749,468
Total current assets	4,946,964		4,895,580
Property, Equipment and Improvements, net	293,148		315,630
Other Noncurrent Assets:
Goodwill	4,683,356		4,788,181
Intangibles, net	795,285		874,894
Deferred income tax assets	207,980		195,406
Operating lease right-of-use assets	287,661		303,856
Miscellaneous	396,455		385,458
Total other noncurrent assets	6,370,737		6,547,795
	$	11,610,849	$	11,759,005
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Current maturities of long-term debt	$	818,545	$	875,760
Accounts payable	984,963		1,029,140
Accrued liabilities	1,012,218		1,087,764
Operating lease liability	114,293		119,988
Contract liabilities	1,013,076		967,089
Total current liabilities	3,943,095		4,079,741
Long-term debt	1,717,270		1,348,594
Liabilities relating to defined benefit pension and retirement plans	285,388		298,221
Deferred income tax liabilities	142,971		116,655
Long-term operating lease liability	383,966		407,826
Other deferred liabilities	116,600		120,483
Total other noncurrent liabilities	2,646,195		2,291,779
Commitments and Contingencies
Redeemable Noncontrolling interests	794,593		820,182
Stockholders’ Equity:
Capital stock:
Preferred stock, $1 par value, authorized - 1,000,000 shares; issued and outstanding - none	—		—
Common stock, $1 par value, authorized - 240,000,000 shares; issued and outstanding - 122,912,389 shares and 124,253,511 shares as of December 27, 2024 and September 27, 2024, respectively	122,912		124,084
Additional paid-in capital	2,735,155		2,758,064
Retained earnings	2,179,509		2,366,769
Accumulated other comprehensive loss	(832,217)		(699,450)
Total Jacobs stockholders’ equity	4,205,359		4,549,467
Noncontrolling interests	21,607		17,836
Total Group stockholders’ equity	4,226,966		4,567,303
	$	11,610,849	$	11,759,005

Page 5

See the accompanying Notes to Consolidated Financial Statements – Unaudited.

Page 6

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

Three Months Ended December 27, 2024 and December 29, 2023

(In thousands, except per share information)

(Unaudited)

	For the Three Months Ended
	December 27, 2024		December 29, 2023
Revenues	$	2,932,956	$	2,810,227
Direct cost of contracts	(2,211,689)		(2,145,497)
Gross profit	721,267		664,730
Selling, general and administrative expenses	(512,849)		(522,730)
Operating Profit	208,418		142,000
Other Income (Expense):
Interest income	9,656		7,519
Interest expense	(34,820)		(43,350)
Miscellaneous expense	(130,107)		(2,964)
Total other expense, net	(155,271)		(38,795)
Earnings from Continuing Operations Before Taxes	53,147		103,205
Income Tax (Expense) Benefit from Continuing Operations	(57,149)		31,610
Net (Loss) Earnings of the Group from Continuing Operations	(4,002)		134,815
Net (Loss) Earnings of the Group from Discontinued Operations, net of tax	(1,001)		46,639
Net (Loss) Earnings of the Group	(5,003)		181,454
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations	(6,080)		(3,851)
Net Earnings Attributable to Redeemable Noncontrolling interests	(7,047)		(2,618)
Net (Loss) Earnings Attributable to Jacobs from Continuing Operations	(17,129)		128,346
Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations	—		(3,375)
Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations	(1,001)		43,264
Net (Loss) Earnings Attributable to Jacobs	$	(18,130)	$	171,610
Net Earnings Per Share:
Basic Net (Loss) Earnings from Continuing Operations Per Share	$	(0.10)	$	1.03
Basic Net (Loss) Earnings from Discontinued Operations Per Share	$	(0.01)	$	0.34
Basic (Loss) Earnings Per Share	$	(0.11)	$	1.37
Diluted Net (Loss) Earnings from Continuing Operations Per Share	$	(0.10)	$	1.03
Diluted Net (Loss) Earnings from Discontinued Operations Per Share	$	(0.01)	$	0.34
Diluted (Loss) Earnings Per Share	$	(0.11)	$	1.37

See the accompanying Notes to Consolidated Financial Statements - Unaudited.

Page 7

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended December 27, 2024 and December 29, 2023

(In thousands)

(Unaudited)

	For the Three Months Ended
	December 27, 2024		December 29, 2023
Net (Loss) Earnings of the Group	$	(5,003)	$	181,454
Other Comprehensive Income:
Foreign currency translation adjustment	(160,148)		108,048
Change in cash flow hedges	5,821		(27,666)
Change in pension plan liabilities	24,176		(10,753)
Other comprehensive (loss) income before taxes	(130,151)		69,629
Income Tax (Expense) Benefit:
Cash flow hedges	(1,484)		7,196
Change in pension plan liabilities	(1,132)		(462)
Income Tax (Expense) Benefit:	(2,616)		6,734
Net other comprehensive (loss) income	(132,767)		76,363
Net Comprehensive (Loss) Income of the Group	(137,770)		257,817
Net Earnings Attributable to Noncontrolling Interests	(6,080)		(7,226)
Net Earnings Attributable to Redeemable Noncontrolling interests	(7,047)		(2,618)
Net Comprehensive (Loss) Income Attributable to Jacobs	$	(150,897)	$	247,973

See the accompanying Notes to Consolidated Financial Statements - Unaudited.

Page 8

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Three Months Ended December 27, 2024 and December 29, 2023

(In thousands)

(Unaudited)

	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Jacobs Stockholders’ Equity		Noncontrolling Interests		Total Group Stockholders’ Equity
Balances at September 29, 2023	$	125,977	$	2,735,325	$	4,542,872	$	(857,954)	$	6,546,220	$	53,862	$	6,600,082
Net earnings	—		—		171,610		—		171,610		7,226		178,836
Foreign currency translation adjustments, net of deferred taxes of $0	—		—		—		108,048		108,048		—		108,048
Pension plan liability, net of deferred taxes of $462	—		—		—		(11,215)		(11,215)		—		(11,215)
Change in cash flow hedges, net of deferred taxes of $(7,196)	—		—		—		(20,470)		(20,470)		—		(20,470)
Dividends	—		—		(361)		—		(361)		—		(361)
Redeemable Noncontrolling interests redemption value adjustment	—		—		(25,718)		—		(25,718)		—		(25,718)
Repurchase and issuance of redeemable noncontrolling interests	—		—		1,898		—		1,898		—		1,898
Noncontrolling interests - distributions and other	—		—		—		—		—		(4,512)		(4,512)
Stock based compensation	—		19,310		—		—		19,310		—		19,310
Issuances of equity securities including shares withheld for taxes	411		(8,093)		(3,350)		—		(11,032)		—		(11,032)
Repurchases of equity securities	(789)		(17,126)		(82,101)		—		(100,016)		—		(100,016)
Balances at December 29, 2023	$	125,599	$	2,729,416	$	4,604,850	$	(781,591)	$	6,678,274	$	56,576	$	6,734,850
Balances at September 27, 2024	$	124,084	$	2,758,064	$	2,366,769	$	(699,450)	$	4,549,467	$	17,836	$	4,567,303
Net (loss) earnings	—		—		(18,130)		—		(18,130)		6,080		(12,050)
Foreign currency translation adjustments net of deferred taxes of $0	—		—		—		(160,148)		(160,148)		—		(160,148)
Pension plan liability, net of deferred taxes of $1,132	—		—		—		23,044		23,044		—		23,044
Change in cash flow hedges, net of deferred taxes of $1,484	—		—		—		4,337		4,337		—		4,337
Dividends	—		—		(261)		—		(261)		—		(261)
Redeemable Noncontrolling interests redemption value adjustment	—		—		54		—		54		—		54
Repurchase and issuance of redeemable noncontrolling interests	—		—		983		—		983		—		983
Noncontrolling interests - distributions and other	—		—		—		—		—		(2,309)		(2,309)
Distribution of SpinCo Business	—		—		1,000		—		1,000		—		1,000
Stock based compensation	—		13,059		—		—		13,059		—		13,059
Issuances of equity securities including shares withheld for taxes	284		(3,609)		(3,095)		—		(6,420)		—		(6,420)
Repurchases of equity securities	(1,456)		(32,359)		(167,811)		—		(201,626)		—		(201,626)
Balances at December 27, 2024	$	122,912	$	2,735,155	$	2,179,509	$	(832,217)	$	4,205,359	$	21,607	$	4,226,966

See the accompanying Notes to Consolidated Financial Statements – Unaudited.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended December 27, 2024 and December 29, 2023

(In thousands)

(Unaudited)

	For the Three Months Ended
	December 27, 2024		December 29, 2023
Cash Flows from Operating Activities:
Net (loss) earnings attributable to the Group	$	(5,003)	$	181,454
Adjustments to reconcile net (loss) earnings to net cash flows provided by operations:
Depreciation and amortization:
Property, equipment and improvements	20,922		25,169
Intangible assets	38,661		51,119
Loss on investment in equity securities	145,215		—
Stock based compensation	13,059		19,310
Equity in earnings of operating ventures, net of return on capital distributions	(2,236)		1,870
(Gain) loss on disposals of assets, net	(622)		608
Deferred income taxes	20,253		(58,239)
Changes in assets and liabilities:
Receivables and contract assets, net of contract liabilities	(57,753)		102,705
Prepaid expenses and other current assets	9,617		50,216
Miscellaneous other assets	17,243		28,385
Accounts payable	(37,225)		(35,843)
Accrued liabilities	(31,398)		37,584
Other deferred liabilities	1,863		(1,665)
Other, net	(25,140)		15,688
Net cash provided by operating activities	107,456		418,361
Cash Flows from Investing Activities:
Additions to property and equipment	(10,333)		(17,306)
Disposals of property and equipment and other assets	1,481		43
Capital contributions to equity investees, net of return of capital distributions	932		1,266
Net cash used for investing activities	(7,920)		(15,997)
Cash Flows from Financing Activities:
Proceeds from long-term borrowings	589,000		540,401
Repayments of long-term borrowings	(221,000)		(567,752)
Repayments of short-term borrowings	(5,345)		(6,262)
Debt issuance costs	—		(1,606)
Proceeds from issuances of common stock	7,984		11,355
Common stock repurchases	(201,626)		(100,016)
Taxes paid on vested restricted stock	(14,404)		(22,387)
Cash dividends to shareholders	(36,481)		(33,366)
Net dividends associated with noncontrolling interests	(2,245)		(4,708)
Repurchase of redeemable noncontrolling interests	(3,729)		(24,360)
Net cash provided by (used for) financing activities	112,154		(208,701)
Effect of Exchange Rate Changes	(58,180)		34,148
Net Increase in Cash and Cash Equivalents and Restricted Cash	153,510		227,811
Cash and Cash Equivalents, including Restricted Cash, at the Beginning of the Period	1,146,931		929,445
Cash and Cash Equivalents, including Restricted Cash, at the End of the Period	$	1,300,441	$	1,157,256
Less Cash and Cash Equivalents included in Assets held for spin	$	—	$	(215,622)
Cash and Cash Equivalents, including Restricted Cash of Continuing Operations at the End of the Period	$	1,300,441	$	941,634

See the accompanying Notes to Consolidated Financial Statements – Unaudited.

Page 10

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.Basis of Presentation

Unless the context otherwise requires:

•References herein to “Jacobs” are to Jacobs Solutions Inc. and its predecessors;

•References herein to the “Company”, “we”, “us” or “our” are to Jacobs Solutions Inc. and its consolidated subsidiaries; and

•References herein to the “Group” are to the combined economic interests and activities of the Company and the persons and entities holding noncontrolling interests in our consolidated subsidiaries.

On August 29, 2022, Jacobs Engineering Group Inc. ("JEGI"), the predecessor to Jacobs Solutions Inc., implemented a holding company structure, which resulted in Jacobs Solutions Inc. becoming the parent company of, and successor issuer to, JEGI (the "Holding Company Reorganization"). For purposes of this report, references to Jacobs and the "Company", "we", "us" or "our" or our management or business at any point prior to the Holding Company Implementation Date refer to JEGI, or JEGI and its consolidated subsidiaries as the predecessor to Jacobs Solutions Inc.

The accompanying consolidated financial statements and financial information included herein have been prepared pursuant to the interim period reporting requirements of Form 10-Q. Consequently, certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted. Readers of this Quarterly Report on Form 10-Q should also read our consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024 (“2024 Form 10-K”).

In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of our consolidated financial statements as of December 27, 2024, and for the three months ended December 27, 2024.

Our interim results of operations are not necessarily indicative of the results to be expected for the full fiscal year.

On September 27, 2024, Jacobs Solutions Inc. ("Jacobs") completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its Critical Mission Solutions business (“CMS”) and portions of its Divergent Solutions (“DVS”) business (referred to herein as the Cyber & Intelligence business (“C&I”) and together with CMS referred to as the “SpinCo Business”), to Amazon Holdco Inc., a Delaware corporation, that was subsequently renamed Amentum Holdings, Inc. (“SpinCo”) (the “Separation”), (ii) Jacobs then effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo common stock, par value $0.01 per share (the “SpinCo Common Stock”) by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs common stock, par value $1.00 per share, (the “Jacobs Common Stock”) was entitled to receive one share of SpinCo Common Stock for each share of Jacobs Common Stock held as of the record date, September 23, 2024 (the “Distribution”), and (iii) finally, Amentum Parent Holdings LLC merged with and into SpinCo, with SpinCo surviving the merger (the “Merger” and together with the Separation and the Distribution, the “Separation Transaction”).

As a result of the Separation, substantially all SpinCo Business-related assets and liabilities have been separated and distributed (the "Disposal Group"). The Company determined that the Disposal Group should be reported as discontinued operations in accordance with ASC 205-20, Discontinued Operations because their disposal represents a strategic shift that had a major effect on the Company's operations and financial results. As such, the financial results of the SpinCo Business are reflected in the Company's Consolidated Statements of Earnings as well as relevant disclosures as discontinued operations for all periods presented. See Note 15- Discontinued Operations for more information.

2.    Use of Estimates and Assumptions

The preparation of financial statements in conformity with U.S. GAAP requires us to employ estimates and make assumptions that affect the reported amounts of certain assets and liabilities; the revenues and expenses reported for the periods covered by the financial statements; and certain amounts disclosed in these Notes to the Consolidated Financial Statements. Although such estimates and assumptions are based on management’s most recent assessment of the underlying facts and circumstances utilizing the most current information available and past experience, actual results

Page 11

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

could differ significantly from those estimates and assumptions. Our estimates, judgments and assumptions are evaluated periodically and adjusted accordingly.

Please refer to Note 2- Significant Accounting Policies of Notes to Consolidated Financial Statements included in our 2024 Form 10-K for a discussion of other significant estimates and assumptions affecting our consolidated financial statements.

3.    Fair Value and Fair Value Measurements

Certain amounts included in the accompanying consolidated financial statements are presented at fair value. Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the date fair value is determined (the “measurement date”). When determining fair value, we consider the principal or most advantageous market in which we would transact, and we consider only those assumptions we believe a typical market participant would consider when pricing an asset or liability. In measuring fair value, we use the following inputs in the order of priority indicated:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than quoted prices in active markets included in Level 1, such as (i) quoted prices for similar assets or liabilities; (ii) quoted prices in markets that have insufficient volume or infrequent transactions (e.g., less active markets); and (iii) model-driven valuations in which all significant inputs are observable or can be derived principally from, or corroborated with, observable market data for substantially the full term of the asset or liability.

Level 3 - Unobservable inputs to the valuation methodology that are significant to the fair value measurement.

Please refer to Note 2- Significant Accounting Policies of Notes to Consolidated Financial Statements included in our 2024 Form 10-K for a more complete discussion of the various items within the consolidated financial statements measured at fair value and the methods used to determine fair value. Please also refer to Note 18- Commitments and Contingencies and Derivative Financial Instruments for discussion regarding the Company's derivative instruments Note 14- Discontinued Operations for discussion regarding the Company's investment in Amentum ordinary shares.

The net carrying amounts of cash and cash equivalents, trade receivables and payables and short-term debt approximate fair value due to the short-term nature of these instruments. See Note 12- Borrowings for a discussion of the fair value of long-term debt.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

4.    New Accounting Pronouncements

ASU 2024-03, Income Statement, (Subtopic 220-40): Reporting Comprehensive Income - Disaggregation of Income Statement Expenses, requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. The amendments in this update also provide guidance on the disaggregation disclosure requirements for certain expense captions presented on the face of an entity’s income statement and provide guidance on the disclosure of selling expenses. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. ASU 2024-03 will be effective for the Company in the fourth quarter of fiscal 2027. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

ASU 2023-09, Income Taxes, (Topic 740): Improvements to Income Tax Disclosures, provides qualitative and quantitative updates to the Company's effective income tax rate reconciliation and income taxes paid disclosures, among others, in order to enhance the transparency of income tax disclosures, including consistent categories and greater disaggregation of information in the rate reconciliation and disaggregation by jurisdiction of income taxes paid. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. ASU 2023-09 will be effective for the Company in the first quarter of fiscal 2026. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures and is implementing changes to processes and internal controls to meet the standard’s updated reporting and disclosure requirements.

ASU 2023-07, Segment Reporting, (Topic 280): Improvements to Reportable Segment Disclosures, requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items to reconcile to segment profit or loss, and the title and position of the entity’s CODM. The amendments in this update also expand the interim segment disclosure requirements. ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis. ASU 2023-07 will be effective for the Company's annual fiscal 2025 period. The Company is evaluating the impact of this guidance on its consolidated financial statements and related disclosures.

ASU 2023-06, Disclosure Improvements: Amendments - Codification Amendments in Response to the Disclosure Update and Simplification Initiative of the Securities and Exchange Commission ("SEC"). The Financial Accounting Standards Board issued the standard to introduce changes to US GAAP that originate in either SEC Regulation S-X or S-K, which are rules about the form and content of financial reports filed with the SEC. The provisions of the standard are contingent upon instances where the SEC removes the related disclosure provisions from Regulation S-X and S-K. ASU 2023-06 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied prospectively; however, retrospective application is also permitted. ASU 2023-06 will be effective for the Company in the fourth quarter of fiscal 2026. The Company does not expect that the application of this standard will have a material impact on our consolidated financial statements and related disclosures.

5.    Revenue Accounting for Contracts

Disaggregation of Revenues

Our revenues are principally derived from contracts to provide a diverse range of technical, professional, and construction services to a large number of industrial, commercial, and governmental clients. We provide a broad range of engineering, design, and architectural services; construction and construction management services; operations and maintenance services; and technical, digital, process, scientific and systems consulting services. We provide our services through offices and subsidiaries located primarily in North America, Europe, the Middle East, India, Australia, Africa, and Asia. We provide our services under cost-reimbursable and fixed-price contracts. Our contracts are with many different customers in numerous industries. Refer to Note 19- Segment Information for additional information on how we disaggregate our revenues by reportable segment.

Page 13

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The following table further disaggregates our revenue by geographic area for the three months ended December 27, 2024 and December 29, 2023 (in thousands):

	Three Months Ended
	December 27, 2024		December 29, 2023
Revenues:
United States	$	1,812,830	$	1,734,649
Europe	712,567		675,535
Canada	58,972		63,138
Asia	33,369		30,610
India	36,935		35,743
Australia and New Zealand	140,032		140,321
Middle East and Africa	138,251		130,231
Total	$	2,932,956	$	2,810,227

Contract Liabilities

Contract liabilities represent amounts billed to clients in excess of revenue recognized to date. Revenue recognized for the three months ended December 27, 2024 that was previously included in the contract liability balance on September 27, 2024 was $410.7 million. Revenue recognized for the three months ended December 29, 2023 that was included in the contract liability balance on September 29, 2023 was $339.4 million.

Remaining Performance Obligation

The Company’s remaining performance obligations as of December 27, 2024 represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. The Company had approximately $14.6 billion in remaining performance obligations as of December 27, 2024. The Company expects to recognize approximately 49% of its remaining performance obligations into revenue within the next twelve months and the remaining 51% thereafter. The majority of the remaining performance obligations after the first twelve months are expected to be recognized over a four-year period.

Although our remaining performance obligations reflect business volumes that are considered to be firm, normal business activities including scope adjustments, deferrals or cancellations may occur that impact volume or expected timing of their recognition. Remaining performance obligations are adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate.

6.     Earnings Per Share and Certain Related Information

Basic and diluted earnings per share (“EPS”) are computed using the two-class method, which is an earnings allocation method that determines EPS for common shares and participating securities. The undistributed earnings are allocated between common shares and participating securities as if all earnings had been distributed during the period. Participating securities and common shares have equal rights to undistributed earnings. Net earnings used for the purpose of determining basic and diluted EPS is determined by taking net earnings, less earnings available to participating securities and the preferred redeemable noncontrolling interests redemption value adjustment associated with the PA Consulting transaction.

The following table reconciles the denominator used to compute basic EPS to the denominator used to compute diluted EPS for the three months ended December 27, 2024 and December 29, 2023 (in thousands):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

	Three Months Ended
	December 27, 2024		December 29, 2023
Numerator for Basic and Diluted EPS:
Net (loss) earnings attributable to Jacobs from continuing operations	$	(17,129)	$	128,346
Preferred Redeemable Noncontrolling interests redemption value adjustment (See Note 16- PA Consulting Redeemable Noncontrolling Interests)	4,568		1,766
Net (loss) earnings from continuing operations allocated to common stock for EPS calculation	$	(12,561)	$	130,112
Net (loss) earnings from discontinued operations allocated to common stock for EPS calculation	$	(1,001)	$	43,264
Net (loss) earnings allocated to common stock for EPS calculation	$	(13,562)	$	173,376
Denominator for Basic and Diluted EPS:
Shares used for calculating basic EPS attributable to common stock	124,055		126,105
Effect of dilutive securities:
Stock compensation plans (1)	—		708
Shares used for calculating diluted EPS attributable to common stock	124,055		126,813
Net Earnings Per Share:
Basic Net (Loss) Earnings from Continuing Operations Per Share	$	(0.10)	$	1.03
Basic Net (Loss) Earnings from Discontinued Operations Per Share	$	(0.01)	$	0.34
Basic (Loss) Earnings Per Share	$	(0.11)	$	1.37
Diluted Net (Loss) Earnings from Continuing Operations Per Share	$	(0.10)	$	1.03
Diluted Net (Loss) Earnings from Discontinued Operations Per Share	$	(0.01)	$	0.34
Diluted (Loss) Earnings Per Share	$	(0.11)	$	1.37
Note: Per share amounts may not add due to rounding.

(1)For the three months ended December 27, 2024, because net (loss) earnings from continuing operations was a loss, the effect of antidilutive securities of 576 was excluded from the denominator in calculating diluted EPS.

Share Repurchases

On January 16, 2020, the Company's Board of Directors authorized a share repurchase program of up to $1.0 billion of the Company's common stock (the "2020 Repurchase Authorization"). The 2020 Repurchase Authorization expired on January 15, 2023. On January 25, 2023, the Company's Board of Directors authorized an incremental share repurchase program of up to $1.0 billion of the Company's common stock, to expire on January 25, 2026 (the "2023 Repurchase Authorization"). At December 27, 2024, the Company had $270.8 million remaining under the 2023 Repurchase Authorization. On January 30, 2025, the Company's Board of Directors authorized an incremental share repurchase program of up to $1.5 billion of the Company's common stock, to expire on January 30, 2028 (the "2025 Repurchase Authorization"). No repurchase activity has taken place under the 2025 Share Repurchase Authorization to date.

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The following table summarizes repurchase activity under the 2023 Repurchase Authorization through the first fiscal quarter of 2025:

Amount Authorized<br>(2023 Repurchase Authorization)	Average Price Per Share (1)	Total Shares Repurchased and Retired
$1,000,000,000	$138.50	1,455,839

(1)Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.

Our share repurchase program does not obligate the Company to purchase any shares. Share repurchases may be executed through various means including, without limitation, accelerated share repurchases, open market transactions, privately negotiated transactions, purchases pursuant to Rule 10b5-1 plans or otherwise. The authorization for the share repurchase programs may be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company's common stock, other uses of capital and other factors.

Dividends

On January 30, 2025, the Company’s Board of Directors declared a quarterly dividend of $0.32 per share of the Company’s common stock to be paid on March 21, 2025, to shareholders of record on the close of business on February 21, 2025. Future dividend declarations are subject to review and approval by the Company’s Board of Directors. Dividends paid through the first fiscal quarter of 2025 and the preceding fiscal year are as follows:

Declaration Date	Record Date	Payment Date	Cash Amount (per share)
September 26, 2024	October 25, 2024	November 22, 2024	$0.29
July 11, 2024	July 26, 2024	August 23, 2024	$0.29
May 2, 2024	May 24, 2024	June 21, 2024	$0.29
January 25, 2024	February 23, 2024	March 22, 2024	$0.29
September 28, 2023	October 27, 2023	November 9, 2023	$0.26

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

7.    Goodwill and Intangibles

The carrying value of goodwill appearing in the accompanying Consolidated Balance Sheets at December 27, 2024 and September 27, 2024 was as follows (in thousands):

	Infrastructure & Advanced Facilities		PA Consulting		Total
Balance September 27, 2024	$	3,362,760	$	1,425,421	$	4,788,181
Foreign currency translation and other	(20,125)		(84,700)		(104,825)
Balance December 27, 2024	$	3,342,635	$	1,340,721	$	4,683,356

The following table provides certain information related to the Company’s acquired intangibles in the accompanying Consolidated Balance Sheets at December 27, 2024 and September 27, 2024 (in thousands):

	Customer Relationships, Contracts and Backlog		Developed Technology		Trade Names		Total
Balance September 27, 2024	$	651,894	$	31,515	$	191,485	$	874,894
Amortization	(32,029)		(2,995)		(3,637)		(38,661)
Foreign currency translation and other	(30,198)		(46)		(10,704)		(40,948)
Balance December 27, 2024	$	589,667	$	28,474	$	177,144	$	795,285

The following table presents estimated amortization expense of intangible assets for the remainder of fiscal 2025 and for the succeeding years.

Fiscal Year	(in millions)
2025	$	114.0
2026	133.3
2027	103.5
2028	93.1
2029	93.1
Thereafter	258.3
Total	$	795.3

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

8.    Receivables and Contract Assets

The following table presents the components of receivables and contract assets appearing in the accompanying Consolidated Balance Sheets at December 27, 2024 and September 27, 2024, as well as certain other related information (in thousands):

	December 27, 2024		September 27, 2024
Components of receivables and contract assets:
Amounts billed, net	$	1,403,877	$	1,278,980
Unbilled receivables and other	1,099,585		1,132,980
Contract assets	409,051		433,492
Total receivables and contract assets, net	$	2,912,513	$	2,845,452

Amounts billed, net consist of amounts invoiced to clients in accordance with the terms of our client contracts and are shown net of an allowance for expected credit losses. We anticipate that substantially all of such billed amounts will be collected over the next twelve months.

Unbilled receivables and other, which represent an unconditional right to payment subject only to the passage of time, are reclassified to amounts billed when they are billed under the terms of the contract. We anticipate that substantially all of such unbilled amounts will be billed and collected over the next twelve months.

Contract assets represent unbilled amounts where the right to payment is subject to more than merely the passage of time and includes performance-based incentives and services that have been provided in advance of agreed contractual milestones. Contract assets are transferred to unbilled receivables when the right to consideration becomes unconditional and are transferred to amounts billed upon invoicing.

9.     Accumulated Other Comprehensive Income

The following table presents the Company's roll forward of accumulated other comprehensive income (loss) after-tax as of December 27, 2024 (in thousands):

	Change in Net Pension Obligation		Foreign Currency Translation Adjustment (1)		Gain/(Loss) on Cash Flow Hedges (2)		Total
Balance at September 27, 2024	$	(370,937)	$	(369,516)	$	41,003	$	(699,450)
Other comprehensive Income (loss)	23,044		(160,148)		6,412		(130,692)
Reclassifications from accumulated other comprehensive loss	—		—		(2,075)		(2,075)
Balance at December 27, 2024	$	(347,893)	$	(529,664)	$	45,340	$	(832,217)

(1) Included in the overall foreign currency translation adjustment for the three months ended December 27, 2024 and December 29, 2023 are $(1.3) million and $(37.7) million, respectively, in unrealized gains (losses) on long-term foreign currency denominated intercompany loans not anticipated to be settled in the foreseeable future.

(2) Included in the Company’s cumulative net unrealized gains from interest rate and cross currency swaps recorded in accumulated other comprehensive income as of December 27, 2024 were approximately $7.0 million in unrealized gains, net of taxes, which are expected to be realized in earnings during the twelve months subsequent to December 27, 2024.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

10.    Income Taxes

The Company’s effective tax rates from continuing operations for the three months ended December 27, 2024 and December 29, 2023 were 107.5% and (30.6)%, respectively. The most significant items contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company's effective tax rate for the three-month period ended December 27, 2024 was due to $37.0 million in unfavorable tax impacts associated with the non-deductibility of losses from our investment in Amentum stock, as well as U.S. state income tax expense of $5.4 million and U.S. tax on foreign earnings of $4.9 million. The U.S state income tax and U.S. tax on foreign earnings are expected to have a continuing impact on the Company's effective tax rate for the remainder of the fiscal year.
The most significant item contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company's effective tax rate for the three-month period ended December 29, 2023 was related to the election to treat an Australian subsidiary as a corporation versus a partnership for U.S. tax purposes, which resulted in the derecognition of a deferred tax liability and yielded a discrete income tax benefit of $61.6 million as the Company asserted that a component of the investment will be indefinitely reinvested.
In December 2021, the Organization for Economic Cooperation and Development ("OECD") released the Pillar Two Model Rules (also referred to as the global minimum tax or Global Anti-Base Erosion "GloBE" rules), which were designed to ensure large multinational enterprises pay a minimum 15 percent level of tax on the income arising in each jurisdiction in which they operate. Several jurisdictions in which we operate have enacted these rules, which are effective for the first quarter of the fiscal year ending September 26, 2025. The Company is continually monitoring developments and evaluating the potential impacts. At this time, implementation of these rules has not generated a material impact on consolidated income taxes.
The amount of income taxes the Company pays is subject to ongoing audits by tax jurisdictions around the world. In the normal course of business, the Company is subject to examination by tax authorities throughout the world, including such major jurisdictions as Australia, Canada, India, the Netherlands, the United Kingdom and the United States. Our estimate of the potential outcome of any uncertain tax issue is subject to our assessment of the relevant risks, facts, and circumstances existing at the time. The Company believes that it has adequately provided for reasonably foreseeable outcomes related to these matters. However, future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, which may impact our effective tax rate.

11.    Joint Ventures, VIEs and Other Investments

For the Company's consolidated variable interest entities ("VIE") joint ventures, the carrying value of assets and liabilities was $172.8 million and $125.0 million, respectively, as of December 27, 2024 and $161.9 million and $122.7 million, respectively, as of September 27, 2024. There are no consolidated VIEs that have debt or credit facilities.

For the Company's proportionate consolidated VIEs, the carrying value of assets and liabilities was $133.2 million and $123.7 million, respectively, as of December 27, 2024, and $138.8 million and $138.0 million, respectively, as of September 27, 2024.

The carrying values of our investments in equity method joint ventures in the Consolidated Balance Sheets (reported in Other Noncurrent Assets: Miscellaneous) as of December 27, 2024 and September 27, 2024 were $36.5 million and $36.6 million, respectively. Additionally, income from equity method joint ventures (reported in Revenue) was $3.7 million and $2.7 million, respectively, during the three months ended December 27, 2024 and December 29, 2023. As of December 27, 2024, the Company's equity method investment carrying values do not include material amounts exceeding their share of the respective joint ventures' reported net assets.

Accounts receivable from unconsolidated joint ventures accounted for under the equity method was $18.0 million and $12.3 million as of December 27, 2024 and September 27, 2024, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

12.    Borrowings

At December 27, 2024 and September 27, 2024, long-term debt consisted of the following (principal amounts in thousands):

	Interest Rate	Maturity	December 27, 2024		September 27, 2024
Revolving Credit Facility	Benchmark + applicable margin (1) (2)	February 2028	$	508,000	$	140,000
2021 Term Loan Facility - USD Portion	Benchmark + applicable margin (1) (3)	February 2026	120,000		120,000
2021 Term Loan Facility - GBP Portion	Benchmark + applicable margin (1) (3)	September 2025	818,545		870,415
Fixed-rate:
5.9% Bonds, due 2033	5.9% (4)	March 2033	500,000		500,000
6.35% Bonds, due 2028	6.35%	August 2028	600,000		600,000
Less: Current Portion (5)			(818,545)		(870,415)
Less: Deferred Financing Fees			(10,730)		(11,406)
Total Long-term debt, net			$	1,717,270	$	1,348,594

(1)During the year ended September 27, 2024, the aggregate principal amounts denominated in U.S. dollars under the Revolving Credit Facility and the 2021 Term Loan Facility (each as defined below) transitioned from underlying LIBOR benchmarked rates to the Term Secured Overnight Financing Rate ("SOFR"). During fiscal 2022, the aggregate principal amounts denominated in British pounds under the Revolving Credit Facility, 2021 Term Loan Facility transitioned from underlying LIBOR benchmarked rates to Sterling Overnight Index Average ("SONIA") rates.

(2)Depending on the Company’s Consolidated Leverage Ratio or Debt Rating (each as defined in the Revolving Credit Facility (defined below)), U.S. dollar denominated borrowings under the Revolving Credit Facility bear interest at either a SOFR rate plus a margin of between 0.975% and 1.725% or a base rate plus a margin of between 0% and 0.625%. The applicable SOFR rates, or LIBOR rate for the prior fiscal year end, including applicable margins at December 27, 2024 and September 27, 2024 were approximately 5.61% and 6.64%. Borrowings denominated in British pounds bear interest at an adjusted SONIA rate plus a margin of between 0.908% and 1.658%. There were no amounts drawn in British pounds as of December 27, 2024.

(3)Depending on the Company’s Consolidated Leverage Ratio or Debt Rating (each as defined in the Amended and Restated Term Loan Agreement (defined below)), U.S. dollar denominated borrowings under the 2021 Term Loan Facility bear interest at either a SOFR rate plus a margin of between 0.975% and 1.725% or a base rate plus a margin of between 0% and 0.625%. The applicable SOFR, or LIBOR rate for the prior fiscal year end, including applicable margins for borrowings denominated in U.S. dollars at December 27, 2024 and September 27, 2024 was approximately 5.80% and 6.52%. Borrowings denominated in British pounds bear interest at an adjusted SONIA rate plus a margin of between 0.908% and 1.658%, which was approximately 5.86% and 6.23% at December 27, 2024 and September 27, 2024, respectively.

(4)From and including September 1, 2028 (the “First Step Up Date”), the interest rate payable on the 5.90% Bonds (as defined below) will be increased by an additional 12.5 basis points to 6.025% per annum (the “First Step Up Interest Rate”) unless the Company notifies the Trustee (as defined below) on or before the date that is 15 days prior to the First Step Up Date that the Percentage of Gender Diversity Performance Target (as defined in the First Supplemental Indenture (as defined below)) has been satisfied and receives a related assurance letter verifying such compliance. From and including September 1, 2030 (the “Second Step Up Date”), the interest rate payable on the 5.90% Bonds will be increased by 12.5 basis points to (x) 6.150% per annum if the First Step Up Interest Rate was in effect immediately prior to the Second Step Up Date or (y) 6.025% per annum if the initial interest rate was in effect immediately prior to the Second Step Up Date, unless the Company notifies the Trustee on or before the date that is 15 days prior to the Second Step Up Date that the GHG Emissions Performance Target (as defined in the First Supplemental Indenture) has been satisfied and receives a related assurance letter verifying such compliance.

(5)Balance as of December 27, 2024 and September 27, 2024 is associated with the September 1, 2025 scheduled maturity of the 2021 Term Loan Facility, which was reclassified from long-term debt in September 2024.

We believe the carrying value of the Revolving Credit Facility, the Term Loan Facility and other debt outstanding approximates fair value based on the interest rates and scheduled maturities applicable to the outstanding borrowings. At December 27, 2024, the fair value of the 5.90% Bonds and the 6.35% bonds is estimated to be $503.0 million and $624.2 million, respectively, based on Level 2 inputs. The fair value is determined by discounting future cash flows using interest rates available for issuances with similar terms and average maturities.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Revolving Credit Facility and Term Loans

The Company and certain of its subsidiaries maintain a sustainability-linked $2.25 billion unsecured revolving credit facility (the “Revolving Credit Facility”) established under a third amended and restated credit agreement, dated February 6, 2023 (the "Revolving Credit Agreement"), among Jacobs and certain of its subsidiaries as borrowers and a syndicate of U.S. and international banks and financial institutions. The credit extensions under the Revolving Credit Facility can be funded in U.S. dollars, British Sterling, Euros, Canadian dollars, Australian dollars, Swedish Krona, Singapore dollars and other agreed upon alternative currencies. The Revolving Credit Agreement also provides for a financial letter of credit sub facility of $400.0 million, permits performance letters of credit, and provides for a $100.0 million sub facility for swing line loans. Letters of credit are subject to fees based on the Company’s Consolidated Leverage Ratio and Debt Rating, whichever is more favorable to the Company.

The Revolving Credit Agreement amended and restated the second amended and restated credit agreement dated March 27, 2019, by and among JEGI and certain of its subsidiaries and a syndicate of banks and financial institutions, in order to, among other things, (a) extend the maturity date of the Revolving Credit Facility to February 6, 2028, (b) replace and adjust interest rates based on market conditions and incorporate a sustainability-linked pricing adjustment, (c) revise the commitment fee on the unused portion of the facility to a range of 0.10% to 0.25% depending on the higher of the pricing level associated with JEGI's Debt Rating or the Consolidated Leverage Ratio, (d) increase the Consolidated Leverage Ratio financial covenant to 3.50:1.00 (subject to temporary increases to 4.00:1.00 following the closing of certain material acquisitions), (e) eliminate the net worth financial covenant and (f) add the Company as a guarantor of the obligations of JEGI and its subsidiaries under the Revolving Credit Agreement.

The Company and JEGI maintain an unsecured delayed draft term loan facility (the “2021 Term Loan Facility”) established under an amended and restated term loan agreement dated February 6, 2023 (the "Amended and Restated Term Loan Agreement"), by and among the Company and JEGI and a syndicate of banks and financial institutions. JEGI borrowed $200.0 million and £650.0 million of term loans under the 2021 Term Loan Facility (reflecting scheduled maturities in February 2026 and September 2025, respectively) and the proceeds of such term loans were used primarily to fund JEGI's investment in PA Consulting. The Amended and Restated Term Loan Agreement amended and restated the term loan agreement dated January 15, 2021, by and among JEGI and a syndicate of U.S. banks and financial institutions to, among other things: (a) extend the maturity date of the U.S. dollar term loan to February 6, 2026 and the British sterling term loan to September 1, 2025, (b) replace and adjust interest rates based on market conditions and incorporate a sustainability-linked pricing adjustment, (c) increase the Consolidated Leverage Ratio financial covenant to 3.50:1.00 (subject to temporary increases to 4.00:1.00 following the closing of certain material acquisitions), (d) eliminate the net worth financial covenant, and (e) add Jacobs as a guarantor of the obligations of JEGI under the Amended and Restated Term Loan Agreement.

During the fourth quarter of fiscal 2023, the Company repaid $80.0 million of the USD portion of the 2021 Term Loan Facility.

In the fourth quarter of fiscal 2022, the Revolving Credit Facility and 2021 Term Loan Facility were amended to permit the Holding Company Reorganization.

On December 20, 2023, the Revolving Credit Facility and 2021 Term Loan Facility were amended to adjust the point in time at which certain compliance thresholds are tested in connection with the Separation Transaction.

On April 10, 2024, the 2021 Term Loan Facility was amended to permit the potential exchange of Jacobs' retained equity stake in the combined company after the Separation Transaction for the effective repayment of a portion of the Term Loan Facility.

We were in compliance with the covenants under the Revolving Credit Facility and 2021 Term Loan Facility at December 27, 2024.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

5.90% Bonds, due 2033

On February 16, 2023, JEGI completed an offering of $500 million aggregate principal amount of 5.90% Bonds due 2033 (the “5.90% Bonds”). The 5.90% Bonds are fully and unconditionally guaranteed by the Company (the “5.90% Bonds Guarantee”). The 5.90% Bonds and the 5.90% Bonds Guarantee were offered pursuant to a prospectus supplement, dated February 13, 2023, to the prospectus dated February 6, 2023, that forms a part of the Company's and JEGI’s automatic shelf registration statement on Form S-3ASR previously filed with the SEC, and were issued pursuant to an Indenture, dated as of February 16, 2023, between JEGI, as issuer, the Company, as guarantor, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended and supplemented by the First Supplemental Indenture, dated as of February 16, 2023 (the “First Supplemental Indenture”). Interest on the 5.90% Bonds is payable semi-annually in arrears on each March 1 and September 1, until maturity. The 5.90% Bonds bear interest at 5.90% per annum, subject to adjustments as discussed in note (5) to the table above.

Prior to December 1, 2032 (the “5.90% Bonds Par Call Date”), JEGI may redeem the 5.90% Bonds at its option, in whole or in part, at any time and from time to time, at the redemption price calculated by JEGI (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the 5.90% Bonds being redeemed, assuming that such 5.90% Bonds matured on the 5.90% Bonds Par Call Date, discounted to the redemption date on a semiannual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the First Supplemental Indenture) plus 35 basis points, less (b) interest accrued to the redemption date, and (2) 100% of the principal amount of such 5.90% Bonds to be redeemed, plus, in either case, accrued and unpaid interest on the 5.90% Bonds, if any, to, but excluding, the redemption date. At any time and from time to time on or after the 5.90% Bonds Par Call Date, JEGI may redeem the 5.90% Bonds, at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the 5.90% Bonds to be redeemed, plus accrued and unpaid interest thereon, if any, up to, but excluding, the redemption date.

6.35% Bonds, due 2028

On August 18, 2023, JEGI completed an offering of $600 million aggregate principal amount of 6.35% Bonds due 2028 (the “6.35% Bonds”). The 6.35% Bonds are fully and unconditionally guaranteed by the Company (the “6.35% Bonds Guarantee”). The 6.35% Bonds and the 6.35% Bonds Guarantee were offered pursuant to a prospectus supplement, dated August 15, 2023, to the prospectus dated February 6, 2023, that forms a part of the Company and JEGI’s automatic shelf registration statement on Form S-3ASR previously filed with the SEC, and were issued pursuant to the Indenture, as amended and supplemented by the Second Supplemental Indenture, dated as of August 18, 2023 (the “Second Supplemental Indenture”). Interest on the 6.35% Bonds is payable semi-annually in arrears on each February 18 and August 18, until maturity. The Notes will bear interest at a rate of 6.35% per annum and will mature on August 18, 2028. The 6.35% Bonds bear interest at 6.35% per annum.

Prior to July 18, 2028 (the “6.35% Bonds Par Call Date”), JEGI may redeem the 6.35% Bonds at its option, in whole or in part, at any time and from time to time, at the redemption price calculated by JEGI (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the 6.35% Bonds being redeemed, assuming that such 6.35% Bonds matured on the 6.35% Bonds Par Call Date, discounted to the redemption date on a semiannual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the Second Supplemental Indenture) plus 30 basis points, less (b) interest accrued to the redemption date, and (2) 100% of the principal amount of such 6.35% Bonds to be redeemed, plus, in either case, accrued and unpaid interest on the 6.35% Bonds, if any, to, but excluding, the redemption date. At any time and from time to time on or after the 6.35% Bonds Par Call Date, JEGI may redeem the 6.35% Bonds, at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the 6.35% Bonds to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.

Other arrangements

During fiscal 2020, the Company entered into interest rate and cross currency derivative contracts to swap a portion of our variable rate debt to fixed rate debt. See Note 18- Commitments and Contingencies and Derivative Financial Instruments for discussion regarding the Company's derivative instruments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The Company has issued $0.5 million in letters of credit under the Revolving Credit Facility, leaving $1.74 billion of available borrowing capacity under the Revolving Credit Facility at December 27, 2024. In addition, the Company had issued $282.8 million under various separate, committed and uncommitted letter-of-credit facilities for issued letters of credit totaling $283.3 million at December 27, 2024.

13.    Leases

The components of lease expense (reflected in selling, general and administrative expenses ("SG&A")) for the three months ended December 27, 2024 and December 29, 2023 were as follows (in thousands):

	Three Months Ended
	December 27, 2024		December 29, 2023
Lease expense
Operating lease expense	$	27,542	$	29,503
Variable lease expense	8,022		8,500
Sublease income	(5,390)		(4,660)
Total lease expense	$	30,174	$	33,343

Supplemental information related to the Company's leases for the three months ended December 27, 2024 and December 29, 2023 was as follows (in thousands):

	Three Months Ended
	December 27, 2024		December 29, 2023
Cash paid for amounts included in the measurements of lease liabilities	$	38,387	$	39,609
Right-of-use assets obtained in exchange for new operating lease liabilities	$	10,396	$	6,813
Weighted average remaining lease term - operating leases	5.6 years		5.9 years
Weighted average discount rate - operating leases	3.8%		3.5%

Total remaining lease payments under the Company's leases for the remainder of fiscal 2025 and for the succeeding years is as follows (in thousands):

Fiscal Year	Operating Leases
2025	$	102,786
2026	114,775
2027	95,185
2028	77,687
2029	57,667
Thereafter	106,726
	554,826
Less Interest	(56,567)
	$	498,259

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

14.    Pension and Other Postretirement Benefit Plans

The following table presents the components of net periodic pension benefit expense recognized in earnings during the three months ended December 27, 2024 and December 29, 2023 (in thousands):

	Three Months Ended
	December 27, 2024		December 29, 2023
Component:
Service cost	$	2,499	$	2,261
Interest cost	20,402		21,560
Expected return on plan assets	(24,687)		(23,726)
Amortization of previously unrecognized items	3,002		1,949
Total net periodic pension benefit expense recognized	$	1,216	$	2,044

The service cost component of net periodic pension benefit is presented in the same line item as other compensation costs (direct cost of contracts and selling, general and administrative expenses) and the other components of net periodic pension expense are presented in miscellaneous income (expense), net on the Consolidated Statements of Earnings.

The following table presents certain information regarding the Company’s cash contributions to our pension plans for fiscal 2025 (in thousands):

Cash contributions made during the first three months of fiscal 2025	$	4,836
Cash contributions projected for the remainder of fiscal 2025	30,806
Total	$	35,642

15.Discontinued Operations

Separation of Critical Mission Solutions (“CMS”) and Cyber & Intelligence (“C&I”) Businesses

On September 27, 2024, Jacobs completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its CMS and portions of its DVS business to Amazon Holdco Inc., a Delaware corporation ("SpinCo"), which has since been renamed Amentum Holdings, Inc., (ii) Jacobs then effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo Common Stock, by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs Common Stock was entitled to receive one share of SpinCo Common Stock for each share of Jacobs common stock held as of the record date, September 23, 2024, and (iii) finally, Amentum Parent Holdings LLC merged with and into SpinCo, with SpinCo surviving the merger. Amentum Holdings, Inc., as the surviving entity of the Separation Transaction is now an independent public company with common stock listed on the New York Stock Exchange under the symbol “AMTM” (“Amentum”).

In connection and in accordance with the terms of the Separation Transaction, prior to the Distribution and the Merger, Jacobs received a cash payment from SpinCo of approximately $911 million, after adjustments based on the levels of cash, debt and working capital in the SpinCo Business, which continues to be subject to final settlement between the parties, as set forth in the Agreement and Plan of Merger, dated as of November 20, 2023 (as amended, the “Merger Agreement").

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Summarized Financial Information of Discontinued Operations

The following table represents earnings from discontinued operations, net of tax (in thousands):

	Three Months Ended
	December 27, 2024		December 29, 2023
Revenues	$	64	$	1,348,998
Direct cost of contracts	(60)		(1,163,190)
Gross profit	4		185,808
Selling, general and administrative expense	(1,348)		(123,745)
Operating (Loss) Profit	(1,344)		62,063
Other income, net	—		482
(Loss) Earnings Before Taxes from Discontinued Operations	(1,344)		62,545
Income Tax Benefit (Expense)	343		(15,332)
Net (Loss) Earnings of the Group from Discontinued Operations	(1,001)		47,213
Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations	—		(3,375)
Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations	$	(1,001)	$	43,838

Notable components included in our Consolidated Statements of Cash Flows for these discontinued operations are as follows (in thousands):

	For the Three Months Ended
	December 27, 2024		December 29, 2023
Depreciation and amortization:
Property, equipment and improvements	$	—	$	3,475
Intangible assets	$	—	$	14,187
Deferred income taxes	$	—	$	(6,206)
Additions to property and equipment	$	—	$	(2,340)

There were no assets and liabilities held for spin as of September 27, 2024.

Investment in Amentum Stock

As a result of the Separation Transaction on September 27, 2024, Jacobs held approximately 29 million of the outstanding shares of AMTM common stock initially recorded on a net book value basis under spin-off accounting rules.

Following the Merger and in accordance with the Escrow Agreement, Jacobs transferred 11 million shares of AMTM shares into escrow to be held and distributed between the parties to the Escrow Agreement based on terms and conditions set forth in the Merger Agreement, with final settlement of the shares between the parties (and associated financial statement impacts, if any) expected to be completed in fiscal 2025. To the extent the Company and its shareholders become entitled to any portion of the contingent consideration, the first 0.5% of the outstanding shares of AMTM will be released from escrow and delivered to the Company. Any further contingent consideration to which we and our shareholders may become entitled will be distributed on a pro rata basis to shareholders as of a record date to be determined in the future. Any shares of contingent consideration to which we and our shareholders do not become entitled to receive will be delivered to the former equity holder of Amentum.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

The Company's investment in AMTM shares (including shares held in escrow) is measured at fair value through net income as it is an investment in equity securities with a readily determinable fair value of approximately $597.9 million as of December 27, 2024. Additionally, fair value ("market") mark-to market losses of approximately $145.2 million were recorded in Miscellaneous income (expense), net during the first quarter of fiscal 2025 in association with the total AMTM share positions held. Further, as quoted market prices are available for these securities in an active market, the fair value measurement of the shares is categorized as a Level 1 input.

The Company intends to dispose of all of its final determined investment in AMTM shares within 12 months of the completion of the Separation and the Distribution, but there can be no assurance regarding the ultimate timing of such divestiture. The Company cannot predict the trading price of shares of Amentum’s common stock and the market value of the Amentum shares are subject to market volatility and other factors outside of our control. Unanticipated developments could delay, prevent or otherwise adversely affect the divestiture, including but not limited to financial market conditions.

Transition Services Agreement

Upon closing of the Separation Transaction, the Company entered into a Transition Services Agreement (the "TSA") with Amentum pursuant to which the Company, on an interim basis, will provide various services to Amentum including corporate, information technology, and project services. The initial term of the TSA began immediately following the closing of the transaction on September 27, 2024 and expires in September 2025. Pursuant to the terms of the TSA, the Company will receive payments for the interim services. Since inception of the TSA agreement, the Company has recognized costs recorded in SG&A expense incurred to perform the TSA, offset by $11.4 million in TSA related income for such services that is reported in miscellaneous income (expense) for the three month period ended December 27, 2024.

Sale of Energy, Chemicals and Resources ("ECR") Business

On April 26, 2019, Jacobs completed the sale of its Energy, Chemicals and Resources ("ECR") business to Worley Limited, a company incorporated in Australia ("Worley"), for a purchase price of $3.4 billion consisting of (i) $2.8 billion in cash plus (ii) $58.2 million ordinary shares of Worley, subject to adjustments for changes in working capital and certain other items. For the three months ended December 27, 2024 and December 29, 2023, $0 and $(0.6) million were reported in Net Earnings Attributable to Jacobs from Discontinued Operations on the Consolidated Statement of Earnings related to ECR.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

16.    PA Consulting Redeemable Noncontrolling Interests

In connection with the Company's strategic investment in PA Consulting, the Company recorded redeemable noncontrolling interests, including subsequent purchase accounting adjustments, representing the noncontrolling interest holders' equity interests in the form of preferred and common shares of PA Consulting, with substantially all of the value associated with these interests allocable to the preferred shares.

During the first quarter of 2025 and 2024, PA Consulting repurchased certain shares of the redeemable noncontrolling interest holders for cash amounts of $3.7 million and $24.4 million, respectively. The difference between the cash purchase prices and the recorded book values of these repurchased interests was recorded in the Company’s consolidated retained earnings. The Company held approximately 70% of the outstanding ownership of PA Consulting as of December 27, 2024 and September 27, 2024.

During the first quarter of 2025, there was a $0.04 increase in earnings per share resulting from adjustments to the redeemable noncontrolling interests to reflect the reduction of the excess in the redemption values over fair values of the B common shares component of the redeemable equity. During the first quarter of 2024, there was a $0.01 increase in earnings per share resulting from redemption value adjustments associated with redeemable noncontrolling interests preference share repurchase and reissuance activities that were recorded.

The changes above had no impact on the Company’s overall results of operations, financial position or cash flows. See Note 6- Earnings Per Share and Certain Related Information for more information.

Changes in the redeemable noncontrolling interests during the three months ended December 27, 2024 are as follows (in thousands):

Balance at September 27, 2024	$	820,182
Accrued Preferred Dividend to Preference Shareholders	18,867
Attribution of Preferred Dividend to Common Shareholders	(18,867)
Net earnings attributable to redeemable noncontrolling interests to Common Shareholders	7,047
Redeemable Noncontrolling interests redemption value adjustment	(54)
Repurchase of redeemable noncontrolling interests	(4,712)
Cumulative translation adjustment and other	(27,870)
Balance at December 27, 2024	$	794,593

In addition, certain employees and non-employees of PA Consulting are eligible to receive equity-based incentive grants in the future under the terms of the applicable agreements. During the first three months of fiscal 2025 and 2024, the Company recorded $5.9 million and $1.6 million, respectively, in expenses associated with these agreements which is reflected in selling, general and administrative expenses in the consolidated statements of earnings.

The Company, through its investment in PA Consulting, held $0.8 million and $2.1 million at December 27, 2024 and September 27, 2024, respectively, in cash that is restricted from general use and is included in Prepaid expenses and other in the Company's Consolidated Balance Sheets.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

17.    Restructuring and Other Charges

During fiscal 2023, the Company implemented restructuring and separation initiatives relating to the Separation Transaction which are expected to continue through fiscal 2025. Restructuring initiatives were also implemented during fiscal 2023 relating to our investment in PA Consulting, which is substantially completed. While restructuring activities for each of these programs are comprised mainly of employee termination costs, the separation activities and costs are primarily related to the engagement of outside services, dedicated internal personnel and other related costs dedicated to the Separation Transaction.

Collectively, the above-mentioned restructuring activities are referred to as “Restructuring and other charges.”

The following table summarizes the impacts of the Restructuring and other charges by operating segment for the three months ended December 27, 2024 and December 29, 2023 (in thousands):

	Three Months Ended
	December 27, 2024		December 29, 2023
Infrastructure & Advanced Facilities	$	14,976	$	37,179
PA Consulting	(236)		1,175
Total	$	14,740	$	38,354
Amounts included in:
Operating profit (mainly SG&A) (1)	$	14,740	$	38,354
	$	14,740	$	38,354

(1)The three months ended December 27, 2024 and December 29, 2023 included approximately $15.0 million and $37.1 million, respectively, in restructuring and other charges mainly relating to the Separation Transaction (primarily professional services and employee separation costs).

The activity in the Company’s accruals for Restructuring and other charges for the three months ended December 27, 2024 is as follows (in thousands):

Balance at September 27, 2024	$	44,935
Net Charges (Credits)	14,740
Payments and other	(42,742)
Balance at December 27, 2024	$	16,933

The following table summarizes the Restructuring and other charges by major type of costs for the three months ended December 27, 2024 and December 29, 2023 (in thousands):

	Three Months Ended
	December 27, 2024		December 29, 2023
Lease Abandonments and Impairments	$	—	$	49
Terminations	385		11,142
Outside Services (1)	11,412		23,793
Other (2)	2,943		3,370
Total	$	14,740	$	38,354

(1) Amounts in the three months ended December 27, 2024 and December 29, 2023 are comprised of professional services relating to the Separation Transaction.

(2) Amounts in the three months ended December 27, 2024 and December 29, 2023 are comprised of charges relating to the Separation Transaction.

Page 28

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Cumulative amounts incurred to date for restructuring and other programs that were active as of December 27, 2024 by each major type of cost are as follows (in thousands):

Terminations	$	79,673
Outside Services	145,488
Other (1)	(1,157)
Total	$	224,004

(1)Cumulative amount includes a $35.2 million realized gain on interest rate swaps settled during the fourth quarter of fiscal 2024.

18.     Commitments and Contingencies and Derivative Financial Instruments

Derivative Financial Instruments

The Company is exposed to interest rate risk under its variable rate borrowings and additionally, due to the nature of the Company's international operations, we are at times exposed to foreign currency risk. As such, we sometimes enter into foreign exchange hedging contracts and interest rate hedging contracts in order to limit our exposure to fluctuating foreign currencies and interest rates.

During fiscal 2022, the Company entered into two treasury lock agreements with a total notional value of $500 million to manage its interest rate exposure to the anticipated issuance of fixed rate debt before December 2023. On February 13, 2023, the Company settled these treasury lock agreements and issued the 5.90% Bonds in the aggregate principal amount of $500 million, which resulted in the receipt of cash and a pre-tax gain of $37.4 million, which is being amortized to interest expense and recognized over the term of the 5.90% Bonds. See Note 12- Borrowings for further discussion relating to the terms of the 5.90% Bonds. The unrealized net gain on these instruments was $23.0 million and $23.6 million, net of tax, and is included in accumulated other comprehensive income as of December 27, 2024 and September 27, 2024, respectively.

In fiscal 2020 we entered into interest rate swap agreements to manage the interest rate exposure on our variable rate loans. By entering into the swap agreements, the Company converted the LIBOR and SONIA rate based liabilities into fixed rate liabilities, for periods ranging from five to ten years. As of December 27, 2024 and September 27, 2024, the Company has one outstanding instrument with a notional value of $200.0 million.

The fair value of the interest rate swap at December 27, 2024 and September 27, 2024 was $29.8 million and $23.0 million, respectively, included within miscellaneous other assets on the consolidated balance sheet. The unrealized net gain on the interest rate swap as of December 27, 2024 and September 27, 2024 was $22.4 million and $17.4 million, respectively, net of tax, and was included in accumulated other comprehensive income.

During fiscal 2023, the aggregate liability amounts denominated in U.S. dollars transitioned from underlying LIBOR benchmarked rates to the SOFR and the terms of the swaps were amended accordingly. The swaps were designated as cash-flow hedges in accordance with ASC 815, Derivatives and Hedging.

Additionally, the Company held foreign exchange forward contracts in currencies that support our operations, including British Pound, Australian Dollar and other currencies, with notional values of $693.4 million at December 27, 2024 and $827.3 million at September 27, 2024. The length of these contracts currently ranges from one to twelve months. The fair value of the foreign exchange contracts at December 27, 2024 was $(7.8) million, of which $(8.2) million is included within current liabilities and $0.4 million is included within current assets on the consolidated balance sheet as of December 27, 2024. The fair value of the contracts as of September 27, 2024 was $15.3 million, of which $15.8 million is included within current assets and $(0.5) million is included within current liabilities on the consolidated balance sheet as of September 27, 2024. Associated income statement impacts are included in miscellaneous income (expense) in the consolidated statements of earnings for both periods.

The fair value measurements of these derivatives are being made using Level 2 inputs under ASC 820, Fair Value Measurement, as the measurements are based on observable inputs other than quoted prices in active markets. We are exposed to risk from credit-related losses resulting from nonperformance by counterparties to our financial instruments. We perform credit evaluations of our counterparties under forward exchange and interest rate contracts and expect all counterparties to meet their obligations. We have not experienced credit losses from our counterparties.

Page 29

JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Contractual Guarantees, Legal Proceedings, Claims, Investigations and Insurance

In the normal course of business, we make contractual commitments (some of which are supported by separate guarantees) and on occasion we are a party in a litigation or arbitration proceeding. The litigation or arbitration in which we are involved includes personal injury claims, professional liability claims and breach of contract claims. Where we provide a separate guarantee, it is strictly in support of the underlying contractual commitment. Guarantees take various forms including surety bonds required by law, or standby letters of credit ("LOC" and also referred to as “bank guarantees”) or corporate guarantees given to induce a party to enter into a contract with a subsidiary. Standby LOCs are also used as security for advance payments or in various other transactions. The guarantees have various expiration dates ranging from an arbitrary date to completion of our work (e.g., engineering only) to completion of the overall project. We record in the Consolidated Balance Sheets amounts representing our estimated liability relating to such guarantees, litigation and insurance claims. Guarantees are accounted for in accordance with ASC 460-10, Guarantees, at fair value at the inception of the guarantee.

At December 27, 2024 and September 27, 2024, the Company had issued and outstanding approximately $283.3 million and $306.2 million, respectively, in LOCs and $2.6 billion and $2.3 billion, respectively, in surety bonds.

We maintain insurance coverage for most insurable aspects of our business and operations. Our insurance programs have varying coverage limits depending upon the type of insurance and include certain conditions and exclusions which insurance companies may raise in response to any claim that is asserted by or against the Company. We have also elected to retain a portion of losses and liabilities that occur through using various deductibles, limits, and retentions under our insurance programs. As a result, we may be subject to a future liability for which we are only partially insured or completely uninsured. We intend to mitigate any such future liability by continuing to exercise prudent business judgment in negotiating the terms and conditions of the contracts which the Company enters with its clients. Our insurers are also subject to business risk and, as a result, one or more of them may be unable to fulfill their insurance obligations due to insolvency or otherwise.

Additionally, as a contractor providing services to the U.S. federal government, we are subject to many types of audits, investigations, and claims by, or on behalf of, the government including with respect to contract performance, pricing, cost allocations, procurement practices, labor practices, and socioeconomic obligations. Furthermore, our income, franchise, and similar tax returns and filings are also subject to audit and investigation by the Internal Revenue Service, most states within the United States, as well as by various government agencies representing jurisdictions outside the United States.

Our Consolidated Balance Sheets include amounts representing our probable estimated liability relating to such claims, guarantees, litigation, audits, and investigations. We perform an analysis to determine the level of reserves to establish for insurance-related claims that are known and have been asserted against us, as well as for insurance-related claims that are believed to have been incurred based on actuarial analysis but have not yet been reported to our claims administrators as of the respective balance sheet dates. We include any adjustments to such insurance reserves in our consolidated results of operations. Insurance recoveries are recorded as assets if recovery is probable and estimated liabilities are not reduced by expected insurance recoveries.

The Company believes, after consultation with counsel, that such guarantees, litigation, U.S. government contract-related audits, investigations and claims, and income tax audits and investigations should not have a material adverse effect on our consolidated financial statements, beyond amounts currently accrued.

19.    Segment Information

The Company's two operating segments are comprised of Infrastructure and Advanced Facilities ("I&AF") and its majority investment in PA Consulting. Subsequent to the Separation Transaction, the SpinCo businesses are now presented as discontinued operations for all periods and therefore not reflected in the segment disclosures below. For further information, refer to Note 15- Discontinued Operations.

The Company’s Chief Executive Officer is the Chief Operating Decision Maker (“CODM”) and evaluates the performance of each of these segments and make appropriate resource allocations among each of the segments. For purposes of the Company’s goodwill impairment testing, it has been determined that the Company’s operating segments are also its reporting units based on management’s conclusion that the components comprising each of its operating segments share similar economic characteristics and meet the aggregation criteria for reporting units in accordance with ASC 350, Intangibles-Goodwill and Other.

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JACOBS SOLUTIONS INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

Financial information for each segment is reviewed by the CODM to assess performance and make decisions regarding the allocation of resources. The CODM evaluates the operating performance of our operating segments using segment operating profit. The Company incurs certain SG&A that relate to its business as a whole which are not allocated to the segments.

The following tables present total revenues and segment operating profit from continuing operations for each reportable segment (in thousands) and includes a reconciliation of segment operating profit to total U.S. GAAP operating profit by including certain corporate-level expenses, Restructuring and other charges (as defined in Note 17- Restructuring and Other Charges) and transaction and integration costs (in thousands).

	For the Three Months Ended
	December 27, 2024		December 29, 2023
Revenues from External Customers:
Infrastructure & Advanced Facilities	$	2,626,208	$	2,504,226
PA Consulting	306,748		306,001
Total	$	2,932,956	$	2,810,227			For the Three Months Ended
---	---	---	---	---
	December 27, 2024		December 29, 2023
Segment Operating Profit:
Infrastructure & Advanced Facilities (1)	$	157,776	$	128,892
PA Consulting	66,738		54,455
Total Segment Operating Profit	224,514		183,347
Restructuring, Transaction and Other Charges (2)	(16,096)		(41,347)
Total U.S. GAAP Operating Profit	208,418		142,000
Total Other (Expense) Income, net (3)	(155,271)		(38,795)
Earnings from Continuing Operations Before Taxes	$	53,147	$	103,205		(1)	Segment operating profit for Infrastructure & Advanced Facilities includes consolidated intangibles amortization of $38.7 million and $36.9 million and other corporate transaction related costs for the three months ended December 27, 2024 and December 29, 2023, respectively. Excluding these amounts, operating profit for the segment was $210.3 million and $167.4 million, respectively.
---	---
(2)	The three months ended December 27, 2024 and December 29, 2023 included $15.0 million and $37.1 million, respectively, of restructuring and other charges mainly relating to the Separation Transaction (primarily professional services and employee separation costs).
(3)	The three months ended December 27, 2024 included $145.2 million in mark-to-market losses associated with our investment in Amentum stock in connection with the Separation Transaction.

See also the further description of results of operations for our operating segments in Item 2- Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Page 31

Item 2.        Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General

The purpose of this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is to provide a narrative analysis explaining the reasons for material changes in the Company’s (i) financial condition from the most recent fiscal year-end to December 27, 2024 and (ii) results of operations during the current fiscal period(s) as compared to the corresponding period(s) of the preceding fiscal year. In order to better understand such changes, readers of this MD&A should also read:

•The discussion of the critical and significant accounting policies used by the Company in preparing its consolidated financial statements. The most current discussion of our critical accounting policies appears in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Form 10-K, and the most current discussion of our significant accounting policies appears in Note 2- Significant Accounting Polices in Notes to Consolidated Financial Statements of our 2024 Form 10-K;

•The Company’s fiscal 2024 audited consolidated financial statements and notes thereto included in our 2024 Form 10-K; and

•Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2024 Form 10-K.

In addition to historical information, this MD&A and other parts of this Quarterly Report on Form 10-Q contain forward-looking statements within the meaning of the United States 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,” "target," "goal" and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make concerning the financial condition and results of operations and our expectations as to our future growth, prospects, financial outlook and business strategy and any assumptions underlying any of the foregoing. Although such statements are based on management’s current estimates and expectations, and/or currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain, and you should not place undue reliance on such statements as actual results may differ materially. We caution the reader that there are a variety of risks, uncertainties and other factors that could cause actual results to differ materially from what is contained, projected or implied by our forward-looking statements. Such factors include but are not limited to:

•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 and stock market volatility, instability in the banking industry, labor shortages, or the impact of a possible recession or economic downturn or changes to monetary or fiscal policies or priorities in the U.S. and the countries where we do business on our results, prospects and opportunities;

•competition from existing and future competitors in our target markets, as well as the possible reduction in demand for certain of our product solutions and services, including delays in the timing of the award of projects or reduction in funding, or the abandonment of ongoing or anticipated projects due to the financial condition of our clients and suppliers or due to governmental budget constraints or changes to governmental budgetary priorities, or the inability of our clients to meet their payment obligations in a timely manner or at all;

•our ability to fully execute on our corporate strategy, including (i) uncertainties as to the impact of the completed Separation Transaction (as defined below) on our business, such as a possible impact on our credit profile or our ability to operate as a separate public-company without the benefit of the resources and capabilities divested as part of the SpinCo Business (as defined below), the possibility that the Separation Transaction will not result in the intended benefits to us or our shareholders, that we will not realize the value expected to be derived from the disposition of our retained stake in Amentum (as defined below), or that we will incur unexpected costs, charges or expenses related to the provision of transition services in connection with the Separation Transaction, (ii) the impact of acquisitions, strategic alliances, divestitures, and other strategic events resulting from evolving business strategies, including on our ability to maintain our culture and retain key personnel, customers or suppliers, or our ability to achieve the cost-savings and synergies contemplated by our recent acquisitions within the expected time frames or to achieve them fully and to successfully integrate acquired businesses while retaining key personnel, and (iii) our ability to invest in the tools needed to implement our strategy;

Page 32

•financial market risks that may affect us, including by affecting our access to capital, the cost of such capital and/or our funding obligations under defined benefit pension and post-retirement plans;

•legislative changes, including potential changes to the amounts provided for, under the Infrastructure Investment and Jobs Act, as well as other legislation and executive orders related to governmental spending, and changes in U.S. or foreign tax laws, statutes, rules, regulations or ordinances, including the impact of, and changes to, tariffs or trade policies that may adversely impact our future financial position or results of operations;

•increased geopolitical 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, including the Russia-Ukraine and Israel-Hamas conflicts and the escalating tensions in the Middle East, among others; and

•the impact of any pandemic, and any resulting economic downturn on our results, prospects and opportunities, measures or restrictions imposed by governments and health officials in response to the pandemic, as well as the inability of governments in certain of the countries in which we operate to effectively mitigate the financial or other impacts of any future pandemics or infectious disease outbreaks on their economies and workforces and our operations therein.

The foregoing factors and potential future developments are inherently uncertain, unpredictable and, in many cases, beyond our control. For a description of these and additional factors that may occur that could cause actual results to differ from our forward-looking statements, see the Company’s filings with the U.S. Securities and Exchange Commission, including in particular the discussions contained in our fiscal 2024 Form 10-K under Item 1 - Business, Item 1A - Risk Factors, Item 3 - Legal Proceedings, and Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations; and in this Quarterly Report on Form 10-Q under Part I, Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations, and Part II, Item 1 - Legal Proceedings and Item 1A - Risk Factors. We undertake no obligation to release publicly any revisions or updates to any forward-looking statements. We encourage you to read carefully the risk factors, as well as the financial and business disclosures contained in this Quarterly Report on Form 10-Q and in other documents we file from time to time with the United States Securities and Exchange Commission (the "SEC").

Business Overview

At Jacobs, our foundation guides us to create a more connected and sustainable world.

We are challenging today to reinvent tomorrow - delivering outcomes and solutions for the world’s most complex challenges. With a team of approximately 45,000, we provide end-to-end services in advanced manufacturing, cities & places, energy, environmental, life sciences, transportation and water markets. From advisory and consulting, feasibility, planning, design, program and lifecycle management, we are creating a more connected and sustainable world.

Whether tackling water scarcity, aging infrastructure, access to life-saving therapies or sophisticated cyberattacks, we take on some of the world’s biggest challenges, bringing a different way of thinking to everything we do. We channel our creativity, agility and our domain expertise to create value for our clients and society.

Over the last seven years, Jacobs has been on a transformation journey, starting with a re-emphasis on business excellence, our culture and brand, and evolving our portfolio to become a science-based consulting and advisory solutions provider focused on delivering solutions for some of the world’s most complex sustainability, critical infrastructure and advanced manufacturing challenges. This transformation included acquiring a 65% stake in PA Consulting Group Limited ("PA Consulting") in fiscal 2021. Acquisitions of BlackLynx and StreetLight further positioned us as a leader in high-value critical infrastructure and technology-enabled solutions.

In March of 2022, Jacobs launched Boldly Moving Forward, a three-year strategy that builds on our success over the preceding three years to take advantage of a new lens crafted from the incredible pace of change in the world and in our markets. We are now focused on broadening our leadership in high growth sectors aligned with long-term secular trends, such as infrastructure renewal and investment, and the global transition to more sustainable ways of living.

Our strategy is driven by our purpose to create a more connected, sustainable world, applying our values and delivering on our brand promise of “Challenging today. Reinventing tomorrow.” Extensive evaluation of global trends, capabilities and markets identified three growth accelerators: Climate Response, Data Solutions, and Consulting & Advisory, which cut across our entire organization and key sectors creating connections among global market trends, our

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client solutions and our company purpose. Our three growth accelerators are delivering significant value for our clients, positioning Jacobs for high-margin growth while advancing sustainability and social value in our communities.

Today, our clients face a rapidly changing world - navigating multifaceted challenges such as the increasing pace of technological change, budget and supply chain limitations, global climate change events and complex geopolitical conditions. At Jacobs, we strive to help them meet these challenges.

Climate Response

As a purpose-led company, we know we have a pivotal role to play across the entire Climate Response value chain – focusing on end-to-end solutions in energy transition, decarbonization, adaptation and resilience, and regenerative and nature-based climate solutions.

Data Solutions

We are harnessing our data and digital capabilities, products and tools to help our clients operate more efficiently in a safe environment and capitalize on their data more than ever before. We invest in big data, technology-enhanced and artificial intelligence solutions to help clients find better, safer and more agile ways of working. We provide solutions in data analytics and insights, digital architecture, advisory and transformation, software development and cybersecurity and operational technology.

Consulting and Advisory

Together with our visionary partner, PA Consulting, we're expanding our position in high-end advisory services and deploying our collective strengths to create significant opportunities for our clients to adapt, innovate and transform.

Operating Segments

The services we provide to our markets fall into the following two operating segments: 1) Infrastructure & Advanced Facilities and 2) our majority investment in PA Consulting. For additional information regarding our segments, including information about our financial results by segment and financial results by geography, see Note 19- Segment Information and Note 5- Revenue Accounting for Contracts of Notes to Consolidated Financial Statements.

Infrastructure & Advanced Facilities (I&AF)

Jacobs' Infrastructure & Advanced Facilities line of business provides end-to-end solutions for our clients’ most complex challenges related to climate change, energy transition, connected mobility, buildings and infrastructure, integrated water management and biopharmaceutical manufacturing. In doing so, we combine deep experience in the following end markets - Critical Infrastructure, Water & Environmental and Life Sciences & Advanced Manufacturing. Our core skills revolve around consulting, planning, architecture, design, engineering, infrastructure delivery services including project, program and construction management and long-term operation of facilities. Solutions are delivered as standalone professional service engagements, comprehensive program management partnerships, and selective progressive design-build and construction management at-risk delivery services. Increasingly, we use data science and technology-enabled expertise to deliver positive and enduring outcomes for our clients and communities.

Our clients include national, state and local governments in the U.S., Europe, U.K., Middle East, and Asia Pacific, and multinational and local private sector clients throughout the world.

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PA Consulting

Jacobs invested in a 65% stake in PA Consulting, the global innovation and transformation consultancy firm. PA Consulting accelerates new growth ideas from concept, through design and development and to commercial success, and revitalizes organizations, building leadership, culture, systems and processes to make innovation a reality. PA Consulting's global team of approximately 4,000, which includes strategists, innovators, designers, consultants, digital experts, scientists, engineers and technologists, work across seven sectors: consumer and manufacturing, defense and security, energy and utilities, financial services, government, health and life sciences, and transport to make a positive impact alongside the clients it supports, bringing ingenuity to life.

PA Consulting has a diverse mix of private and public sector clients. Private sector clients include global household names like Unilever, Microsoft, and Pret A Manger, and start-ups like PulPac, which converts plant fibers into sustainable packaging to reduce single-use plastic. PA's work includes creating more sustainable airports with Amsterdam Airport Schiphol and accelerating the energy transition with Invenergy and energyRe, to new digital platforms for the American College of Emergency Physicians, pioneering medtech with Hubly Surgical, and resilient banking with Bankomat. Public sector clients include the U.K.'s Ministry of Defence, National Highways, The Norwegian Labour and Welfare Administration, and The Danish Tax Agency.

The Company is deploying the collective strengths of Jacobs and PA Consulting to create significant opportunities for our clients. Alongside Copenhagen Metro – one of the most advanced public transport systems in Europe – we’re providing strategic management and technical services to support its operations and maintenance. We’re also supporting the Frederick Douglass Tunnel program, one of the largest national transportation infrastructure investments in the U.S. Drawing on our extensive experience with Louisiana’s critical state infrastructure, we’re developing a comprehensive offshore wind roadmap for the Louisiana Department of Energy and Natural Resources, U.S. that aims to promote the state’s energy independence, diversification and security while developing its workforce and local economy. Supporting the U.K.’s decarbonization and energy security future, we are delivering technical project management support to the U.K. Department for Energy Security & Net Zero’s Carbon Capture, Usage and Storage program, an essential element of the U.K.’s commitment to deliver a net-zero economy by 2050.

Separation of Critical Mission Solutions (CMS) and Cyber & Intelligence (C&I)

On September 27, 2024, Jacobs Solutions Inc. ("Jacobs") completed the previously announced Reverse Morris Trust transaction pursuant to which (i) Jacobs first transferred its Critical Mission Solutions business (“CMS”) and portions of the Divergent Solutions (“DVS”) business (referred to herein as the Cyber & Intelligence business (“C&I”) and together with CMS referred to as the “SpinCo Business”), to Amazon Holdco Inc., a Delaware corporation, which has been renamed Amentum Holdings, Inc. (“SpinCo”) (the “Separation”), (ii) Jacobs then effectuated a spin-off of SpinCo by distributing 124,084,108 shares of SpinCo common stock, par value $0.01 per share (the “SpinCo Common Stock”), by way of a pro rata distribution to its shareholders such that each holder of shares of Jacobs common stock, par value $1.00 per share (the “Jacobs Common Stock”) was entitled to receive one share of SpinCo Common Stock for each share of Jacobs Common Stock held as of the record date, September 23, 2024 (the “Distribution”), and (iii) finally, Amentum Parent Holdings LLC merged with and into SpinCo, with SpinCo surviving the merger (the “Merger” and together with the Separation and the Distribution, the “Separation Transaction”). The surviving entity of the Separation Transaction is now an independent public company with common stock listed on the New York Stock Exchange under the symbol “AMTM” (“Amentum”).

As a result of the Separation Transaction, substantially all SpinCo Business-related assets and liabilities have been separated and distributed (the "Disposal Group"). The Company determined that the Disposal Group should be reported as discontinued operations in accordance with ASC 205-20, Discontinued Operations because their disposal represents a strategic shift that had a major effect on operations and financial results. As such, the financial results of the SpinCo Business are reflected in our Consolidated Statements of Earnings as discontinued operations for all periods presented. No amounts remained held for spin at the end of fiscal 2024. See Note 15- Discontinued Operations.

Prior to the Separation Transaction, Jacobs’ Critical Mission Solutions line of business provided a full spectrum of solutions for clients to address evolving challenges like digital transformation and modernization, national security and defense, space exploration, digital asset management, the clean energy transition, and nuclear decommissioning and cleanup. Clients included government agencies, as well as private sector clients mainly in the aerospace, automotive, motorsports, energy and telecom sectors. Prior to the Separation Transaction, the DVS business unit served as the core foundation for developing and delivering innovative, next-generation cloud, cyber, data and digital technologies. DVS clients included government agencies and commercial clients in the U.S. and international markets. Certain portions of the DVS business were retained and are now part of I&AF, which include advising digital strategy and transformation and

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developing digital solutions that facilitate capital, operational and cybersecurity decisions for our clients across our segments and their end markets.

Results of Operations for the three months ended December 27, 2024 and December 29, 2023

(in thousands, except per share information)

	For the Three Months Ended
	December 27, 2024		December 29, 2023
Revenues	$	2,932,956	$	2,810,227
Direct cost of contracts	(2,211,689)		(2,145,497)
Gross profit	721,267		664,730
Selling, general and administrative expenses	(512,849)		(522,730)
Operating Profit	208,418		142,000
Other Income (Expense):
Interest income	9,656		7,519
Interest expense	(34,820)		(43,350)
Miscellaneous expense	(130,107)		(2,964)
Total other expense, net	(155,271)		(38,795)
Earnings from Continuing Operations Before Taxes	53,147		103,205
Income Tax (Expense) Benefit from Continuing Operations	(57,149)		31,610
Net (Loss) Earnings of the Group from Continuing Operations	(4,002)		134,815
Net (Loss) Earnings of the Group from Discontinued Operations, net of tax	(1,001)		46,639
Net (Loss) Earnings of the Group	(5,003)		181,454
Net Earnings Attributable to Noncontrolling Interests from Continuing Operations	(6,080)		(3,851)
Net Earnings Attributable to Redeemable Noncontrolling interests	(7,047)		(2,618)
Net (Loss) Earnings Attributable to Jacobs from Continuing Operations	(17,129)		128,346
Net Earnings Attributable to Noncontrolling Interests from Discontinued Operations	—		(3,375)
Net (Loss) Earnings Attributable to Jacobs from Discontinued Operations	(1,001)		43,264
Net (Loss) Earnings Attributable to Jacobs	$	(18,130)	$	171,610
Net Earnings Per Share:
Basic Net (Loss) Earnings from Continuing Operations Per Share	$	(0.10)	$	1.03
Basic Net (Loss) Earnings from Discontinued Operations Per Share	$	(0.01)	$	0.34
Basic (Loss) Earnings Per Share	$	(0.11)	$	1.37
Diluted Net (Loss) Earnings from Continuing Operations Per Share	$	(0.10)	$	1.03
Diluted Net (Loss) Earnings from Discontinued Operations Per Share	$	(0.01)	$	0.34
Diluted (Loss) Earnings Per Share	$	(0.11)	$	1.37

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Overview – Three Months Ended December 27, 2024

Net loss attributable to the Company from continuing operations for the first fiscal quarter of 2025 was $(17.1) million (or $(0.10) per diluted share), a decrease of $145.5 million, from net earnings of $128.3 million (or $1.03 per diluted share) for the corresponding period last year. Included in the Company’s operating results from continuing operations for the first fiscal quarter of 2025 were $145.2 million in pre-tax fair value losses recorded in miscellaneous (expense) income, net, associated with our investment held in Amentum stock after finalization of the Separation Transaction as well as pre-tax Restructuring and other charges and transaction costs of $16.1 million associated primarily to expenses incurred relating to the Separation Transaction (primarily professional services and employee separation costs), compared to 2024 amounts of $41.4 million, which are discussed in Note 17- Restructuring and Other Charges.

Net loss attributable to the Company from discontinued operations for the first fiscal quarter of 2025 was $(1.0) million (or $(0.01) per diluted share), a decrease of $44.3 million, from net earnings of $43.3 million (or $0.34 per diluted share) for the corresponding period last year. The change year-over-year was primarily driven by prior year operating results of the SpinCo Business which were divested and therefore are no longer in Company's financial results in fiscal year 2025. See note 15- Discontinued Operations.

Consolidated Results of Operations

Revenues for the first fiscal quarter of 2025 were $2.93 billion, an increase of $122.7 million, or 4.4%, from $2.81 billion for the corresponding period last year. Revenue increases for the quarterly year over year period were due mainly to the Company's I&AF business, as well as slightly higher revenues year over year in our PA Consulting business. The I&AF business benefited primarily from stronger performance in its Americas, Energy & Power and Asia Pacific and Middle East business operations. Our revenues were favorably impacted by foreign currency translation of $16.4 million for the first fiscal quarter of 2025 across our international businesses, as compared to a favorable impact of $37.6 million for the first fiscal quarter of 2024, respectively.

Gross profit for the first fiscal quarter of 2025 was $721.3 million, an increase of $56.5 million, or 8.5%, from $664.7 million from the corresponding period last year, with gross profit margins of 24.6% and 23.7% for the respective periods. The Company's increase in gross profit was mainly attributable to higher revenues as mentioned above, with favorable margin impacts from year over year mix as well as personnel cost impacts.

See Segment Financial Information discussion for further information on the Company’s results of operations at the operating segment.

Selling, general & administrative ("SG&A") expenses for the first fiscal quarter of 2025 were $512.8 million compared to $522.7 million for the corresponding period last year, representing a decrease of $9.9 million or 1.9%. Lower SG&A expenses as compared to the corresponding period last year was due primarily to decrease of $22.2 million in Restructuring and other charges costs associated with the Separation Transaction. This decrease in SG&A expenses was partly offset by increases in expenses associated with the Transition Services Agreement (the "TSA") with Amentum, incentives and other department spend. Lastly, SG&A expenses were impacted by unfavorable foreign exchange impacts of $3.2 million for the first fiscal quarter of 2025 as compared to unfavorable impacts of $3.6 million for the first fiscal quarter of 2024.

Net interest expense for the first fiscal quarter of 2025 was $25.2 million, a decrease of $10.7 million from $35.8 million or 29.8%, for the corresponding period last year. The decrease in net interest expense for the first fiscal quarter of 2025 was due primarily to the Company's higher levels of cash and lower overall levels of outstanding debt compared to the last fiscal year compared to the comparative periods.

Miscellaneous (expense) net for the first fiscal quarter of 2025 was $(130.1) million in comparison to $(3.0) million for the corresponding period last year. The unfavorable comparisons to the corresponding period last year were due primarily to a $145.2 million loss associated with mark-to-market losses associated with our investment in Amentum stock in connection with the Separation Transaction, offset in part by $11.4 million in TSA-related income associated with the Separation Transaction as discussed in Note 15- Discontinued Operations.

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The Company’s effective tax rates from continuing operations for the three months ended December 27, 2024 and December 29, 2023 were 107.5% and (30.6)%, respectively. The most significant items contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company's effective tax rate for the three-month period ended December 27, 2024 was due to $37.0 million in unfavorable tax impacts associated with the non-deductibility of losses from our investment in Amentum stock, as well as U.S. state income tax expense of $5.4 million and U.S. tax on foreign earnings of $4.9 million. The U.S state income tax and U.S. tax on foreign earnings are expected to have a continuing impact on the Company's effective tax rate for the remainder of the fiscal year.

The most significant item contributing to the difference between the statutory U.S. federal corporate tax rate of 21.0% and the Company's effective tax rate for the three-month period ended December 29, 2023 was related to the election to treat an Australian subsidiary as a corporation versus a partnership for U.S. tax purposes, which resulted in the derecognition of a deferred tax liability and yielded a discrete income tax benefit of $61.6 million as the Company asserted that a component of the investment will be indefinitely reinvested.

In December 2021, the Organization for Economic Cooperation and Development ("OECD") released the Pillar Two Model Rules (also referred to as the global minimum tax or Global Anti-Base Erosion "GloBE" rules), which were designed to ensure large multinational enterprises pay a minimum 15 percent level of tax on the income arising in each jurisdiction in which they operate. Several jurisdictions in which we operate have enacted these rules, which are effective for the first quarter of the fiscal year ending September 26, 2025. The Company is continually monitoring developments and evaluating the potential impacts. At this time, implementation of these rules has not generated a material impact on consolidated income taxes.

The amount of income taxes the Company pays is subject to ongoing audits by tax jurisdictions around the world. In the normal course of business, the Company is subject to examination by tax authorities throughout the world, including such major jurisdictions as Australia, Canada, India, the Netherlands, the United Kingdom and the United States. Our estimate of the potential outcome of any uncertain tax issue is subject to our assessment of the relevant risks, facts, and circumstances existing at the time. The Company believes that it has adequately provided for reasonably foreseeable outcomes related to these matters. However, future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, which may impact our effective tax rate.

Net earnings attributable to noncontrolling interests including redeemable noncontrolling interests for the first fiscal quarter of 2025 were $13.1 million and $6.5 million for the corresponding period last year. The year over year increase was primarily due to changes in net earnings results in our PA Consulting investment compared to the prior year period.

Restructuring and Other Charges

During fiscal 2023, the Company implemented restructuring initiatives relating to the Separation Transaction. The Company incurred approximately $0.7 million during the first fiscal quarter of 2025 and $42.0 million and $17.5 million in fiscal 2024 and fiscal 2023, respectively, in pre-tax cash charges in connection with these initiatives. These actions, which are expected to be substantially completed before the end of fiscal 2025, are expected to result in estimated gross annualized pre-tax cash savings of approximately $120 million to $147 million. We will likely incur additional charges under this program through fiscal 2025, which are expected to result in additional savings in future periods.

During third quarter fiscal 2023, the Company approved a plan to improve business processes and cost structures of our PA Consulting investment by reorganizing senior management and reducing headcount. In connection with these initiatives, which are substantially completed, the Company incurred approximately $6.4 million and $14.3 million in fiscal 2024 and fiscal 2023, respectively, in pre-tax cash charges. These activities are expected to result in estimated gross annualized pre-tax cash savings of approximately $50 million to $65 million.

Refer to Note 17– Restructuring and Other Charges for further information regarding restructuring and integration initiatives.

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Segment Financial Information

The following tables provide selected financial information for our operating segments and includes a reconciliation of segment operating profit to total U.S. GAAP operating profit from continuing operations by including certain corporate-level expenses, Restructuring and other charges and transaction and integration costs (in thousands).

	Three Months Ended
	December 27, 2024		December 29, 2023
Revenues from External Customers:
Infrastructure & Advanced Facilities	$	2,626,208	$	2,504,226
PA Consulting	306,748		306,001
Total	$	2,932,956	$	2,810,227
	Three Months Ended
---	---	---	---	---
	December 27, 2024		December 29, 2023
Segment Operating Profit:
Infrastructure & Advanced Facilities (1)	$	157,776	$	128,892
PA Consulting	66,738		54,455
Total Segment Operating Profit	224,514		183,347
Restructuring, Transaction and Other Charges (2)	(16,096)		(41,347)
Total U.S. GAAP Operating Profit	208,418		142,000
Total Other (Expense) Income, net (3)	(155,271)		(38,795)
Earnings Before Taxes from Continuing Operations	$	53,147	$	103,205		(1)	Segment operating profit for Infrastructure & Advanced Facilities includes consolidated intangibles amortization of $38.7 million and $36.9 million and other corporate transaction related costs for the three months ended December 27, 2024 and December 29, 2023, respectively. Excluding these amounts, operating profit for the segment was $210.3 million and $167.4 million, respectively.
---	---
(2)	The three months ended December 27, 2024 and December 29, 2023 included $15.0 million and $37.1 million, respectively, of restructuring and other charges mainly relating to the Separation Transaction (primarily professional services and employee separation costs).
(3)	The three months ended December 27, 2024 included $145.2 million in mark-to-market losses associated with our investment in Amentum stock in connection with the Separation Transaction.

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Infrastructure & Advanced Facilities

	Three Months Ended
(in thousands)	December 27, 2024		December 29, 2023
Revenue	$	2,626,208	$	2,504,226
Operating Profit	$	157,776	$	128,892		Revenues for the I&AF segment for the first fiscal quarter of 2025 was $2.63 billion, an increase of $122.0 million, or 4.9%, from reported amount of $2.50 billion for the corresponding period last year. The increase in revenue for the first fiscal quarter of 2025 was driven by net revenue growth across all sectors, particularly in water, life sciences, transportation and energy. Foreign currency translation had approximately $6.9 million in favorable impacts on revenues for the three months ended first fiscal quarter of 2025, as compared to $20.9 million in favorable impacts in the corresponding prior year period.
---
Operating profit for the I&AF segment for the first fiscal quarter of 2025 was $157.8 million, an increase of $28.9 million, or 22.4%, from $128.9 million for the corresponding period last year. The increase in the three month period is a result of higher year over year segment revenues mentioned above as well as a one-time negative impact from changes in employee benefits programs in prior year period. Foreign currency translation had approximately $0.7 million in favorable impact on operating profit for the first fiscal quarter of 2025, as compared to $5.0 million in favorable impacts in the corresponding prior year period.

PA Consulting

	Three Months Ended
(in thousands)	December 27, 2024		December 29, 2023
Revenue	$	306,748	$	306,001
Operating Profit	$	66,738	$	54,455
Revenues for the PA Consulting segment for the first fiscal quarter of 2025 were $306.7 million, an increase of $0.7 million, or 0.2% from $306.0 million in the corresponding period last year. The three month increase is primarily due to foreign currency translation which had an approximately $9.5 million in favorable impacts on revenues for the first fiscal quarter of 2025, as compared to $16.7 million in favorable impacts in the corresponding prior year period, offset by lower performance in public sector work compared to the prior year.
---
Operating profit for the segment for the first fiscal quarter of 2025 was $66.7 million, an increase of $12.3 million, or 22.6% from $54.5 million in the corresponding period last year. The year over year improvement in the quarter is mainly attributable to favorable impacts from cost reduction programs implemented in the prior year.

Backlog Information

Backlog represents revenue we expect to realize for work to be completed by our consolidated subsidiaries and our proportionate share of work to be performed by unconsolidated joint ventures. Because of variations in the nature, size, expected duration, funding commitments, and the scope of services required by our contracts, the amount and timing of when backlog will be recognized as revenues includes significant estimates and can vary greatly between individual contracts.

Consistent with industry practice, substantially all of our contracts are subject to cancellation or termination at the option of the client, including our U.S. government work. While management uses all information available to determine backlog, at any given time our backlog is subject to changes in the scope of services to be provided as well as increases or decreases in costs relating to the contracts included therein. Backlog is not necessarily an indicator of future revenues.

Because certain contracts (e.g., contracts relating to large engineering, procurement & construction projects as well as national government programs) can cause large increases to backlog in the fiscal period in which we recognize the

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award, and because many of our contracts require us to provide services that span over several fiscal quarters (and sometimes over fiscal years), we have presented our backlog on a year-over-year basis, rather than on a sequential, quarter-over-quarter basis.

The following table summarizes our backlog at December 27, 2024 and December 29, 2023 (in millions):

	December 27, 2024		December 29, 2023
Infrastructure & Advanced Facilities	$	21,484	$	18,031
PA Consulting	331		317
Total	$	21,815	$	18,348
The increase in backlog in I&AF from December 29, 2023 was predominantly driven by growth across Water, Life Sciences and Transportation and Cities & Place markets.
---

Consolidated backlog differs from the Company’s remaining performance obligations as defined by ASC 606 primarily because of contract change orders or new wins not yet processed and our national government contracts where our policy is to generally include in backlog the contract award, whether funded or unfunded excluding certain option periods while our remaining performance obligations represent a measure of the total dollar value of work to be performed on contracts awarded and in progress. Additionally, the Company does not include our proportionate share of backlog related to unconsolidated joint ventures in our remaining performance obligations.

Liquidity and Capital Resources

At December 27, 2024, our principal sources of liquidity consisted of $1.30 billion in cash and cash equivalents and $1.74 billion of available borrowing capacity under our $2.25 billion revolving credit agreement (the "Revolving Credit Facility"). We finance much of our operations and growth through cash generated by our operations.

Cash and cash equivalents at December 27, 2024 were $1.30 billion, representing an increase of $154.9 million from $1.14 billion at September 27, 2024, the reasons for which are described below. The following table presents selected consolidated cash flow information of the Company for the respective periods shown below (including discontinued operations of our separated SpinCo businesses, see Note 15 - Discontinued Operations for more information):

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	For the Three Months Ended
(In thousands)	December 27, 2024		December 29, 2023
Net cash provided by operating activities	$	107,456	$	418,361
Cash Flows from Investing Activities:
Additions to property and equipment	(10,333)		(17,306)
Disposals of property and equipment and other assets	1,481		43
Capital contributions to equity investees, net of return of capital distributions	932		1,266
Net cash used for investing activities	(7,920)		(15,997)
Cash Flows from Financing Activities:
Proceeds from long-term borrowings	589,000		540,401
Repayments of long-term borrowings	(221,000)		(567,752)
Repayments of short-term borrowings	(5,345)		(6,262)
Debt issuance costs	—		(1,606)
Proceeds from issuances of common stock	7,984		11,355
Common stock repurchases	(201,626)		(100,016)
Taxes paid on vested restricted stock	(14,404)		(22,387)
Cash dividends to shareholders	(36,481)		(33,366)
Net dividends associated with noncontrolling interests	(2,245)		(4,708)
Repurchase of redeemable noncontrolling interests	(3,729)		(24,360)
Net cash provided by (used for) financing activities	112,154		(208,701)
Effect of Exchange Rate Changes	(58,180)		34,148
Net Increase in Cash and Cash Equivalents and Restricted Cash	153,510		227,811
Cash and Cash Equivalents, including Restricted Cash, at the Beginning of the Period	1,146,931		929,445
Cash and Cash Equivalents, including Restricted Cash, at the End of the Period	$	1,300,441	$	1,157,256
Less Cash and Cash Equivalents included in Assets held for spin	$	—	$	(215,622)
Cash and Cash Equivalents, including Restricted Cash of Continuing Operations at the End of the Period	$	1,300,441	$	941,634

Our net cash flow provided by operations for the first fiscal quarter of 2025 was $107.5 million. For the first fiscal quarter of 2024, cash from operations was $418.4 million (inclusive of discontinued operations) and $307.1 million from continuing operations. The decline on a continuing operations basis was largely due to higher uses of cash from increases in net working capital, namely Accounts Receivables as well as increases in cash income tax payments of $48.0 million within accrued liabilities. These decreases were offset in part by higher net earnings from continuing operations after adjustments for non-cash reconciling items, mainly losses on investment securities.

Our net cash used for investing activities for the first fiscal quarter of 2025 was $7.9 million, compared to cash used for investing activities of $16.0 million in the corresponding prior year period (which included $2.3 million associated with discontinued operations), due to lower levels of additions to plant, property and equipment in the current year.

Our net cash provided by financing activities of $112.2 million for the first fiscal quarter of 2025 is driven by net proceeds from borrowings of $362.7 million, partly offset by share repurchases of $201.6 million, $36.5 million in dividends to shareholders, and $14.4 million in taxes paid on vested restricted stock. Cash used for financing activities in the corresponding prior year period was $208.7 million, due primarily to share repurchases of $100.0 million, net repayments from borrowings of $33.6 million, $33.4 million in dividends to shareholders, and $24.4 million in net PA Consulting related redeemable noncontrolling interests purchase and issuance activity.

At December 27, 2024, the Company had approximately $229.7 million in cash and cash equivalents held in the U.S. and $1,070.0 million held outside of the U.S. (primarily in the U.K., the Eurozone, Australia, India, Canada, and the Middle East region). Other than the tax cost of repatriating funds to the U.S., there are no material impediments to repatriating these funds to the U.S.

The Company had $283.3 million in letters of credit outstanding at December 27, 2024. Of this amount, $0.5 million was issued under the Revolving Credit Facility and $282.8 million was issued under separate, committed and uncommitted letter-of-credit facilities.

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Long-term debt as of December 27, 2024 increased by $368.7 million compared to September 27, 2024 primarily due to an increased draw on the revolving credit facility to fund our operations.

Under the Separation Transaction, Jacobs and its shareholders will own up to 63% of AMTM stock upon consummation of the transaction, the exact amount of which continues to be subject to final settlement based on the achievement of certain fiscal year 2024 operating profit targets. Jacobs is also expected to realize additional value after closing through the disposition of its retained equity stake in the combined company within 12 months of the transaction closing date, but there can be no assurance regarding the ultimate timing of such divestiture. The Company cannot predict the trading price of shares of Amentum’s common stock and the market value of the Amentum shares are subject to market volatility and other factors outside of our control. Unanticipated developments could delay, prevent or otherwise adversely affect the divestiture, including but not limited to financial market conditions.

On February 6, 2023, the Company refinanced its Revolving Credit Facility and 2021 Term Loan Facility, and on February 16, 2023, the Company issued the 5.90% Bonds in the aggregate principal amount of $500.0 million. On August 18, 2023, the Company issued the 6.35% Bonds in the aggregate principal amount of $600.0 million. See Note 12 - Borrowings for further discussion relating to the terms of the 5.90% Bonds, the 6.35% Bonds, the Revolving Credit Facility and 2021 Term Loan Facility following the issuances and refinancing.

We believe we have adequate liquidity and capital resources to fund our projected cash requirements for the next twelve months based on the liquidity provided by our cash and cash equivalents on hand, our borrowing capacity and our continuing cash from operations.

We were in compliance with all of our debt covenants at December 27, 2024.

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Supplemental Obligor Group Financial Information

On February 16, 2023, Jacobs Engineering Group Inc., a wholly-owned subsidiary of Jacobs Solutions Inc. (together, the "Obligor Group"), completed an offering of $500 million aggregate principal amount of 5.90% Bonds, due 2033 and on August 18, 2023, completed an offering of $600 million aggregate principal amount of 6.35% Bonds, due 2028 (collectively the “Bonds”). The Bonds are fully and unconditionally guaranteed by the Company (the “Guarantees”). The Bonds and the respective Guarantees were offered pursuant to prospectus supplements, dated February 13, 2023 and August 15, 2023, respectively, to the prospectus dated February 6, 2023, that forms a part of the Company and JEGI’s automatic shelf registration statement on Form S-3ASR (File Nos. 333-269605 and 333-269605-01) previously filed with the SEC.

In accordance with SEC Regulation S-X Rule 13-01, set forth below is the summarized financial information for the Obligor Group on a combined basis after elimination of (i) intercompany transactions and balances between Jacobs and JEGI and (ii) equity in the earnings from and investments in all other subsidiaries of the Company that do not guarantee the registered securities of either Jacobs or JEG. This summarized financial information (in thousands) has been prepared and presented pursuant to Regulation S-X Rule 13-01, “Financial Disclosures about Guarantors and Issuers of Guaranteed Securities” and is not intended to present the financial position or results of operations of the Obligor Group in accordance with U.S. GAAP.

	Three Months Ended
(in thousands)	December 27, 2024
Summarized Statement of Earnings Data
Revenue	$	986,628
Direct Costs	$	818,331
Selling, General and Administrative Expenses	$	109,068
Net loss attributable to Guarantor Subsidiaries from continuing operations	$	(68,444)
Noncontrolling interests	$	(1,215)
(in thousands)	December 27, 2024		September 27, 2024
---	---	---	---	---
Summarized Balance Sheet Data
Current assets, less receivables from Non-Guarantor Subsidiaries	$	1,736,272	$	1,733,836
Current receivables from Non-Guarantor Subsidiaries	$	974,627	$	573,631
Noncurrent assets, less noncurrent receivables from Non-Guarantor Subsidiaries	$	515,231	$	503,444
Noncurrent receivables from Non-Guarantor Subsidiaries	$	541,499	$	615,986
Current liabilities	$	1,742,651	$	1,568,187
Current liabilities to Non-Guarantor Subsidiaries	$	—	$	—
Long-term Debt	$	1,717,270	$	1,348,594
Other Noncurrent liabilities, less amounts payable to Non-Guarantor Subsidiaries	$	237,132	$	237,025
Noncurrent liabilities to Non-Guarantor Subsidiaries	$	1,031,752	$	1,051,899
Noncontrolling interests	$	2,515	$	937
Accumulated deficit	$	(963,692)	$	(779,745)

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Item 3.     Quantitative and Qualitative Disclosures About Market Risk.

We do not enter into derivative financial instruments for trading, speculation or other similar purposes that would expose the Company to market risk. In the normal course of business, our results of operations are exposed to risks associated with fluctuations in interest rates and currency exchange rates.

Interest Rate Risk

Please see the Note 12- Borrowings in Notes to Consolidated Financial Statements appearing under Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference, for a discussion of the Revolving Credit Facility, 2021 Term Loan Facility and Note Purchase Agreement.

Our Revolving Credit Facility, 2021 Term Loan Facility and certain other debt obligations are subject to variable rate interest which could be adversely affected by an increase in interest rates. As of December 27, 2024, we had an aggregate of $1.45 billion in outstanding borrowings under our Revolving Credit Facility and 2021 Term Loan Facility. Interest on amounts borrowed under these agreements is subject to adjustment based on the Company’s Consolidated Leverage Ratio (as defined in the credit agreements governing the Revolving Credit Facility and the 2021 Term Loan Facility). Depending on the Company’s Consolidated Leverage Ratio, borrowings denominated in U.S. dollars under the Revolving Credit Facility and the 2021 Term Loan Facility bear interest at a SOFR rate plus a margin of between 0.975% and 1.725% or a base rate plus a margin of between 0.0% and 0.625% including applicable margins while borrowings denominated in British pounds under these respective facilities bear interest at an adjusted SONIA rate plus a margin of between 0.908% and 1.658%. Additionally, our Revolving Credit Facility, 2021 Term Loan Facility and our 5.90% Bonds have interest rates subject to potential increases relating to certain ESG metrics as stipulated in the related agreements and as discussed in Note 12- Borrowings.

However, as discussed in Note 18- Commitments and Contingencies and Derivative Financial Instruments, we are party to a swap agreement with a notional value of $200.0 million to convert the variable rate interest based liabilities associated with a corresponding amount of our debt into fixed interest rate liabilities, leaving $1.25 billion in principal amount subject to variable interest rate risk. Additionally, during fiscal 2022, we entered into two treasury lock arrangements with an aggregate notional value of $500.0 million, which were settled in the second quarter fiscal 2023, and are disclosed in further detail in Note 18- Commitments and Contingencies and Derivative Financial Instruments.

For the three months ended December 27, 2024, our weighted average borrowings that are subject to floating rate exposure were approximately $0.96 billion. If floating interest rates had increased by 1.00%, our interest expense for the three months ended December 27, 2024 would have increased by approximately $9.6 million.

Foreign Currency Risk

In situations where the Company incurs costs in currencies other than our functional currency, we sometimes enter into foreign exchange contracts to limit our exposure to fluctuating foreign currencies. We follow the provisions of ASC 815, Derivatives and Hedging in accounting for our derivative contracts. The Company has $693.4 million in notional value of exchange rate sensitive instruments at December 27, 2024. See Note 18- Commitments and Contingencies and Derivative Financial Instruments for discussion.

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Item 4.    Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), to allow timely decisions regarding required disclosure.

The Company’s management, with the participation of its Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), evaluated the effectiveness of the Company’s disclosure controls and procedures as defined by Rule 13a-15(e) of the Exchange Act defined above, as of December 27, 2024, the end of the period covered by this Quarterly Report on Form 10-Q (the “Evaluation Date”). Based on that evaluation, the Company’s management, with the participation of the Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) concluded that the Company’s disclosure controls and procedures, as of the Evaluation Date, were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer), as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes to our internal control over financial reporting which were identified in connection with the evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act during the quarter ended December 27, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Item 1.    Legal Proceedings.

The information required by this Item 1 is included in the Note 18- Commitments and Contingencies and Derivative Financial Instruments included in the Notes to Consolidated Financial Statements appearing under Part I, Item 1 of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

Item 1A.    Risk Factors.

Please refer to Item 1A- Risk Factors in our 2024 Form 10-K, which is incorporated herein by reference, for a discussion of some of the factors that have affected our business, financial condition, and results of operations in the past and which could affect us in the future. There have been no material changes to those risk factors. Before making an investment decision with respect to our common stock, you should carefully consider those risk factors, as well as the financial and business disclosures contained in this Quarterly Report on Form 10-Q and our other current and periodic reports filed with the SEC.

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds.

There were no sales of unregistered securities during the first fiscal quarter of 2025.

Share Repurchases

On January 25, 2023, the Company's Board of Directors authorized a share repurchase program of up to $1.0 billion of the Company's stock, to expire on January 25, 2026 (the "2023 Repurchase Authorization"). A summary of repurchases of the Company’s common stock made during the first quarter of fiscal 2025 under the 2023 Share Repurchase Authorization follows:

Period	Total Number of Shares Purchased	Average Price Per Share (1)	Total Number of Shares Purchased under the 2023 Repurchase Authorization	Approximate Dollar Value of Shares that May Yet Be Purchased Under the 2023 Repurchase Authorization
September 28, 2024 - October 25, 2024	65,671	$141.31	65,671	$463,134,855
October 26, 2024 - November 22, 2024	170,266	$140.59	170,266	$439,197,414
November 23, 2024 - December 27, 2024	1,219,902	$138.05	1,219,902	$270,788,109
Total	1,455,839		1,455,839

(1)Includes commissions paid and excise tax due under the Inflation Reduction Act of 2022 and calculated at the average price per share.

On January 30, 2025, the Company's Board of Directors authorized an incremental share repurchase program of up to $1.5 billion of the Company's common stock, to expire on January 30, 2028 (the "2025 Repurchase Authorization"). No repurchase activity has taken place under the 2025 Share Repurchase Authorization to date.

Our share repurchase program does not obligate the Company to purchase any shares. Share repurchases may be executed through various means including, without limitation, accelerated share repurchases, open market transactions, privately negotiated transactions, purchases pursuant to Rule 10b5-1 plans or otherwise. The authorization for the share repurchase programs may be terminated, increased or decreased by the Company’s Board of Directors in its discretion at any time. The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company's common stock, other uses of capital and other factors.

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Item 3.    Defaults Upon Senior Securities.

None.

Item 4.     Mine Safety Disclosure.

None.

Item 5.     Other Information.

During the period covered by this Quarterly Report on Form 10-Q, none of our officers or directors adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act or any “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K.

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Item 6.     Exhibits.

2.1	Agreement and Plan of Merger, dated November 20, 2023, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP. Filed as Exhibit 2.1 to the Registrant’s Current Report on Form 8-K on November 21, 2023 and incorporated herein by reference.
2.2	Amendment to Agreement and Plan of Merger, dated August 26, 2024, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP. Filed as Exhibit 2,5 to the Registrant’s fiscal 2024 Annual Report on Form 10-K and incorporated herein by reference.
3.1	Restated Certificate of Incorporation of Jacobs Solutions Inc,Filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K on February 3, 2025 and incorporated herein by reference.https://www.sec.gov/Archives/edgar/data/52988/000005298825000011/exhibit32restatedcertifica.htm
3.2	Amended and Restated Bylaws of Jacobs Solutions Inc., dated as ofhttps://www.sec.gov/Archives/edgar/data/52988/000005298825000011/exhibit33-jsiarbylaws.htmJanuary 29, 2025.Filed as Exhibit3.3to the Registrant’s Current Report on Form8-KonFebruary 3,2025and incorporated herein by reference.
10.1#*	FormofRestricted Stock Unit Agreement (Performance Shares – Earnings Per Share (ELT)) (awarded pursuanttoJacobs' Stock Incentive Plan).
10.2#*	FormofRestricted Stock Unit Agreement (Performance Shares – ROIC (ELT)) (awarded pursuanttoJacobs' Stock Incentive Plan).
10.3#*	Offer Letter by and between Jacobs Engineering Group Inc. and Venkatesh Nathamuni, datedas ofMay12, 2024.
22.1	Subsidiary Issuers of Guaranteed Securities.https://www.sec.gov/Archives/edgar/data/52988/000005298824000053/exhibit221-listofissuersof.htmFiled as Exhibit 22.1 to the Registrant’s Quarterly Report on Form 10-Q for the third quarter of fiscal 2024 and incorporated herein by reference.
31.1*	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2*	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32.1*	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 27, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Earnings, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 27, 2024, (formatted as Inline XBRL and contained in Exhibit 101).

* Filed herewith

Management contract or compensatory plan or arrangement

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SIGNATURES

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

JACOBS SOLUTIONS INC.

By:	/s/ Venk Nathamuni
	Venk Nathamuni
	Chief Financial Officer
	(Principal Financial Officer)
Date:	February 4, 2025

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Document

Exhibit 10.1

JACOBS SOLUTIONS INC. FORM OF RESTRICTED STOCK UNIT AGREEMENT (Performance Shares - Earnings Per Share)

(Awarded Pursuant to the Jacobs Solutions Inc. 2023 Stock Incentive Plan)

This Agreement is executed as of _______________, by and between Jacobs Solutions Inc. (the “Company” or “Jacobs”) and _______________ (“Employee”) pursuant to the Jacobs Solutions Inc. 2023 Stock Incentive Plan, as may be amended from time to time (the “Plan”). Unless the context clearly indicates otherwise, all terms defined in the Plan and used in this Agreement (whether or not capitalized) have the meanings as set forth in the Plan. The Agreement also includes the provisions included in the Terms and Conditions for International Employees (“Terms for International Employees”), which is applicable to Employee if Employee is employed or resides outside the United States.

1.Restricted Stock Units

Pursuant to the Plan, and in consideration for services rendered or to be rendered to the Company or Related Company or for their benefit, the Company hereby issues, as of the above date (the “Award Date”) to Employee an award of Restricted Stock Units in accordance with the Plan and the terms and conditions of this Agreement (the “Award”). The target number of Restricted Stock Units Employee is eligible to earn under this Agreement is _______________ (the “Target Earnings Per Share Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one share of Jacobs Common Stock (subject to adjustment pursuant to the Plan) in accordance with the terms and subject to the conditions (including the vesting conditions) set forth in this Agreement and the Plan. If, with respect to the Restricted Stock Units, Employee has made an effective and operative deferral election (“EDP Deferral Election”) under the Jacobs Solutions Inc. Executive Deferral Plan (“EDP”) with respect to the shares underlying this Agreement, the terms of the EDP and EDP Deferral Election governing the time and delivery of the shares underlying this Agreement that become vested, if any, are incorporated by reference herein.

2.Vesting and Distribution

(a)The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement.

(b)The number of Restricted Stock Units earned under this Agreement (the “Earned Earnings Per Share Restricted Stock Units”) shall be equal to the Target EPS Restricted Stock Units multiplied by the sum of (i) EPS Performance Multiplier (as defined herein) and (ii) the Stock Price Multiplier (as defined herein). The “EPS Performance Multiplier” will be determined based upon the Company’s average adjusted Earnings Per Share (as defined herein) over the three-year period

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starting on the first day of fiscal 20__ and ending the last day of fiscal 20__ (the “Performance Period”). The “Stock Price Multiplier” will be determined based upon the Company’s average closing price per share of Jacobs Common Stock for a period of twenty (20) consecutive trading days as of the last day of fiscal 20__ (the “Average Stock Price”).

Employee is eligible to earn between 0%-200% of the Target Earnings Per Share Restricted Stock Units based on the Company’s Earnings Per Share results and an additional 100% of the Target Earnings Per Share Restricted Stock Units based on the Company’s Average Stock Price at the end of the fiscal year, in each case as described below. The maximum number of Earned Earnings Per Share Restricted Stock Units that could be earned under this Award is equal to 300% of the Target Earnings Per Share Restricted Stock Units.

The Earnings Per Share Performance Multiplier

The Earnings Per Share Performance Multiplier will be calculated as set forth in the following table based upon the average of the Company’s Earnings Per Share over the Performance Period:

From Fiscal Year 20__ through Fiscal Year 20__

Average Adjusted Earnings Per Share	Earnings Per Share Performance Multiplier
$[•]	0%
$[•]	25%
$[•]	100%
$[•]	200%

The Earnings Per Share Performance Multiplier will be determined using straight-line interpolation based on the actual average adjusted Earnings Per Share results other than those listed in the chart above.

For purposes of this Section 2(b), “Earnings Per Share” for any fiscal period is computed by dividing Net Earnings by the weighted average number of shares of the Company’s common stock outstanding during the period. “Net Earnings” means the net earnings attributable to the Company as reported in its consolidated financial statements for such period determined in accordance with accounting principles generally accepted in the United States (“GAAP”) (A) as may be adjusted to eliminate the effects of (i) costs associated with restructuring activities, as determined in accordance with GAAP, regardless of whether the Company discloses publicly the amount of such restructuring costs or the fact that the Company engaged in restructuring activities during the periods restructuring costs were incurred; and (ii) gains or losses associated with discontinued operations, as determined in accordance with GAAP, but limited to the first reporting period an operation is determined to be discontinued and all subsequent periods (i.e., there will be no retroactive application of this adjustment); and (B) as adjusted for all gains or losses associated with events or transactions that the Committee has made a finding are unusual

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in nature, infrequently occurring and otherwise not indicative of the Company’s normal operations, and therefore, not indicative of the underlying Company performance. For purposes of this part (B), such events or transactions could include: (i) settlements of claims and litigation; (ii) disposals of operations including a disposition of a significant amount of the Company’s assets; (iii) losses on sales of investments; (iv) changes in laws and/or regulations; and (v) natural disasters, epidemics, pandemics or other acts of God.

The Stock Price Multiplier

The Stock Price Multiplier will be calculated as set forth in the following table based on the Company’s Average Stock Price:

Average Stock Price	Stock Price Multiplier
$[•]	100%
$[•]	0%

The Stock Price Multiplier will be determined using straight-line interpolation based on the Company’s Average Stock Price results other than those listed in the chart above.

(c)After the Award Date, a number of Restricted Stock Units equal to the Earned Earnings Per Share Restricted Stock Units will become 100% vested (referred to as “Vested Units”) on [•], 20__ (the “Maturity Date”), provided that, except as provided in Section 2(d) below, Employee remains continuously employed by the Company or Related Company through such Maturity Date.

(d)Notwithstanding anything in this Agreement or Schedule B of the Plan to the contrary, in the event that Employee’s employment with the Company or Related Company terminates prior to the Maturity Date as a result of Employee’s Retirement, death, or Disability, this Award shall remain outstanding and shall vest on the Maturity Date (based on actual performance through the entire performance period); provided, that on the Maturity Date only a pro-rated portion (based on the number of days, during the period between the Award Date and the Maturity Date, that Employee was employed by the Company or Related Company prior to Employee’s Retirement death, or Disability) of the Earned Earnings Per Share Restricted Stock Units will become vested, with the remainder of the Award forfeited at that time. The foregoing notwithstanding, in the event of Employee’s termination of employment from the Company due to an involuntary layoff (e.g., reduction in force or redundancy action), the vesting period for Restricted Stock Units awarded under this Agreement shall continue to vest for a nine (9) months period following the date of Employee’s termination.

(e)Notwithstanding anything in this Agreement or Schedule B of the Plan to the contrary, in the event of a Change in Control, the number of Earned Earnings Per Share Restricted Stock Units shall be determined as of the date such Change in Control is consummated, rather than the Maturity Date, with the number of Earned Earnings Per Share Restricted Stock Units determined as set forth in

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Section 2(b) hereof, except that: (1) if the Change in Control occurs prior to the last day of fiscal year 20__, the Earnings Per Share Performance Multiplier will be 100%; (2) if the Change in Control occurs upon or after the last day of fiscal year 20__, the Earnings Per Share Performance Multiplier shall be determined pursuant to Section 2(b) based upon the Company’s average Earnings Per Share based on information available as of the Change in Control (taking into account the consideration per share to be paid in the Change in Control transaction) and (3) the Stock Price Multiplier shall be determined pursuant to Section 2(b) based upon the Company’s stock price per share of Common Stock as of the Change in Control.

Following a Change in Control, except as otherwise set forth in the Plan (including Schedule B thereof), the Earned Earnings Per Share Restricted Stock Units shall remain outstanding and subject to the terms and conditions of the Plan and this Agreement, including the vesting condition of continued employment through the Maturity Date.

(f)Except as set forth herein and in the Plan (including Schedule B thereof the terms of which shall apply to the Award), Employee has no rights, partial or otherwise, in the Award and/or any shares of Jacobs Common Stock subject thereto, unless and until the Award has been earned and vested pursuant to this Section 2.

(g)Each Vested Unit shall be settled by the delivery of one share of Common Stock (subject to adjustment under the Plan), unless the Committee elects to settle the Vested Unit in another form of consideration of equivalent value (as determined by the Committee in its sole discretion) in connection with or following a Change in Control. If Employee has not made any EDP Deferral Election with respect to Restricted Stock Units that become vested, settlement will occur as soon as practicable following certification by the Company of the number of Earnings Per Share Restricted Stock Units and passage of the Maturity Date (or, if earlier, the date the Award becomes vested pursuant to the terms of the Plan, including Schedule B thereof, or Section 2(d) above), but in no event later than 30 days following the Maturity Date (or such earlier date that the Award becomes vested). If Employee has made an EDP Deferral Election, deferred Vested Units shall be settled as soon as practicable following the date elected on Employee’s operative EDP Deferral Election or other settlement date set forth under the terms of the EDP. In any event, no fractional shares shall be issued pursuant to this Agreement.

(h) The Award (and any rights and obligations thereunder) may not be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than (i) by will, (ii) by the laws of descent and distribution or (iii) to any trust established solely for the benefit of Employee or any spouse, children or grandchildren of Employee, and the Award (and any rights thereunder) will be exercisable during the life of Employee only by Employee or Employee’s legal representative. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 2(h) will be null and void and if the Award is hedged in any manner, it

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will immediately be forfeited. All of the terms and conditions of the Plan and this Agreement will be binding upon any permitted successors and assigns. After the shares of Jacobs Common Stock issued under the Award have vested, the holder of such shares is free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein, the terms of the Company’s trading policies as may be in effect from time to time and applicable law.

3.Section 409A Compliance

Notwithstanding any other provision of the Plan or this Agreement to the contrary, it is intended that this Award shall be exempted from the definition of “non-qualified deferred compensation” within the meaning of Section 409A of the IRS Code (together with any related regulations or other guidance promulgated with respect to such Section by the U.S. Department of the Treasury of the Internal Revenue Service, collectively “Section 409A”) or otherwise comply with the requirements of Section 409A, and the Plan shall be interpreted accordingly (including to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code). Under no circumstances, however, shall the Company have any liability under the Plan or this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan and/or this Agreement or any EDP Deferral Election, including any taxes, penalties or interest imposed under Section 409A of the Code. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any payment or benefit under this Agreement, or any other plan or arrangement of the Company or its affiliates, is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A and is payable to Employee by reason of Employee’s termination of employment, then (a) such payment or benefit shall be made or provided to Employee only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if Employee is a “specified employee” (within the meaning of Section 409A and as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months after the date of Employee’s separation from service (or Employee’s earlier death). Each payment under this Agreement will be treated as a separate payment under Section 409A of the Code.

4.Status of Participant

Except as set forth in this section, Employee shall have no rights as a stockholder (including, without limitation, any voting rights or rights to receive dividends with respect to the shares of Jacobs Common Stock subject to the Award) with respect to either the Award granted hereunder or the shares of Jacobs Common Stock underlying the Award, unless and until such shares are issued in respect of Vested Units, and then only to the extent of such issued shares.

Notwithstanding the foregoing, Employee is entitled to a “Dividend Equivalent Right” under the EDP with respect to each Vested Unit for which delivery of the underlying share of Common Stock has been deferred pursuant to an EDP Deferral Election, to the extent the Company pays any cash dividend with respect to outstanding Jacobs Common Stock on or after the date on which such Vested Unit is deferred and while such Vested Unit remains outstanding. The term

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“Dividend Equivalent Right” shall mean a dollar amount equal to the per-share cash dividend paid by the Company.

Except as otherwise provided under the terms of the EDP or EDP Deferral Election, if applicable: (a) any Dividend Equivalent Right with respect to Vested Units will be paid to Employee in cash at the same time that the Company pays a dividend with respect to outstanding Jacobs Common Stock; and (b) Employee will not be credited with Dividend Equivalent Rights with respect to any Restricted Stock Unit prior to vesting or to any Restricted Stock Unit that, as of the record date for the relevant dividend, is no longer outstanding for any reason (e.g., because it has been settled in Common Stock or has been terminated), and Employee will not be entitled to any payment for Dividend Equivalent Rights with respect to any Restricted Stock Unit that terminates without vesting. For purposes of this Agreement, a Vested Unit that has not yet been settled (e.g., because of an EDP Deferral Election) shall be considered outstanding for purposes of this Section 4.

No shares may be issued in respect of Vested Units if, in the opinion of counsel for the Company, all then applicable requirements of the Securities and Exchange Commission and any other regulatory agencies having jurisdiction and of any stock exchange upon which the shares of the Company may be listed are not fully met, and, as a condition of the issuance of shares, Employee shall take all such action as counsel may advise is necessary for Employee to take to meet such requirements.

5.Nature of Award

In accepting the Award, Employee acknowledges, understands and agrees that:

(a)The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b)The Award of the Restricted Stock Units hereunder is voluntary and occasional and does not create any contractual or other right to receive future Awards of Restricted Stock Units, or any benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been awarded in the past;

(c)All decisions with respect to future Restricted Stock Unit or other awards, if any, will be at the sole discretion of the Company;

(d)The Award and Employee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, or any Related Companies and shall not interfere with the ability of the Company, or any Related Company, as applicable, to terminate Employee’s employment or service relationship (if any);

(e)The Award and the shares of Jacobs Common Stock subject to the Award, the value of same, and any ultimate gain, loss, income or expense associated with the Award are not part of Employee’s normal or expected compensation for purposes

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of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(f)No claim or entitlement to compensation or damages shall arise from forfeiture of the Award for any reason, including forfeiture resulting from Employee ceasing to provide employment or other services to the Company or any Related Company (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any), and in consideration of the Award to which Employee is otherwise not entitled, Employee irrevocably agrees never to institute or allow to be instituted on Employee’s behalf any claim against the Company or any of its Related Companies, waives Employee’s ability, if any, to bring any such claim, and releases the Company and any Related Companies from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.

6.Data Privacy

Employee understands that the Company and/or a Related Company may hold certain personal information about Employee in connection with this Agreement (including the terms of the EDP and EDP Deferral Election to the extent applicable under Section 1), including, but not limited to, Employee’s name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, any shares of Jacobs Common Stock or directorships held in the Company, details of all Awards or any other entitlement to shares of Jacobs Common Stock awarded, canceled, exercised, vested, unvested or outstanding in Employee’s favor, for the exclusive purpose of implementing, administering and managing the Plan and this Agreement (“Data”).

Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Employee’s personal Data by and among, as applicable, the Company and its Related Companies for the exclusive purpose of implementing, administering and managing Employee’s participation in the Plan and under this Agreement.

Employee understands that Data will be transferred to the Company’s broker, administrative agents or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Employee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country or countries in which such recipients reside or operate (e.g., the United States) may have different data privacy laws and protections than Employee’s country. Employee understands that if Employee resides outside the United States, Employee may request a list with the names and addresses of any potential recipients of the Data by contacting Employee’s local human resources representative. Employee understands that Data

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will be held only as long as is necessary to implement, administer and manage Employee’s participation in the Plan and this Agreement or as required under applicable law.

7.Payment of Withholding Taxes

Employee acknowledges that, regardless of any action taken by the Company or Related Companies or, if different, Employee’s employer (the “Employer”) the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Employee’s participation in the Plan and legally applicable to Employee or deemed by the Company, Related Company or the Employer in its discretion to be an appropriate charge to Employee even if legally applicable to the Company, Related Company or the Employer (“Tax-Related Items”), is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company, Related Company or the Employer. Employee further acknowledges and agrees that the Company or Related Company and/or the Employer may, if it so determines, offset any Employer tax liabilities deemed applicable to Employee by reducing the shares of Jacobs Common Stock otherwise deliverable to Employee pursuant to this Agreement. Employee further acknowledges that the Company, Related Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of shares of Jacobs Common Stock acquired pursuant to such settlement; and (2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate Employee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Employee is subject to Tax-Related Items in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, Employee acknowledges that the Company, Related Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company may refuse to issue or deliver any shares of Jacobs Common Stock to Employee until the obligation for any Tax-Related Items due in connection with the Award has been satisfied.

Under no circumstances can the Company be required to withhold from the shares of Jacobs Common Stock that would otherwise be delivered to Employee upon settlement of the Award a number of shares having a total Fair Market Value that exceeds the amount of withholding taxes as determined by the Company at the time the Award vests.

8.Services as Employee

Employee shall not be deemed to have ceased to be employed by the Company (or any Related Company) for purposes of this Agreement by reason of Employee’s transfer to a Related Company (or to the Company or to another Related Company). The Committee may determine that, for purposes of this Agreement, Employee shall be considered as still in the employ of the Company or of the Related Company while on leave of absence.

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Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Company or any Related Company, affects Employee’s status as an employee at will who is subject to termination without cause, confers upon Employee any right to remain employed by or in service to the Company or any Related Company, interferes in any way with the right of the Company or any Related Company, as applicable, at any time to terminate such employment or services, or affects the right of the Company or any Related Company, as applicable, to increase or decrease Employee’s other compensation or benefits. Nothing in this Section, however, is intended to adversely affect any independent contractual right of Employee (if any) without Employee’s consent thereto.

9.Miscellaneous Provisions

This Agreement is governed in all respects by the Plan and applicable law. In the event of any inconsistency between the terms of the Plan and this Agreement, (including the “Terms for International Employees”), the terms of the Plan shall prevail. Subject to the limitations of the Plan, the Company may, with the written consent of Employee, amend this Agreement. This Agreement shall be construed, administered and enforced according to the laws of the State of Delaware. By accepting this Agreement, Employee agrees to submit to the jurisdiction and venue of any court of competent jurisdiction in Delaware without regard to conflict of laws, rules or principles, for any claim arising out of this Agreement.

10.Clawback

By signing (electronically or otherwise) this Agreement and/or electronically accepting the associated Award grant, Employee agrees to be bound by, and subject to, the terms and conditions of: (a) the Company’s Mandatory Clawback Policy (as may be amended from time to time) if Employee is or becomes a Section 16 executive officer, (b) the Company’s Enhanced Clawback Policy (as may be amended from time to time), including the restrictive covenants set forth therein, which Enhanced Clawback Policy shall apply to incentive-based compensation granted to Employee in any prior fiscal year to the extent Employee’s target long-term incentive award opportunity for such fiscal year based on the grant date value was equal to or greater than $500,000, (c) any clawback and forfeiture provisions set forth in this Agreement and (d) any other clawback, forfeiture, recoupment, or similar requirement required to apply to incentive-based compensation granted to Employee under the programs, policies and procedures of the Company (as may be adopted from time to time) by any current or future applicable law or listing standard or regulatory body.

11.Agreement of Employee

By signing (electronically or otherwise) this Agreement and/or electronically accepting the associated Award grant, Employee (a) agrees to the terms and conditions of this Agreement, (b) confirms receipt of a copy of the Plan and all amendments and supplements thereto, and (c) appoints the officers of the Company as Employee’s true and lawful attorney-in-fact, with full power of substitution in the premises, granting to each full power and authority to do and

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perform any and every act whatsoever requisite, necessary, or proper to be done, on behalf of Employee which, in the opinion of such attorney-in-fact, is necessary or prudent to effect the delivery of the Jacobs Common Stock to Employee or the forfeiture of the Award to the Company, or, in accordance with the terms and conditions of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above.

JACOBS SOLUTIONS INC.

Robert V. Pragada

Chief Executive Officer

Document

Exhibit 10.2

JACOBS SOLUTIONS INC.

RESTRICTED STOCK UNIT AGREEMENT

(Performance Shares - ROIC)

(Awarded Pursuant to the Jacobs Solutions Inc. 2023 Stock Incentive Plan)

This Agreement is executed as of _______________, by and between Jacobs Solutions Inc. (the “Company” or “Jacobs”) and _______________ (“Employee”) pursuant to the Jacobs Solutions Inc. 2023 Stock Incentive Plan, as may be amended from time to time (the “Plan”). Unless the context clearly indicates otherwise, all terms defined in the Plan and used in this Agreement (whether or not capitalized) have the meanings as set forth in the Plan. The Agreement also includes the provisions included in the Terms and Conditions for International Employees (“Terms for International Employees”), which is applicable to Employee if Employee is employed or resides outside the United States.

1.Restricted Stock Units

Pursuant to the Plan, and in consideration for services rendered or to be rendered to the Company or Related Company or for their benefit, the Company hereby issues, as of the above date (the “Award Date”) to Employee an award of Restricted Stock Units in accordance with the Plan and the terms and conditions of this Agreement (the “Award”). The target number of Restricted Stock Units Employee is eligible to earn under this Agreement is ________________ (the “Target ROIC Restricted Stock Units”). Each Restricted Stock Unit represents the right to receive one share of Jacobs Common Stock (subject to adjustment pursuant to the Plan) in accordance with the terms and subject to the conditions (including the vesting conditions) set forth in this Agreement and the Plan. If, with respect to the Restricted Stock Units, Employee has made an effective and operative deferral election (“EDP Deferral Election”) under the Jacobs Solutions Inc. Executive Deferral Plan (“EDP”) with respect to the shares underlying this Agreement, the terms of the EDP and EDP Deferral Election governing the time of delivery of the shares underlying this Agreement that become vested, if any, are incorporated by reference herein.

2.Vesting and Distribution

(a)The Award shall not be vested as of the Award Date and shall be forfeitable by Employee without consideration or compensation unless and until otherwise vested pursuant to the terms of this Agreement.

(b)The number of Restricted Stock Units earned under this Agreement shall be equal to the Target ROIC Restricted Stock Units multiplied by the sum of (i) ROIC Performance Multiplier (as defined herein) and (ii) the Stock Price Multiplier (as defined herein). The “ROIC Performance Multiplier” will be determined based upon the Company’s average ROIC (as defined herein) over the three-year period starting on the first day of fiscal 20__ and ending the last day of fiscal 20__ (the “Performance Period) (the “Earned ROIC Restricted Stock Units”). The “Stock Price Multiplier” will be determined based upon the Company’s average closing

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stock price per share of Jacobs Common Stock for a period of twenty (20) consecutive trading days as of the last day of fiscal 20__ (the “Average Stock Price”).

Employee is eligible to earn between 0%-200% of the Target ROIC Restricted Stock Units based on the Company’s ROIC results and an additional 100% of the Target ROIC Restricted Stock Units based on the Company’s Average Stock Price at the end of the fiscal year, in each case as described below. The maximum number of Earned ROIC Restricted Stock Units that could be earned under this Award is equal to 300% of the Target ROIC Restricted Stock Units.

The Return on Invested Capital Performance Multiplier

The ROIC Performance Multiplier will be calculated as set forth in the following table based upon the average ROIC over the Performance Period:

Fiscal Year 20__ through Fiscal Year 20__

Average ROIC	ROIC Performance Multiplier
[•]%	0%
[•]%	25%
[•]%	100%
[•]%	200%

The ROIC Performance Multiplier will be determined using straight-line interpolation based on the actual average ROIC results other than those listed in the chart above.

For purposes of this Section 2(b), the “Return on Invested Capital” for any fiscal period is computed by dividing Adjusted Net Earnings by the Average of Beginning and Ending Invested Capital during the period, and where invested capital is the sum of equity plus long term debt less cash and cash equivalents. Adjusted Net Earnings means the Net Earnings attributable to the Company as reported in its consolidated financial statements for such period determined in accordance with accounting principles generally accepted in the United States (“GAAP”) (A) as may be adjusted to eliminate the effects of (i) costs associated with restructuring activities, as determined in accordance with GAAP, regardless of whether the Company discloses publicly the amount of such restructuring costs or the fact that the Company engaged in restructuring activities during the periods restructuring costs were incurred; and (ii) gains or losses associated with discontinued operations, as determined in accordance with GAAP, but limited to the first reporting period an operation is determined to be discontinued and all subsequent periods (i.e., there will be no retroactive application of this adjustment); and (B) as adjusted for all gains or losses associated with events or transactions that the Committee has made a finding are unusual in nature, infrequently occurring and otherwise not indicative of the Company’s normal operations, and therefore, not indicative of the underlying Company performance. For purposes of this part (B), such events or transactions could include: (i) settlements of claims and litigation; (ii) disposals of operations including a disposition of a significant amount of the Company’s

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assets; (iii) losses on sales of investments; (iv) changes in laws and/or regulations; and (v) natural disasters, epidemics, pandemics or other acts of God. “Invested Capital” means (i) the value of the Company’s equity as reported in its consolidated financial statements for such period determined in accordance with GAAP, plus (ii) the value of the Company’s debt as reported in its consolidated financial statements for such period determined in accordance with GAAP, minus (iii) the Company’s cash and cash equivalent assets as reported in its consolidated financial statements for such period determined in accordance with GAAP.

The Stock Price Multiplier

The Stock Price Multiplier will be calculated as set forth in the following table based on the Company’s Average Stock Price:

Average Stock Price	Stock Price Multiplier
$[•]	100%
$[•]	0%

The Stock Price Multiplier will be determined using straight-line interpolation based on the Company’s Average Stock Price results other than those listed in the chart above.

(c)After the Award Date, a number of Restricted Stock Units equal to the Earned ROIC Restricted Stock Units will become 100% vested (referred to as “Vested Units”) on [•], 20__ (the “Maturity Date”), provided that, except as provided in Section 2(d) below, Employee remains continuously employed by the Company or Related Company through such Maturity Date.

(d)Notwithstanding anything in this Agreement or Schedule B of the Plan to the contrary, in the event that Employee’s employment with the Company or Related Company terminates prior to the Maturity Date as a result of Employee’s Retirement, death, or Disability, this Award shall remain outstanding and shall vest on the Maturity Date based on the Company’s average Return on Invested Capital over the Performance Period; provided, that on the Maturity Date only a pro-rated portion (based on the number of days, during the period between the Award Date and the Maturity Date, that Employee was employed by the Company or Related Company prior to Employee’s Retirement death, or Disability) of the Earned ROIC Restricted Stock Units will become vested, with the remainder of the Award forfeited at that time. The foregoing notwithstanding, in the event of Employee’s termination of employment from the Company due to an involuntary layoff (e.g., reduction in force or redundancy action), the vesting period for Restricted Stock Units awarded under this Agreement shall continue to vest for a nine (9) months period following the date of Employee’s termination.

(e)Notwithstanding anything in this Agreement or Schedule B of the Plan to the contrary, in the event of a Change in Control, the number of Earned ROIC Restricted Stock Units shall be determined as of the date such Change in Control is consummated, rather than the Maturity Date, with the number of Earned ROIC Restricted Stock Units determined as set forth in Section 2(b) hereof, except that: (1) if the Change in Control occurs prior to the last day of fiscal year 20__, the ROIC Performance Multiplier will be 100%; and (2) if the Change in Control occurs upon or after the last day of fiscal year 20__, the ROIC Performance Multiplier shall be determined pursuant to Section 2(b) based upon the Company’s average Return on Invested Capital based on

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information available as of the Change in Control (taking into account the consideration per share to be paid in the Change in Control transaction) (taking into account the consideration per share to be paid in the Change in Control transaction) and (3) the Stock Price Multiplier shall be determined pursuant to Section 2(b) based upon the Company’s stock price per share of Common Stock as of the Change in Control.

Following a Change in Control, except as otherwise set forth in the Plan (including Schedule B thereof), the Earned ROIC Restricted Stock Units shall remain outstanding and subject to the terms and conditions of the Plan and this Agreement, including the vesting condition of continued employment through the Maturity Date.

(f)Except as set forth herein and in the Plan (including Schedule B thereof, the terms of which shall apply to the Award), Employee has no rights, partial or otherwise in the Award and/or any shares of Jacobs Common Stock subject thereto unless and until the Award has been earned and vested pursuant to this Section 2.

(g)Each Vested Unit shall be settled by the delivery of one share of Common Stock (subject to adjustment under the Plan), unless the Committee elects to settle the Vested Unit in another form of consideration of equivalent value (as determined by the Committee in its sole discretion) in connection with or following a Change in Control. If Employee has not made any EDP Deferral Election with respect to Restricted Stock Units that become vested, settlement will occur as soon as practicable following certification by the Company of the number of Earned ROIC Restricted Stock Units and passage of the Maturity Date (or, if earlier, the date the Award becomes vested pursuant to the terms of the Plan, including Schedule B thereof, or Section 2(d) above), but in no event later than 30 days following the Maturity Date (or such earlier date that the Award becomes vested). If Employee has made an EDP Deferral Election, deferred Vested Units shall be settled as soon as practicable following the date elected on Employee’s operative EDP Deferral Election or other settlement date set forth under the terms of the EDP. In any event, no fractional shares shall be issued pursuant to this Agreement.

(h)The Award (and any rights and obligations thereunder) may not be sold, exchanged, transferred, assigned, pledged, hypothecated or otherwise disposed of or hedged, in any manner (including through the use of any cash-settled instrument), whether voluntarily or involuntarily and whether by operation of law or otherwise, other than (i) by will, (ii) by the laws of descent and distribution or (iii) to any trust established solely for the benefit of Employee or any spouse, children or grandchildren of Employee, and the Award (and any rights thereunder) will be exercisable during the life of Employee only by Employee or Employee’s legal representative. Any sale, exchange, transfer, assignment, pledge, hypothecation, or other disposition in violation of the provisions of this Section 2(h) will be null and void and if the Award is hedged in any manner, it will immediately be forfeited. All of the terms and conditions of the Plan and this Agreement will be binding upon any permitted successors and assigns. After the shares of Jacobs Common Stock issued under the Award have vested, the holder of such shares is free to assign, hypothecate, donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the provisions herein, the terms of the Company’s trading policies as may be in effect from time to time and applicable law.

3.Section 409A Compliance

Notwithstanding any other provision of the Plan or this Agreement to the contrary, it is intended that this Award shall be exempted from the definition of “non-qualified deferred compensation” within the meaning of Section 409A of the IRS Code (together with any related regulations or

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other guidance promulgated with respect to such Section by the U.S. Department of the Treasury of the Internal Revenue Service, collectively “Section 409A”), or otherwise comply with the requirements of Section 409A, and the Plan shall be interpreted accordingly (including to avoid the imposition of any additional or accelerated taxes or other penalties under Section 409A of the Code). Under no circumstances, however, shall the Company have any liability under the Plan or this Agreement for any taxes, penalties or interest due on amounts paid or payable pursuant to the Plan and/or this Agreement or any EDP Deferral Election, including any taxes, penalties or interest imposed under Section 409A of the Code. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any payment or benefit under this Agreement, or any other plan or arrangement of the Company or its affiliates, is determined by the Company to constitute “non-qualified deferred compensation” subject to Section 409A and is payable to Employee by reason of Employee’s termination of employment, then (a) such payment or benefit shall be made or provided to Employee only upon a “separation from service” as defined for purposes of Section 409A under applicable regulations and (b) if Employee is a “specified employee” (within the meaning of Section 409A and as determined by the Company), such payment or benefit shall not be made or provided before the date that is six months after the date of Employee’s separation from service (or Employee’s earlier death). Each payment under this Agreement will be treated as a separate payment under Section 409A of the Code.

4.Status of Participant

Except as set forth in this section, Employee shall have no rights as a stockholder (including, without limitation, any voting rights or rights to receive dividends with respect to the shares of Jacobs Common Stock subject to the Award) with respect to either the Award granted hereunder or the shares of Jacobs Common Stock underlying the Award, unless and until such shares are issued in respect of Vested Units, and then only to the extent of such issued shares.

Notwithstanding the foregoing, Employee is entitled to a “Dividend Equivalent Right” under the EDP with respect to each Vested Unit for which delivery of the underlying share of Common Stock has been deferred pursuant to an EDP Deferral Election, to the extent the Company pays any cash dividend with respect to outstanding Jacobs Common Stock on or after the date on which such Vested Unit is deferred and while such Vested Unit remains outstanding. The term “Dividend Equivalent Right” shall mean a dollar amount equal to the per-share cash dividend paid by the Company.

Except as otherwise provided under the terms of the EDP or EDP Deferral Election, if applicable: (a) any Dividend Equivalent Right with respect to Vested Units will be paid to Employee in cash at the same time that the Company pays a dividend with respect to outstanding Jacobs Common Stock; and (b) Employee will not be credited with Dividend Equivalent Rights with respect to any Restricted Stock Unit prior to vesting or to any Restricted Stock Unit that, as of the record date for the relevant dividend, is no longer outstanding for any reason (e.g., because it has been settled in Common Stock or has been terminated), and Employee will not be entitled to any payment for Dividend Equivalent Rights with respect to any Restricted Stock Unit that terminates without vesting. For purposes of this Agreement, a Vested Unit that has not yet been

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settled (e.g., because of an EDP Deferral Election) shall be considered outstanding for purposes of this Section 4.

No shares may be issued in respect of Vested Units if, in the opinion of counsel for the Company, all then applicable requirements of the Securities and Exchange Commission and any other regulatory agencies having jurisdiction and of any stock exchange upon which the shares of the Company may be listed are not fully met, and, as a condition of the issuance of shares, Employee shall take all such action as counsel may advise is necessary for Employee to take to meet such requirements.

5.Nature of Award

In accepting the Award, Employee acknowledges, understands and agrees that:

(a)The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(b)The Award of the Restricted Stock Units hereunder is voluntary and occasional and does not create any contractual or other right to receive future Awards of Restricted Stock Units, or any benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been awarded in the past;

(c)All decisions with respect to future Restricted Stock Unit or other awards, if any, will be at the sole discretion of the Company;

(d)The Award and Employee’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company, or any Related Companies and shall not interfere with the ability of the Company, or any Related Company, as applicable, to terminate Employee’s employment or service relationship (if any);

(e)The Award and the shares of Jacobs Common Stock subject to the Award, the value of same, and any ultimate gain, loss, income or expense associated with the Award are not part of Employee’s normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(f)No claim or entitlement to compensation or damages shall arise from forfeiture of the Award for any reason, including forfeiture resulting from Employee ceasing to provide employment or other services to the Company or any Related Company (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Employee is employed or the terms of Employee’s employment agreement, if any), and in consideration of the Award to which Employee is otherwise not entitled, Employee irrevocably agrees never to institute or allow to be instituted on Employee’s behalf any claim against the Company or any of its Related Companies, waives Employee’s ability, if any, to bring any such claim, and releases the Company and any Related Companies from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Employee shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim.

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6.Data Privacy

Employee understands that the Company and/or a Related Company may hold certain personal information about Employee in connection with this Agreement (including the terms of the EDP and EDP Deferral Election to the extent applicable under Section 1), including, but not limited to, Employee’s name, home address and telephone number, date of birth, social security number or other identification number, salary, nationality, job title, any shares of Jacobs Common Stock or directorships held in the Company, details of all Awards or any other entitlement to shares of Jacobs Common Stock awarded, canceled, exercised, vested, unvested or outstanding in Employee’s favor, for the exclusive purpose of implementing, administering and managing the Plan and this Agreement (“Data”).

Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Employee’s personal Data by and among, as applicable, the Company and its Related Companies for the exclusive purpose of implementing, administering and managing Employee’s participation in the Plan and under this Agreement.

Employee understands that Data will be transferred to the Company’s broker, administrative agents or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Employee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country or countries in which such recipients reside or operate (e.g., the United States) may have different data privacy laws and protections than Employee’s country. Employee understands that if Employee resides outside the United States, Employee may request a list with the names and addresses of any potential recipients of the Data by contacting Employee’s local human resources representative. Employee understands that Data will be held only as long as is necessary to implement, administer and manage Employee’s participation in the Plan and this Agreement or as required under applicable law.

7.Payment of Withholding Taxes

Employee acknowledges that, regardless of any action taken by the Company or Related Companies or, if different, Employee’s employer (the “Employer”) the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Employee’s participation in the Plan and legally applicable to Employee or deemed by the Company, Related Company or the Employer in its discretion to be an appropriate charge to Employee even if legally applicable to the Company, Related Company or the Employer (“Tax-Related Items”), is and remains Employee’s responsibility and may exceed the amount actually withheld by the Company, Related Company or the Employer. Employee further acknowledges and agrees that the Company or Related Company and/or the Employer may, if it so determines, offset any Employer tax liabilities deemed applicable to Employee by reducing the shares of Jacobs Common Stock otherwise deliverable to Employee pursuant to this Agreement. Employee further acknowledges that the Company, Related Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-

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Related Items in connection with any aspect of the Restricted Stock Units including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of shares of Jacobs Common Stock acquired pursuant to such settlement; and (2) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate Employee’s liability for Tax-Related Items or achieve any particular tax result. Further, if Employee is subject to Tax-Related Items in more than one jurisdiction between the Award Date and the date of any relevant taxable or tax withholding event, as applicable, Employee acknowledges that the Company, Related Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. The Company may refuse to issue or deliver any shares of Jacobs Common Stock to Employee until the obligation for any Tax-Related Items due in connection with the Award has been satisfied.

Under no circumstances can the Company be required to withhold from the shares of Jacobs Common Stock that would otherwise be delivered to Employee upon settlement of the Award a number of shares having a total Fair Market Value that exceeds the amount of withholding taxes as determined by the Company at the time the Award vests.

8.Services as Employee

Employee shall not be deemed to have ceased to be employed by the Company (or any Related Company) for purposes of this Agreement by reason of Employee’s transfer to a Related Company (or to the Company or to another Related Company). The Committee may determine that, for purposes of this Agreement, Employee shall be considered as still in the employ of the Company or of the Related Company while on leave of absence.

Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Company or any Related Company, affects Employee’s status as an employee at will who is subject to termination without cause, confers upon Employee any right to remain employed by or in service to the Company or any Related Company, interferes in any way with the right of the Company or any Related Company, as applicable, at any time to terminate such employment or services, or affects the right of the Company or any Related Company, as applicable, to increase or decrease Employee’s other compensation or benefits. Nothing in this Section, however, is intended to adversely affect any independent contractual right of Employee (if any) without Employee’s consent thereto.

9.Miscellaneous Provisions

This Agreement is governed in all respects by the Plan and applicable law. In the event of any inconsistency between the terms of the Plan and this Agreement, (including the “Terms for International Employees”), the terms of the Plan shall prevail. Subject to the limitations of the Plan, the Company may, with the written consent of Employee, amend this Agreement. This Agreement shall be construed, administered and enforced according to the laws of the State of Delaware. By accepting this Agreement, Employee agrees to submit to the jurisdiction and venue

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of any court of competent jurisdiction in Delaware without regard to conflict of laws, rules or principles, for any claim arising out of this Agreement.

10.Clawback

By signing (electronically or otherwise) this Agreement and/or electronically accepting the associated Award grant, Employee agrees to be bound by, and subject to, the terms and conditions of: (a) the Company’s Mandatory Clawback Policy (as may be amended from time to time) if Employee is or becomes a Section 16 executive officer, (b) the Company’s Enhanced Clawback Policy (as may be amended from time to time), including the restrictive covenants set forth therein, which Enhanced Clawback Policy shall apply to incentive-based compensation granted to Employee in any prior fiscal year to the extent Employee’s target long-term incentive award opportunity for such fiscal year based on the grant date value was equal to or greater than $500,000, (c) any clawback and forfeiture provisions set forth in this Agreement and (d) any other clawback, forfeiture, recoupment, or similar requirement required to apply to incentive-based compensation granted to Employee under the programs, policies and procedures of the Company (as may be adopted from time to time) by any current or future applicable law or listing standard or regulatory body.

11.Agreement of Employee

By signing (electronically or otherwise) this Agreement and/or electronically accepting the associated Award grant, Employee (1) agrees to the terms and conditions of this Agreement, (2) confirms receipt of a copy of the Plan and all amendments and supplements thereto, and (3) appoints the officers of the Company as Employee’s true and lawful attorney-in-fact, with full power of substitution in the premises, granting to each full power and authority to do and perform any and every act whatsoever requisite, necessary, or proper to be done, on behalf of Employee which, in the opinion of such attorney-in-fact, is necessary or prudent to effect the delivery of the Jacobs Common Stock to Employee or the forfeiture of the Award to the Company, in accordance with the terms and conditions of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth above.

JACOBS SOLUTIONS INC.

Robert V. Pragada

Chief Executive Officer

Document

Exhibit 10.3

1999 Bryan Street

Floor 35

Dallas, TX 75201

USA

May 8, 2024

Mr. Venkatesh Nathamuni

Delivered via e-mail

Jacobs is embarking on a new and bold strategy that enables us to deliver purpose driven and technology enabled solutions to our clients. This strategy requires that we have a culture of inspiration, inclusion, and innovation and that we have a strong leadership team to drive and implement our bold strategy. I am pleased to confirm our offer to you to join us at Jacobs Solutions Inc. as Executive Vice President and Chief Financial Officer (CFO). You will report directly to me and will be a key member of the Executive Leadership Team who will lead and drive this important strategy to create our future. We are excited about the vision, capabilities, and leadership that you will bring to Jacobs.

Below are the compensation elements offered to you for the EVP and CFO role:

•Date of hire is anticipated to be June 3, 2024 upon acceptance of the terms and conditions outlined in this letter and the attached Employee Acceptance Statement.

•Biweekly pay rate of $24,038 for an annual starting salary of $625,000. Compensation is reviewed annually and is based on individual performance and market competitiveness. The position is classified as exempt.

•Participation in Jacobs’ Leadership Performance Plan (LPP) with an incentive target of 100% of your base salary ($625,000).  Your fiscal year (“FY”) 2024 opportunity will not be prorated, meaning you will be paid based on the LPP’s established performance metrics for corporate functions as though you were with Jacobs the entirety of FY2024.  Annual incentives are based on position and are subject to performance and other requirements as described in the terms and conditions of the plan.

•A FY2024 Leadership Long Term Incentive (LLTI) award of $1,750,000, as approved by the Board. Per practice for executives at your level, 40% of the LTI value ($700,000) will be granted as restricted stock units (RSUs) and 60% of the LTI value ($1,050,000) will be granted as performance stock units (PSUs). All stock grants are subject to your acceptance of the associated restricted covenants outlined for stock grants at Jacobs. Below is the breakout of both RSUs and PSUs:

Restricted Stock Units (RSUs) - $700,000 will be granted on your first day of employment and will vest 25% on each anniversary of the grant date, subject to your continued employment. The specific number of RSUs will be determined based on the closing stock price on the grant date.

Performance Stock Units (PSUs) - $1,050,000 Performance Stock Units (PSUs) with a three-year performance period ending November 2026 based on the same performance targets as the fiscal year 2024 grants provided to the Company’s senior management in November 2023.

•A sign-on bonus of $500,000 in the form of Restricted Stock Units (RSUs), as approved by the Board, will be granted on your first day of employment, with 50% vesting after one year and the remaining 50% vesting after the second year from the grant date. This grant is also subject to your acceptance of the associated restricted covenants.

Venkatesh Nathamuni

•A cash sign-on bonus of $150,000 paid to you within 30 days of your start date with Jacobs. If you should voluntarily resign prior to June 2025, you agree to repay Jacobs 50% of your sign on bonus.

•Eligibility to participate in the Jacobs’ Executive Deferral Plan (EDP), subject to the terms and conditions of the plan. This voluntary plan is reserved for a select group of management and highly compensated employees. The Executive Deferral Plan is a “non-qualified” plan which assists participants in achieving retirement income objectives in a tax efficient way. Current tax laws limit the amount of compensation that employees can tax defer under “qualified” benefit programs, such as a 401(k) plan. The EDP allows mid-year hires to defer up to 50 percent of their base pay and 100% of LTI awards, and in November for the annual enrollment process you can also defer up to 50 percent of your annual bonus. We will provide you with enrollment materials separately from this letter.  If you are interested in deferring your LTI awards this year, you must make your election prior to your start date.  Otherwise, base salary deferral elections must be made during your first 30 days of employment. All elections, once made, are irrevocable until the next EDP plan year enrollment and elections period; we encourage you to obtain your own tax advice relative to whether to participate and at what deferral levels in the EDP.

• Participation in the US-based employee benefits program described in the enclosed benefits brochure.

•As an EVP, you will be a participant in our Personalized Paid-Time Off program and eligible for an annual executive physical and financial services through AYCO.

As approved by the Human Resources and Compensation Committee of the Board, you will also be eligible, subject to its terms, for the Jacobs Solutions, Inc. Executive Severance Plan (“Executive Severance Plan”), attached.

Please review the enclosed Employee Acceptance Statement, which notes our conditions of employment and your rights and responsibilities. None of the provisions of this letter or any other Jacobs’ policy or procedure will be construed as an employment agreement.  Jacobs is an employer-at-will, wherein either party may terminate the employment relationship with or without cause at any time.

If you agree to the foregoing terms of employment and accept this conditional offer, please accept this offer by May 13, 2024.  By accepting this offer you also acknowledge that you are not relying on any promises or representations other than those set forth above in deciding to accept this conditional offer of employment.

Venk, we are very pleased at the prospect of you joining Jacobs, and I look forward to your enterprise-wide leadership and the contributions you will make towards Jacobs’ future success.

Sincerely,

/s/ Bob Pragada

Bob Pragada

Chief Executive Officer

Venkatesh Nathamuni	2

Please sign, date, and return your acceptance to Shelie Gustafson at shelie.gustafson@jacobs.com.

I hereby accept the terms and conditions of this offer letter.

/s/ Venkatesh Nathamuni                    May 12, 2024

______________________________________________        _____________

Venkatesh Nathamuni                            Date

ATTACHMENTS:

2024 Benefits Guide

2024 Holiday Schedule

FY24 LTI and LPP Brochures

Executive Deferral Plan

Executive Severance Policy

Venkatesh Nathamuni	3

EMPLOYEE ACCEPTANCE STATEMENT

The following information addresses Jacobs’ employment requirements and your rights and responsibilities. Jacobs is an employer at will; wherein, either party may conclude the employment relationship at any time.

Equal Employment Opportunity Jacobs provides a workplace free of discrimination and harassment. Our Equal Employment Opportunity and Affirmative Action Programs promote equality in the design and administration of personnel actions, such as recruitment, compensation, benefits, transfers and promotions, training, and social and recreational programs. These activities shall be administered equitably without regard to race, color, religion, gender, national origin, age, sexual orientation, gender identity, disability, veteran status or any other characteristic protected by country, regional or local law.

Any employee with questions or concerns about any type of discrimination in the workplace is encouraged to bring these issues to the attention of his/her immediate supervisor, the Human Resources Department, the Compliance Officer and/or the Integrity Hotline. Employees can raise concerns and make reports without fear of reprisal. Anyone found to be engaging in any type of unlawful discrimination will be subject to disciplinary action up to and including termination of employment.

References Employment is conditional upon completion of an application of employment. Employment is also conditional upon satisfactory reference checks and/or background screening, as appropriate. You authorize any and all persons, schools, companies, and other organizations to supply Jacobs with any information they have concerning you as it relates to employment eligibility and qualifications and release them from liability with respect thereto. You agree that if Jacobs finds any misrepresentation or is dissatisfied with the results of any portion of this review, any offer of employment may be withdrawn or employment terminated.

Employment Eligibility As a requirement of the U.S. Immigration Reform and Control Act of 1986, all employees hired to work in the United States must show evidence of employment eligibility and identity. Employment is conditional upon your ability to verify your eligibility for employment with Jacobs in the United States. During the onboarding process, you will be asked to provide information and acceptable documents in order to complete the Form I-9, Employment Eligibility Verification.  The list of acceptable documents can be found on the form which can be found on the U.S. Citizenship and Immigration Services web site at http://www.uscis.gov/i-9.  Please be prepared to comply with this requirement within three (3) business days of starting work.

Drug-Free Workplace You understand that in accordance with Jacobs’ policy, employment is conditional upon you passing a pre-employment drug screen prior to your start date.

Confidentiality and Business Conduct As a further condition of employment and as part of your Onboarding process, you will be asked to read and acknowledge a Confidentiality Agreement and the Jacobs Code of Conduct.

31 Day Benefits Rule (Applies to Benefits-Eligible Employees only) Due to Section 125 of the IRS Regulations, employees are required to enroll in benefits within 31 days of

Venkatesh Nathamuni	4

eligibility.  Your date of eligibility is your date of hire mentioned in the above letter.   Benefits are effective on the first of the month coincident with or following your date of hire.  You have 31 days from the date of your eligibility to enroll in benefits.  If you do not enroll by this deadline, you will waive your privilege to participate in those Jacobs benefits for which no enrollment election was made.  You will not be able to make any changes or elect benefits UNLESS you experience an IRS Qualified Life Event or during annual enrollment (generally held in the fall for an effective date of January 1).

Venkatesh Nathamuni	5

Document

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Bob Pragada, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended December 27, 2024 of Jacobs Solutions Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Bob Pragada
Bob Pragada
Chief Executive Officer
February 4, 2025

Document

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Venk Nathamuni, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended December 27, 2024 of Jacobs Solutions Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Venk Nathamuni
Venk Nathamuni
Chief Financial Officer
February 4, 2025

Document

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. Section 1350

Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Jacobs Solutions Inc. (the “Company”) on Form 10-Q for the quarter ended December 27, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Bob Pragada, Chief Executive Officer of the Company (principal executive officer), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/Bob Pragada
Bob Pragada
Chief Executive Officer
February 4, 2025

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Document

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

Pursuant to 18 U.S.C. Section 1350

Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Jacobs Solutions Inc. (the “Company”) on Form 10-Q for the quarter ended December 27, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Venk Nathamuni, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Venk Nathamuni
Venk Nathamuni
Chief Financial Officer
February 4, 2025

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.