Form 4: Jabil CEO Dastoor Reports Significant RSU Grants

Jabil Inc. CEO Michael Dastoor reported multiple restricted stock unit grants and tax-related dispositions, increasing his direct beneficial ownership.

Summary

• Michael Dastoor, CEO and Director of Jabil Inc., reported several transactions on October 16, 2025, involving the company's common stock.
• Acquired 38,140 performance-based Restricted Stock Units (RSUs) under the 2021 Equity Incentive Plan, vesting based on performance criteria from September 1, 2025, to August 31, 2028. The reported beneficial ownership increased to 279,826 shares.
• Acquired an additional 38,140 performance-based RSUs under the 2021 Equity Incentive Plan. The reported beneficial ownership remained at 279,826 shares.
• Acquired 19,070 time-based RSUs under the 2021 Equity Incentive Plan, vesting 30% on the first anniversary, 30% on the second, and 40% on the third anniversary of the October 16, 2025 grant date. The reported beneficial ownership increased to 298,896 shares.
• Disposed of 1,721 shares related to performance-based RSUs originally granted on October 20, 2022, which were certified on October 16, 2025, as not having met maximum performance metrics. The reported beneficial ownership decreased to 297,175 shares.
• Disposed of 6,093 shares at a price of $206.88 per share for tax withholding purposes. The reported beneficial ownership decreased to 291,082 shares.
• Disposed of 8,304 shares at a price of $206.88 per share for tax withholding purposes. The reported beneficial ownership decreased to 282,778 shares.
• My direct beneficial ownership of Jabil Inc. common stock following these transactions is 282,778 shares.

Sentiment

Score: 6

Explanation: The filing reports routine executive compensation in the form of RSU grants, which generally aligns management incentives with shareholder interests. While there were tax-related dispositions and a minor adjustment for performance not at maximum, the overall increase in potential future ownership is a slightly positive indicator for management alignment.

Positives

• Significant grants of Restricted Stock Units (RSUs) were made to the CEO, totaling 95,350 shares (38,140 + 38,140 + 19,070), aligning management's interests with long-term shareholder value.
• The RSUs are granted under the Issuer's 2021 Equity Incentive Plan, indicating a structured approach to executive compensation.

Negatives

• 1,721 shares from a previous performance-based RSU grant were disposed of because performance metrics were not met at maximum, indicating some targets were not fully achieved.
• A total of 14,397 shares (6,093 + 8,304) were disposed of to cover tax withholding obligations, reducing the immediate share count.
• One of the 38,140 RSU acquisitions did not result in an increase in the reported beneficial ownership in the filing, which is an unusual reporting discrepancy.

Risks

• The 76,280 performance-based RSUs (two grants of 38,140 shares) are subject to the achievement of specific performance criteria over a three-year period (September 1, 2025, to August 31, 2028), meaning the actual number of shares received could be less than the maximum.
• The 19,070 time-based RSUs vest over three years, meaning the full benefit is not immediate and is contingent on continued employment.

Future Outlook

The CEO's future share ownership is contingent on the vesting of the newly granted Restricted Stock Units. Performance-based RSUs will vest based on criteria achieved during the three-year period ending August 31, 2028, while time-based RSUs will vest in annual installments over three years from the October 16, 2025 grant date.

Industry Context

The granting of Restricted Stock Units (RSUs) to executive officers is a common practice in publicly traded companies across various industries, including manufacturing services, to incentivize long-term performance and align management's interests with shareholders. The structure of performance-based and time-based vesting is standard for executive compensation packages.

Corporate Governance

Stakeholder Impact

• Shareholders: The RSU grants aim to align the CEO's long-term interests with shareholder value creation, as a significant portion of his compensation is tied to company performance and stock price.
• Employees: The filing mentions the 2011 Employee Stock Purchase Plan, indicating broader employee participation in equity ownership, though the reported transactions are specific to the CEO.

Next Steps

• Vesting of 76,280 performance-based RSUs based on achievement of performance criteria during the period from September 1, 2025, to August 31, 2028.
• Vesting of 19,070 time-based RSUs in three installments on the first, second, and third anniversaries of the October 16, 2025, grant date.

Key Dates

Keywords

Jabil Inc, JBL, Michael Dastoor, SEC Form 4, Restricted Stock Units, RSU grants, executive compensation, insider transactions, equity incentive plan, performance-based compensation, time-based vesting