Form 4: Jacobs CEO Pragada Reports Significant Equity Transactions

Jacobs Solutions CEO Robert V. Pragada reported recent transactions involving the vesting of performance stock units and the receipt of restricted stock units.

Summary

• Robert V. Pragada, Chair & CEO of Jacobs Solutions Inc. (J), reported multiple transactions related to company equity.
• On November 17, 2025, 17,988 shares of common stock were distributed upon the vesting of performance stock units (PSUs) awarded on November 16, 2022, representing 84.6% of the initial award based on average adjusted earnings per share (EPS) performance.
• On the same date, 33,362 shares of common stock were distributed upon the vesting of other PSUs, representing 156.9% of the initial award based on average return on invested capital (ROIC) performance.
• A total of 21,804 shares of common stock were tendered for tax withholding at a price of $150.59 per share, related to the vesting of performance stock units and restricted stock units.
• On November 18, 2025, Mr. Pragada received 27,501 restricted stock units (RSUs) at a price of $150.76 per unit, which will vest in four equal annual installments beginning on the first anniversary of the grant date.
• Following these transactions, Mr. Pragada's direct beneficial ownership of Jacobs common stock increased to 328,276 shares.

Sentiment

Score: 7

Explanation: The CEO received a substantial number of shares from PSU vesting, particularly driven by strong ROIC performance which significantly exceeded targets, and was granted additional restricted stock units, indicating continued long-term incentive alignment and confidence, despite EPS performance falling below target.

Positives

• Performance stock units tied to average return on invested capital (ROIC) vested at 156.9% of the initial award, indicating strong company performance in this area.
• The CEO's direct beneficial ownership of common stock increased to 328,276 shares, aligning management interests with shareholders.
• The receipt of 27,501 restricted stock units demonstrates continued long-term incentive alignment for the CEO.

Negatives

• Performance stock units tied to average adjusted earnings per share (EPS) vested at 84.6% of the initial award, indicating performance fell short of targets for this metric.
• A significant number of shares (21,804) were tendered for tax withholding, reducing the net shares received by the executive.

Future Outlook

The 27,501 restricted stock units received on November 18, 2025, are scheduled to vest in four equal annual installments, beginning on the first anniversary of the grant date.

Stakeholder Impact

• Shareholders: The increase in the CEO's direct beneficial ownership aligns his interests more closely with those of shareholders. The performance-based vesting provides insight into the company's operational performance against key metrics.
• Employees: The transactions are part of the company's Stock Incentive Plan, which broadly impacts employee compensation and retention strategies, though this filing specifically details executive compensation.

Next Steps

• The 27,501 restricted stock units will vest in four equal annual installments, starting one year from the grant date of November 18, 2025.

Key Dates

Keywords

Jacobs Solutions, J, Form 4, Insider Trading, Robert V. Pragada, CEO, Performance Stock Units, Restricted Stock Units, Equity Compensation, Stock Vesting, Corporate Governance