Form 4: Jacobs EVP Allen Reports Stock Transactions

Jacobs Solutions Inc. Executive Vice President William B. Allen Jr. reported the vesting of performance stock units and receipt of restricted stock units, alongside tax-related share disposals.

Summary

• William B. Allen Jr., Executive Vice President of Jacobs Solutions Inc., reported several transactions on November 17, 2025, under a Rule 10b5-1 plan.
• Acquired 1,019 shares of common stock upon the vesting of performance stock units (PSUs) awarded on November 16, 2022. These PSUs vested at 84.6% based on the company's average adjusted earnings per share (EPS) over a three-year performance period.
• Acquired 1,889 shares of common stock upon the vesting of another set of PSUs awarded on November 16, 2022. These PSUs vested at 156.9% based on the company's average return on invested capital (ROIC) over a three-year performance period.
• Disposed of a total of 794 shares of common stock (249 shares, 460 shares, and 85 shares) at a price of $150.59 per share for tax withholding purposes related to the vesting of performance and restricted stock units.
• Received 1,329 restricted stock units (RSUs), where each RSU represents the right to receive one share of Jacobs common stock. These RSUs will vest in four equal annual installments beginning on the first anniversary of the grant date.
• Following these reported transactions, William B. Allen Jr. beneficially owns 32,418 shares of common stock directly.

Sentiment

Score: 6

Explanation: This Form 4 reports routine executive compensation activities, including the vesting of performance stock units (indicating performance targets were met) and the grant of new restricted stock units. While there are tax-related share disposals, these are standard. The overall sentiment is neutral to slightly positive, reflecting the normal course of executive incentive programs.

Positives

• The vesting of performance stock units indicates that the company met or exceeded specific performance targets (average adjusted EPS and average ROIC) over the three-year performance period.
• The ROIC-based PSUs vested at 156.9%, suggesting strong performance against that particular metric.
• The receipt of new restricted stock units aligns executive incentives with the company's long-term performance and shareholder value creation.

Negatives

• Disposal of 794 shares of common stock for tax withholding purposes reduced the direct beneficial ownership of the reporting person.

Future Outlook

The newly received 1,329 restricted stock units will vest in four equal annual installments, beginning on the first anniversary of the grant date.

Industry Context

This filing details routine executive compensation, a common practice across publicly traded companies to align management incentives with company performance and shareholder interests. The use of performance-based stock units (PSUs) tied to metrics like EPS and ROIC, and time-based restricted stock units (RSUs), is standard in executive compensation packages within the engineering and construction services industry, where Jacobs Solutions operates.

Comparison to Industry Standards

• The structure of executive compensation, utilizing performance stock units (PSUs) tied to financial metrics like EPS and ROIC, and restricted stock units (RSUs) with time-based vesting, is a widely adopted practice across global industries, including the engineering and construction sector.
• Companies such as AECOM, Fluor Corporation, and KBR, which are comparable in the professional services and construction engineering space, typically employ similar equity-based incentive programs to attract, retain, and motivate key executives, aligning their interests with long-term shareholder value.
• The specific vesting percentages (84.6% for EPS-based PSUs and 156.9% for ROIC-based PSUs) reflect the company's performance against its internal targets, which are set based on competitive benchmarking and strategic objectives.

Corporate Governance

Stakeholder Impact

• Shareholders: Executive compensation aligns management incentives with shareholder value creation. The vesting of PSUs based on EPS and ROIC indicates performance against key financial metrics.
• Employees: Reflects the company's executive compensation structure, which can influence broader employee incentive programs.

Next Steps

• The newly received restricted stock units will vest in four equal annual installments, starting on the first anniversary of the grant date.

Key Dates

Recommendation

This Form 4 reports routine executive compensation activities, including the vesting of performance stock units and the grant of restricted stock units, along with associated tax withholdings. It does not provide new material information regarding the company's operational performance or strategic direction that would warrant a change in investment recommendation. The transactions are expected and part of a pre-existing compensation plan.

Keywords

Jacobs Solutions Inc., J, Form 4, insider transaction, executive compensation, performance stock units, restricted stock units, stock vesting, William B. Allen Jr., beneficial ownership, EPS, ROIC