Form 4: Jacobs Solutions President Reports Stock Transactions

Jacobs Solutions Inc. President Shannon Miller reported significant stock transactions, including vesting of performance units tied to EPS and ROIC, and receipt of new restricted stock units.

Summary

• Shannon Miller, President of Jacobs Solutions Inc., reported multiple transactions involving the company's common stock on November 17, 2025.
• Miller acquired 1,198 shares of common stock upon the vesting of performance stock units (PSUs) awarded on November 16, 2022, based on the company's average adjusted earnings per share (EPS) over a three-year period, representing 84.6% of the initially awarded PSUs.
• An additional 2,222 shares of common stock were acquired from the vesting of PSUs, also awarded on November 16, 2022, based on the company's average return on invested capital (ROIC) over a three-year period, representing 156.9% of the initially awarded PSUs.
• A total of 879 shares of common stock were disposed of at a price of $150.59 per share to cover tax withholding obligations related to the vesting of performance stock units (292 shares and 542 shares) and restricted stock units (45 shares).
• Miller received 3,586 restricted stock units (RSUs), with each RSU representing 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 transactions, Miller's direct beneficial ownership of common stock increased to 26,217 shares.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The vesting of performance-based awards, especially the strong ROIC performance (156.9%), indicates the company met or exceeded key financial targets. The receipt of new RSUs further aligns management with long-term shareholder value. Tax withholding is a routine, neutral event.

Positives

• The vesting of performance stock units (PSUs) indicates that Jacobs Solutions Inc. met its performance targets for average adjusted EPS (84.6% achievement) and significantly exceeded targets for average return on invested capital (ROIC) (156.9% achievement) over the three-year performance period.
• The receipt of 3,586 restricted stock units (RSUs) aligns management's long-term interests with shareholder value, as these units vest over four years.

Negatives

• A portion of vested shares (879 shares) was tendered for tax withholding, which is a standard practice but reduces the immediate net share gain for the reporting person.

Future Outlook

The newly received restricted stock units (RSUs) will vest in four equal annual installments, beginning on November 17, 2026, aligning future compensation with long-term company performance.

Industry Context

This Form 4 filing details routine insider transactions related to executive compensation, which is a standard practice across publicly traded companies to align management incentives with shareholder interests. The performance metrics (EPS and ROIC) used for PSU vesting are common in the engineering and construction services industry, reflecting key indicators of financial health and operational efficiency.

Stakeholder Impact

• Shareholders: The vesting of performance stock units based on EPS and ROIC demonstrates that management's compensation is tied to company performance, which can be viewed positively as it aligns executive incentives with shareholder value creation. The new RSU grant further reinforces this alignment.
• Employees (specifically Shannon Miller): The transactions represent a significant component of executive compensation, reflecting rewards for past performance and future incentives.

Next Steps

• The restricted stock units granted on November 17, 2025, will begin to vest in four equal annual installments starting on November 17, 2026.

Key Dates

Keywords

Jacobs Solutions Inc., J, Shannon Miller, Form 4, Insider Trading, Performance Stock Units, Restricted Stock Units, Stock Vesting, Executive Compensation, Beneficial Ownership, EPS, ROIC