Jacobs Solutions Inc. - Mar 13, 2025 Form 4 Insider Report for Amentum Holdings, Inc. (AMTM)

Role: 10%+ Owner
Signature: /s/ Justin Johnson, General Counsel, Executive Vice President & Secretary
Stock symbol: AMTM
Transactions as of: Mar 13, 2025
Transactions value $: $0
Form type: 4
Date filed: 3/17/2025, 08:25 PM
Previous filing: Sep 25, 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AMTM	Common Stock	Other		-19.5M	-100%		0	Mar 13, 2025	See footnote	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jacobs Solutions Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On March 13, 2025, Jacobs Engineering Group Inc. ("JEG"), a wholly-owned subsidiary of Jacobs Solutions Inc. (the "Company" or "Jacobs"), exchanged 19,464,174 shares of common stock, par value $0.01 per share, of Amentum Holdings, Inc. (the "Amentum Common Stock") for aproximately 240 million Pounds in aggregate principal amount of term loans under its Amended and Restated Term Loan Agreement, dated as of February 6, 2023, by and among inter alia JEG, as borrower, Jacobs, as guarantor, the lenders party thereto and Bank of America, N.A., as amended. The exchanged portion of term loans have been retired. After giving effect to such exchange and retirement, Jacobs' aggregate outstanding borrowings decreased by approximately 240 million Pounds, or the equivalent of approximately $312 million based on an exchange rate of $1.2990 per 1 Pound.
F2	An additional 9,732,087 shares of Amentum Common Stock remain in escrow, subject to final determination of certain performance milestones in connection with a post-closing adjustment to the merger consideration provided in the transaction documents relating to the combination of Jacobs' Critical Mission Solutions and Cyber & Intelligence businesses with Amentum Parent Holdings LLC on September 27, 2024. While such Amentum Common Stock remains in escrow, Jacobs does not beneficially own or have any pecuniary interest in such Amentum Common Stock. To the extent any such Amentum Common Stock is released to Jacobs, Jacobs will not have voting power over the Amentum Common Stock and Jacobs will distribute to Jacobs' shareholders, on a pro rata basis, any such shares received by it.
F3	The shares of Amentum Common Stock beneficially owned by Jacobs were owned directly by JEG. Jacobs was an indirect beneficial owner of the retained securities.