Jacobs (J) Completes Equity for Debt Exchange

Jacobs (NYSE: J) today announced that it has successfully exited its equity stake in Amentum Holdings, Inc. ("Amentum") by exchanging 19,464,174 shares of common stock of Amentum held by its wholly-owned subsidiary, Jacobs Engineering Group Inc. ("JEG"), for approximately £240 million aggregate principal amount of JEG term loans. The Amentum common stock was sold by BofA Securities, Inc., as selling shareholder, to investors in a registered public offering that closed on March 13, 2025. After giving effect to the transaction and the retirement of the exchanged JEG term loans, Jacobs' aggregate outstanding borrowings decreased by approximately £240 million, or the equivalent of approximately $312 million.¹

Jacobs' Chair and CEO Bob Pragada commented, "We are pleased to have successfully completed this equity for debt exchange, achieving value for our shareholders through further debt reduction, within our previously announced timeline. Exiting our position in Amentum is another step in our business transformation strategy resulting in an industry leading science-based consulting and advisory company delivering resilient, digitally enabled infrastructure solutions having a positive impact on the world."

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. As previously disclosed, Jacobs intends to distribute any additional shares of Amentum common stock to which it becomes entitled on a pro rata basis to Jacobs' shareholders as of a record date that will be set once the final determination is reached.

BofA Securities, J.P. Morgan, Morgan Stanley, BNP Paribas and TD Cowen acted as joint book-running managers in the registered public offering of Amentum common stock.

This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any offer, solicitation or sale of the securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. An effective shelf registration statement, under which securities were sold, was filed previously with the U.S. Securities and Exchange Commission. The offering was made by means of a prospectus supplement and accompanying prospectus, copies of which may be obtained by contacting BofA Securities, Attention: Prospectus Department, 201 North Tryon Street, NC1-022-02-25 Charlotte, North Carolina 28255-0001, or by emailing: [email protected]; J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or email: [email protected]; or Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180 Varick Street, New York, New York 10014. An electronic copy may also be obtained at www.sec.gov.

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