Jacobs Solutions Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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Military/Government/Technical
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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Form 8-K
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Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 18, 2025
(Exact name of Registrant as specified in its charter)
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Registrant's telephone number (including area code): (214 ) 583-8500
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
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| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | |||||||||
| $1 par value | |||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company | |||||
☐ | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ||||
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
Election of New Director
On November 18, 2025, the Board of Directors (the “Board”) of Jacobs Solutions Inc. (the “Company”) increased the size of the Board from 10 to 11 authorized directors and elected Diane Bryant to fill the vacancy, effective immediately. Ms. Bryant will serve for an initial term that will expire at the annual meeting of shareholders in 2026.
The Board, after consideration of all facts and circumstances, affirmatively determined that Ms. Bryant is an independent director under the corporate governance standards of the New York Stock Exchange and the Company’s guidelines for determining independence.
In connection with her election, Ms. Bryant will receive the standard, annual compensation for the Company’s non-management directors. This annual compensation includes (i) a cash retainer in the amount of $135,000 per year, and (ii) pursuant to the Company’s 1999 Outside Director Plan, as amended and restated, an award of restricted stock units with an aggregate value of $200,000, pro-rated based on her election date. Ms. Bryant will also be eligible to participate in the Jacobs Director Deferral Plan.
There were no understandings or other agreements or arrangements between Ms. Bryant, on the one hand, and any other person, on the other hand, pursuant to which she was appointed as a director of the Company. Furthermore, there are no transactions between Ms. Bryant and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the press release announcing the appointment of Ms. Bryant to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits:
| Exhibit No. | Description | |||||||
99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 19, 2025
| JACOBS SOLUTIONS INC. | |||||
| By: | /s/ Robert V. Pragada | ||||
| Robert V. Pragada | |||||
| Chair and Chief Executive Officer | |||||