Management Change/Compensation Form 8 K

Item 1.01.Entry into a Material Definitive Agreement.

On September 27, 2024, Amentum Parent Holdings LLC ("Amentum") and Jacobs Solutions Inc. ("Jacobs") announced that they had consummated the previously announced combination of Amentum with Jacobs' Critical Missions Solutions and Cyber & Intelligence government services businesses (collectively, the "SpinCo Business") through a Reverse Morris Trust transaction. In accordance with the terms and conditions of the Agreement and Plan of Merger, dated as of November 20, 2023, as amended (the "Merger Agreement"), among Jacobs, the Company, Amentum and Amentum Joint Venture LP, the sole equityholder of Amentum ("Amentum Equityholder"), and the Separation and Distribution Agreement, dated as of November 20, 2023, among Jacobs, the Company, Amentum and Amentum Equityholder (the "Separation Agreement"), (1) Jacobs transferred the SpinCo Business to the Company and its subsidiaries (the "Reorganization") in exchange for the issuance by the Company of shares of common stock, par value $0.01 per share, of the Company ("Common Stock") and a cash payment of $1,000,000,000, subject to adjustment based on the levels of cash, debt and working capital in the SpinCo Business at closing (the "SpinCo Payment"), (2) thereafter, Jacobs distributed shares of Common Stock to Jacobs' stockholders without consideration on a pro rata basis (the "Distribution"), and a portion of the outstanding shares of Common Stock was retained by a subsidiary of Jacobs (such subsidiary, the "Contributing Subsidiary") and (3) immediately following the Distribution, Amentum merged with and into the Company (the "Merger"), with the Company surviving the Merger. As a result of the Distribution and the Merger, the Company has 243,302,173 issued and outstanding shares of Common Stock, of which Jacobs and its shareholders own 142,331,771 shares, consisting of 124,084,108 shares held by Jacobs' shareholders and the Contributing Subsidiary retaining 18,247,663 shares, representing 51% and 7.5%, respectively, of the issued and outstanding shares of Common Stock, and Amentum Equityholder owns 90,021,804 shares, representing 37% of the issued and outstanding shares of Common Stock. Pursuant to the Merger Agreement, 10,948,598 shares of Common Stock, representing 4.5% of the issued and outstanding shares of Common Stock, have been placed in escrow, to be released and delivered in the future to Jacobs and its shareholders or to Amentum Equityholder, depending on the achievement of certain fiscal year 2024 operating profit targets by the SpinCo Business.

In connection with the transactions described above (the "transactions"), on September 27, 2024, Jacobs, the Company, Amentum and Amentum Equityholder, as applicable, entered into several agreements, including, among others, a Transition Services Agreement, Project Services Agreement, Tax Matters Agreement, Stockholders Agreement, Registration Rights Agreement and other commercial agreements. A summary of the principal terms of each of the Transition Services Agreement, Project Services Agreement, Tax Matters Agreement, Registration Rights Agreement and Stockholders Agreement is set forth in the section titled "Certain Relationships and Related Party Transactions" contained in the information statement filed as Exhibit 99.1 to Amendment No. 4 to the Company's Registration Statement on Form 10 (File No. 001-42176) filed with the U.S. Securities and Exchange Commission (the "SEC") on September 13, 2024 (the "Registration Statement"), which summaries are incorporated herein by reference. Such agreements are attached hereto as Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 respectively, and incorporated herein by reference. The Merger Agreement, the amendment to the Merger Agreement dated August 26, 2024, and Separation Agreement were filed as Exhibits 2.1, 2.2 and 2.3 to the Registration Statement, and are incorporated herein by reference.