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JACOBS SOLUTIONS INC

For the period ended Jan 29, 2025. Filed Dec 16, 2024.

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Jan 29, 2025 · Filed Dec 16, 2024

J$148.90+0.9%Stored close · as of Nov 6, 2026
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SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

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☐Preliminary Proxy Statement
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☒Definitive Proxy Statement
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☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Notice of 2025 Annual Meeting of Shareholders & Proxy Statement New horizons

CHAIR & CEO’S MESSAGE

New horizons

Global market leader

◾ Ranked N° 1 on Engineering News-Record (ENR)’s 2024 list of Top 500 Design Firms for the seventh consecutive year, and N° 1 on ENR’s 2024 Top 50 Program Management Firms for the fourth consecutive year. ◾ Placed on Dow Jones Sustainability World Index 2023 for the second consecutive year. ◾ Named on Forbes’ World’s Best Management Consulting Firms list for 2024. ◾ Named on Forbes’ World’s Top Companies for Women 2024. ◾ Awarded five Business Achievement Awards in 2023 by Environmental Business International. ◾ National Safety Council’s 2024 CEOs Who “Get It” list.

Fellow shareholders,

2024 was a year marked by unprecedented opportunities. We faced a rapidly shifting landscape — from climate imperatives to digital evolution, urbanization and infrastructure modernization. All throughout, we have remained unwavering in our purpose: to make the world smarter, more connected and more sustainable.

Our teams have driven innovation by advancing pioneering technologies, strengthening our commitment to sustainability, and fostering diverse, collaborative partnerships that allow us to scale our impact and deliver extraordinary solutions for the cities and industries of tomorrow.

This year, we intensified our focus on harnessing the power of data, artificial intelligence and clean energy to empower communities and industries to thrive in a rapidly evolving world. By focusing on our people, embracing digital transformation and upholding the highest standards of integrity and social responsibility, we continue to build a foundation that drives growth, adaptability and resilience.

Accelerating growth

During fiscal 2024, we delivered dynamic client solutions that build resilience and drive positive impacts. We advanced new collaborations and made significant strides in our portfolio optimization. We maintained a strong margin profile, repurchased $402.7 million in shares — allowing us to re-invest in the business while returning capital to shareholders — and demonstrated robust bookings and backlog, reflecting client trust.

We also took another step in our transformation journey by successfully completing the separation of our Critical Mission Solutions and Cyber & Intelligence government services businesses, which have combined with Amentum, creating a new, publicly traded player in the government services sector. This strategic move, completed in September 2024, positions both entities for long-term growth and advances

Jacobs with a more streamlined, focused and higher margin portfolio aligned to critical infrastructure, advanced manufacturing and sustainability.

Driving value for our clients

We partner with our clients to tackle their biggest challenges, delivering sustainable and equitable outcomes for society and the environment. Building on nearly eight decades of remarkable progress, we’re focused on distinct strategies across critical infrastructure, water and environmental, and life sciences and advanced manufacturing, where growth opportunities are fueled by the pressing need to address the world’s most complex problems.

Growing demand for resilient critical infrastructure continues, reflected by our work with clients such as National Grid, Amtrak, Los Angeles World Airports, Western Australia’s Water Corporation, and government agencies responsible for environmental protection and national security infrastructure. We’re seeing strong demand for our cross-market capabilities and digital solutions with our transportation and cities & places clients as they address population growth, infrastructure decarbonization, and digital and physical asset upgrades. Energy opportunities are driven by significant energy transition targets, industrial decarbonization, increased energy storage demand, and renewable generation investment.

Water and environmental services remain foundational elements of our portfolio, highlighted by major programs worldwide that reinforce our leadership. Our OneWater approach takes a holistic view of the entire water cycle, developing integrated, sustainable and equitable solutions with clients and communities. Our expansive environmental solutions cross every phase of the project lifecycle. Regulatory developments with emerging contaminants such as per-and polyfluoroalkyl substances (PFAS) in the U.S., Europe and elsewhere are increasing demand for our technical consulting and remediation capabilities.

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We’re also deploying our science-based consulting and advisory services across life sciences and advanced manufacturing, integrating our project lifecycle, digital and modular design capabilities to grow our pipeline year-over-year.

We continue to leverage the collective strengths of Jacobs and our strategic partnership with PA Consulting to create significant opportunities for our clients. Together, we support major projects like the Frederick Douglass Tunnel, one of the U.S.’s largest national transportation infrastructure investments, Louisiana’s offshore wind roadmap to promote energy security, and the U.K.’s Carbon Capture, Usage and Storage program.

Engage, inspire, nurture

We’re committed to creating a workplace where our people can make a difference and build their careers. By bringing together the best minds in the industry, we unlock career opportunities, nurture a supportive workplace and foster innovation to deliver the best outcomes for our stakeholders.

In alignment with our employee value proposition — A world where you can — we believe in providing an environment that supports employees so they are empowered to do great things for the world and for our clients. We signed DisabilityIN’s CEO Letter on Disability Inclusion, strengthening our commitment to building more inclusive workplaces that are accessible and equitable for differently abled people. We developed courses to help our people embody Jacobs’ values daily, enhance sustainability and digital skills, and collaborate to innovate.

It was an honor to be included in the National Safety Council’s 2024 CEOs Who “Get It” list in Safety+Health Magazine. This recognition reflects our commitment to our BeyondZero® culture of caring. I appreciate the drive and determination of our people to come together to foster a culture of caring that goes beyond compliance and metrics.

Focused leadership

Following the successful closure of the CMS transaction, General Vincent K. Brooks (U.S. Army, Retired), General Ralph E. Eberhart (U.S. Air Force, Retired), Barbara L. Loughran and Chris Thompson joined the Amentum Board of

Directors. I would like to thank each of them for their highly valued contributions to Jacobs’ Board of Directors over the years. Additionally, Steve Demetriou, who served as Chair since 2016, joined Amentum as their new Executive Chair. On behalf of the entire Jacobs team, I want to express our deepest gratitude to Steve for his exceptional leadership. I am deeply honored to succeed him as Chair and look forward to continuing to work with our Board of Directors.

We recently welcomed retired Vice Admiral Mary Jackson and Michael Collins to our Board of Directors, who bring further experience in strategic business growth and operational efficiency, and global management consulting, respectively. Louis Pinkham was elected to serve as Jacobs’ new Lead Independent Director, and I am excited about the opportunities our future collaboration will bring.

In June, we welcomed Venk Nathamuni as our new Chief Financial Officer. During a 30+ year career, which includes 15 years in executive-level finance and strategic leadership roles, Venk brings a wealth of knowledge and expertise to Jacobs and is committed to our objective of driving even greater value to our investors and stakeholders.

Looking ahead

We look forward to sharing our new long-term company strategy at our Investor Day in February. Our three growth accelerators — climate response, data solutions, and consulting & advisory services — will continue to evolve as we support client needs to operate in better, safer, more resilient ways, while navigating changing laws and regulations, digital transformation, resource security, net zero and beyond.

Supporting our strategic growth and our sustainability commitments, in fiscal 2025, we’re sharing our updated PlanBeyond® priorities and deploying our Evolve tool which generates recommendations to embed sustainability in all Jacobs’ projects to enhance their positive impact and resilience.

The future is the brightest it’s ever been for Jacobs as we seize opportunities to accelerate organic growth aligned with our purpose, deliver lasting impact and continue to lead our industry with

purpose. Our focus is on our future as a science-based consulting and advisory company delivering resilient, digitally enabled, infrastructure solutions.

As we look ahead, I am optimistic about the role Jacobs will play in addressing the world’s most pressing challenges. We are committed to delivering the next generation of solutions that not only meet the demands of today but inspire progress for generations to come. Thank you for your continued trust in Jacobs.

Sincerely,

Bob Pragada

Chair and CEO

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At Jacobs, we’re at the forefront of the world’s most complex critical infrastructure, advanced manufacturing and sustainability challenges — providing our clients with strategicend-to-end advisory and digitally enabled services to deliver impact and drive a better future for people, communities and the planet.

We help governments, cities, communities and private sector clients rethink how they advance sustainability and resiliency, cut carbon and environmental impacts, and deliver a better life for future generations. Our growth accelerators — Climate Response, Data Solutions and Consulting & Advisory services — enable us to deliver significant value for our clients, creating impactful solutions that advance sustainability and positive social outcomes in our communities.

Cities & Places

◾A top infrastructure priority for the port and the city, the Port of San Francisco Waterfront Resilience Program allows for the strengthening and adaptation of more than seven miles of waterfront. As program manager, we’re supporting the Port’s program to protect critical infrastructure, utilities and over $100 billion in other assets and annual economic activity.
◾Together with LatStudios and Bark Architects, we’re designing key parts of the Victoria Park / Barrambin project for Brisbane City Council. This project aims to make the park more accessible and enjoyable, turning it into a natural retreat and urban park for adventure, discovery and reconnection in the heart of Brisbane, Australia.
◾We’re supporting the U.S. Department of Homeland Security’s Federal Emergency Management Agency’s (FEMA) mission with hazard mitigation strategies to re-build communities and critical infrastructure following disasters in the West Zone Regions of the U.S. We also advise FEMA on use of sustainable, resilient practices that protect facilities from future disasters.

Energy

◾In collaboration with PA Consulting, we’re helping the Louisiana Department of Energy and Natural Resources in the U.S. to develop a comprehensive offshore wind roadmap that aims to promote the state’s energy independence, diversification and security while developing its workforce and local economy.
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Our purpose:

To create a more connected, sustainable world.

◾As Program Manager for the Alliance for Renewable Clean Hydrogen Energy Systems (ARCHES), a public private partnership establishing a statewide clean hydrogen hub in California, U.S. we’re supporting their energy transition efforts. One of seven national hubs granted funding by the U.S. Department of Energy Office of Clean Energy Demonstration, the ARCHES program will accelerate the state and national clean hydrogen economy.
◾We’re using advanced digital construction management tools and drone technology to support a solar and battery energy storage system project for Terra Solar, a wholly owned subsidiary of SP New Energy Corporation (SPNEC). When complete, the renewable energy project is expected to supply around 12% of the Philippines’ total energy demand and bolster progress towards a more sustainable, secure and resilient energy system.
◾Collaborating closely with National Grid, we drive efficient project solutions, design and consulting to support the U.K.’s net-zero and decarbonization goals. Services encompass securing funding, feasibility studies, detail design, project management, environmental services for substations, overhead lines and other critical network components.

Environmental

◾We’re working with wide-ranging clients across environmental, water, wastewater, solid waste, aviation and infrastructure domains to shape per-and polyfluoroalkyl substances’ (PFAS) solutions — utilizing our thorough understanding of PFAS chemical behavior, regulatory requirements and innovative treatment and remediation approaches. On the Jack Garland Airport PFAS Remediation Project in Canada, we’re supporting the City of North Bay with PFAS contamination at the airport.
◾As an architect-engineer, we’re providing environmental engineering, restoration and compliance services for the National Aeronautics and Space Administration (NASA) to support safe, sustainable operations for multiple NASA centers, component facilities and other critical infrastructure assets.
◾Under a five-year contract, we’re assisting the U.S. Environmental Protection Agency’s efforts to clean up and restore 22 of the 25 remaining Great Lakes Areas of Concern by 2030. This work streamlines and accelerates both Superfund and Great Lakes Legacy Act (GLLA) environmental cleanups and remediation oversight for the lakes and surrounding infrastructure.
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Transportation

◾Leveraging our global aviation and sustainability capabilities, we’re delivering masterplan and runway design for the King Salman International Airport in Riyadh, Saudi Arabia on behalf of King Salman International Airport Development Company. The project will prioritize low-carbon design, use of renewable energy and technological innovation to deliver more sustainable operations and an improved travel experience.
◾As part of a joint venture, we’re Amtrak’s Delivery Partner for the Frederick Douglass Tunnel program, one of the largest national transportation infrastructure investments in the U.S. The program will transform a ten-mile section of the Northeast Corridor, improving service, safety and travel times for users and driving economic growth and community development.
◾We’re delivering detailed design of the $15.4 billion River Torrens to Darlington project, the missing motorway link that will complete the 78km North-South Corridor in South Australia.
◾In Ireland, we’re providing multi-disciplinary capability to support the National Transport Authority’s BusConnects Cork Sustainable Transport Corridors program, planned to deliver a substantial upgrade to walking, cycling and bus infrastructure in the Cork region, while addressing climate change.

Water

◾Supporting PUB, Singapore’s National Water Agency, we’re providing professional engineering services for the development of the New Kranji Water Reclamation Plant (WRP). The project strengthens Singapore’s water resilience and used water management system.
◾We’re working with LA Sanitation and Environment and the Los Angeles Department of Water and Power as the progressive design-build contractor for the Donald C. Tillman Advanced Water Purification Facility and associated equalization basins. Representing one of the largest potable reuse projects in the U.S., together, the projects are a key part of the City of Los Angeles’ long-term water management objective to fully reuse its water supplies.
◾We’re working with Water Corporation, the largest water utility in Western Australia, to design, build, operate and maintain the Alkimos Seawater Desalination Plant in Perth, Australia. The plant will secure a climate-independent, sustainable water supply to more than 2.5 million Western Australians.
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Advanced Manufacturing

◾Working with CG Semi Private Limited, we’re delivering engineering design, procurement and construction services for a new Outsourced Semiconductor Assembly and Test facility at Sanand, Gujrat in India. Planned to be built on more than 28 acres, the facility will manufacture a variety of advanced and legacy packages for industries such as automotive, consumer, industrial and 5G.
◾As demand for data centers grows, we’re helping clients like Stream Data Centers in the U.S. with sustainability planning and reporting, as they integrate expanded sustainability practices and resilience into their operations.
◾In Portugal, we provided campus planning and design for the Sines DC owned by Start Campus, which with 1.2 GW capacity is one of the largest and most sustainable data center projects in Europe. The campus is intended to be a technology and energy powerhouse in a legacy industrial zone; with a Power Usage Effectiveness (PUE) of 1.1 and Water Usage Effectiveness (WUE) of 0.0 thanks to novel sea-water cooling techniques, it is slated to be net zero by 2030.

Life Sciences

◾Leveraging digital innovation and modular design, we’re supporting FUJIFILM Diosynth Biotechnologies’ $1.2B expansion of an end-to-end, large-scale cell culture contract manufacturing site in Holly Springs, North Carolina, U.S., which will significantly increase manufacturing capacity for biologic therapeutics and medicines for patients globally.
◾We completed delivery on MSD Biotech’s Dublin Drug Substance Facility to ramp up production capacity for one of their key oncology treatments. The design team’s innovative approach deploying 3D modeling to deliver each aspect of the program was celebrated by the 2024 Irish Construction Excellence Awards for Fit Out or Refurbishment Over €10m Category.
◾Leveraging our new Innovation and Resource Hub in Copenhagen and our broader European Life Sciences capability, we’re delivering design and construction support for large-scale biologics drug substance manufacturing capability to confidential clients in Denmark. Our design team uses digital replication to bring speed and efficiency to these rapid deployment projects. ∎
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At Jacobs, we’re invested in creating a more equitable society and a positive impact on the planet and our communities.

As sustainability regulations develop and global accountability increases, our clients are increasingly focused on making a positive impact and building resilience. Anchored in the United Nations’ (UN) Sustainable Development Goals (SDGs), PlanBeyond® integrates sustainability into our operations and client work — planning beyond today for a more sustainable future.

Driving positive impact

Through our client portfolio and our own operations, we focus on creating positive social and economic impacts while protecting the environment and improving resilience. One key ambition includes achieving net zero across our value chain by 2040.

We report our Environmental, Social and Governance (ESG) performance annually, following the Sustainability Accounting Standards Board framework and informed by Global Reporting Initiative standards.

In FY24, we had no significant fines ornon-monetary sanctions fornon-compliance with environmental laws or regulations.

Our Climate Action Plan outlines our climate mitigation and adaptation commitments. Ournet-zero target is approved by the Science Based Targets initiative, and our carbon neutrality status is in line with the international standard PAS 2060. As part of our Carbon Neutrality Commitment, we achieved 100%low-carbon electricity, and we became carbon neutral for our operations and business travel in 2020. By 2025, we aim for 65% of our purchased goods and services supplier spending to go to those with science-based targets. Our Climate Action Plan will be updated to a Climate Transition Plan in 2025.

In recent years, we’ve invested in technology to enhance virtual collaboration and help mitigate business travel and employee commuting carbon emissions. We’ve invested in tools and partnerships to help our people consider which business travel is essential and make more sustainable choices when it is necessary.

Our Sustainability-Linked Bonds (SLBs) further reflect how we are incorporating sustainability into the Company’s financing strategy, with the SLBs’ interest rate underpinned by two Key Performance Indicators – one linked to Gender Equality and Reduced Inequalities (UN SDG 5 and UN SDG 10) and the other to Climate Action (UN SDG 13).

In FY23, we also saw a 50% reduction in total value chain greenhouse gas (GHG) emissions (Scope 1, Scope 2 market-based and Scope 3) to 167,380 tCO 2 e, from a proforma FY19 baseline that reflects our acquisitions. Our net GHG emissions for Scopes 1 and 2 and Scope 3

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business travel after the application of energy attribute certificates (Scope 2 market-based) and carbon offsets for FY23 is zero. Third party verified data for FY24 will be issued in FY251.

Integrated approach to complex delivery

We deliver some of the most intricate, demanding and renowned critical infrastructure and transformative projects of today. Tools like Climate Risk Manager, Carbon First and Kaleidoscope help with critical project sustainability decisions by assessing climate risks, carbon impacts and system vulnerabilities.

Our BeyondExcellence SM approach guides us to continuously improve our operations and deliver high-quality, integrated solutions. We use our best practices and innovation to enhance future projects, help clients manage their own sustainability considerations and boost performance.

In FY25, we’ll share our updated PlanBeyond priorities and deploy our Evolve tool which will generate recommendations to embed sustainability into all Jacobs’ projects.

Powering change

Through Collectively SM , our global giving and volunteering program, employees are empowered to engage with charities and community organizations aligned with our values and strategic causes. We provide employee benefits for donation matching, grant nominations, paid volunteer time and volunteer rewards.

By example, in FY24, we supported communities devastated by events including natural and climate-related disasters, water security and scarcity, and the impacts of conflicts around the world. Our annual Water for People campaign raised more than $200,000 in corporate and employee funds to create local water and sanitation utilities around the globe. In June 2024, a team of 10 Jacobs employees built a bridge across the Mutumba River in Rwanda alongsidenon-profit Bridges to Prosperity, Jacobs’ 16 th bridge build. The Mutumba trail bridge will have a lasting impact 2 on the surrounding communities, enabling an expected 30% increase in annual income and approximately 2,600 more children with safe access to school.

Our employees drive further impact through our science, technology, engineering, arts and mathematics (STEAM) education and engagement programs enabling sustainability learning among young people. For example, our work with U.K. charity Become offers educational support to young people seeking STEAM careers and qualifications. Signing the U.K. Care Leaver Covenant in FY24, we’re committed to creating access to meaningful development opportunities and an inclusive workplace for young people leaving the care system. For the fourth consecutive year, Jacobs sponsored the environmental engineering category (with 81 finalist projects 3) in the Society for Science annual International Science and Engineering Fair, the world’s largest global science competition for high school students, enabling Jacobs to support the next generation of STEAM innovators.§

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Our culture and our people driving it are what truly defines Jacobs. Through authentic leadership, and by applying our core values to everything we do, we create trust and respect across our business. This empowers our people to foster innovation, create positive impact and deliver the best outcomes for all our stakeholders.

Together, we deliver extraordinary solutions for a better tomorrow and live by our employee value statement: “Jacobs. A world where you can.” Our strategy further connects our people to our purpose and helps us continue to evolve our culture to enable our talent to thrive.

In FY24, through thespin-off of our Critical Mission Solutions and Cyber & Intelligence government services businesses, we transitioned approximately a third of our employees to Amentum. This was undoubtedly challenging, yet we did so while reducing our natural attrition rate – truly a testament to our strong culture and the commitment of our people.

We continue to see strong levels of employee engagement throughout our business.

Empowered to change the world

Our employee programs, global learning resources and technology help our people collaborate, grow and develop careers in a supportive, high-performing workplace. Our people can pursue different careers and lifelong professional opportunities at Jacobs. We promote agile careers and continuous development for our employees, supporting a variety of different career paths.

Our global graduate development program and local apprenticeships equip our next generation of professionals with the skills, networks and knowledge for a successful career at Jacobs. In FY24, we welcomed close to 1,500 graduates, interns and apprentices to our global team.

Our e3 Learning platform makes learning and development opportunities easily accessible for our people and we expanded micro learnings directly into the employee inbox based on their development needs. Our new Living our Values series is a self-paced, mandatory learning experience on the platform tailored to help our people embody Jacobs’ values daily. The modules encompass caring for colleagues, clients and communities, emphasizing our collective responsibility to shape, impact and transform our culture.

As we advance our digital and data solutions to help clients work better and safer, we’re empowering our people to improve digital skills and leverage resources. We’re developing our proprietary AI tool, Jacobs AI, to make our authoritative knowledge more discoverable and usable for our people to enhance and support daily work.

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We also launched a new training series on sustainability and resilience — with modules tailored to different business areas, offering practical insights and guidance.

Wellbeing at Jacobs

We continue to grow and nurture our TogetherBeyond SM„ culture, our approach to living inclusion every day and enabling diversity and equity globally. Our focus has always been on “inclusion” first, with one of our four values being “We live inclusion.” By creating a culture of inclusion, diversity follows. It supports a workplace where we embrace different perspectives — our people are more creative and innovative as a result, which benefits our clients.

Whether connecting through our eight Jacobs Employee Networks, one of our 220+ Communities of Practice, or in other ways, our people collaborate on pivotal initiatives that create an inclusive workplace for our globally diverse employee population.

Integrating physical, emotional, financial and social wellbeing, we continue to enhance our global wellbeing programs, tools and benefits for our people and their families, giving them resources and support to be at their best. Origin, our global financial counseling benefit, is designed to help our employees manage their finances confidently and be financially resilient, both in the present and the future. Additionally, our partnership with Carrot brings free fertility healthcare and family-forming benefits for all paths to parenthood and provides support for menopause, low testosterone and more.

We’ve partnered with RethinkCare to provide our people with a free parental success solution and neurodiversity training benefit. We also expanded our flexible working arrangements to ensure our people have the time they need to balance commitments. Furthering our commitment to fostering an inclusive and supportive workplace, we extended the reach of our Disabilities and Reasonable Adjustment policies to better support differently abled individuals to participate fully in their employment.

Resilient future

Our BeyondZero® program continues to drive a safer, more secure, healthier and more resilient future for our people, our communities and the environment. We’re proud to have demonstrated safety excellence with another year of zero employee fatalities at work and a total recordable incident rate 1 of 0.17, compared to the North American Industry Classification System’s most recently reported 2 aggregate rate of 0.6.

Jacobs’ One Million Lives (OML) app continues to provide a free, publicly available, mental health check-in tool and resources enabling users to check their mental health and access proactive strategies for personal mental health development. More than 47,000 OMLcheck-ins have been completed since its launch in December 2020 to fiscal year end 2024.§

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NOTICE OF 2025

ANNUAL MEETING OF SHAREHOLDERS

When: Wednesday, January 29, 2025, at 12:30 p.m., Central Standard Time

Location: 1999 Bryan Street, First Floor, Dallas, Texas 75201 and online at www.virtualshareholdermeeting.com/J2025.

We are pleased to invite you to join our Board of Directors and senior leadership at the Jacobs Solutions Inc. (the “Company”) 2025 Annual Meeting of Shareholders (the “Annual Meeting”). This year, you may attend the Annual Meeting in person in Dallas, Texas or via the internet at www.virtualshareholdermeeting.com/J2025. To attend the meeting via the internet, simply enter the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on your proxy card, or in the instructions that accompanied your proxy materials.

Business Items

1.Election of the directors named in the Proxy Statement to hold office until the 2026 Annual Meeting.
2.Advisory vote to approve the Company’s executive compensation.
3-7To approve five separate amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Charter”) to remove the supermajority voting requirements for: (a) changes to the authorized number of shares of preferred stock; (b) amendments of the Company’s Amended and Restated Bylaws (the “Bylaws”); (c) certain significant transactions; (d) certain Charter amendments; and (e) certain voluntary reorganizations.
8.Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 26, 2025.
9.Discuss any other business that may properly come before the Annual Meeting.

Record Date

The shareholders of record at the close of business on December 2, 2024, will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

Proxy Voting

It is important that your shares be represented and voted at the Annual Meeting. You can vote your shares by completing and mailing the proxy card or voting instruction card sent to you. You also have the option of voting your shares electronically via the Internet or by telephone. Voting instructions are printed on your proxy card, voting instruction card, or Notice of Internet Availability of Proxy Materials. To ensure your shares are represented at the meeting, please cast your vote by mail, telephone or Internet as soon as possible, even if you plan to attend the Annual Meeting in person or via the virtual meeting platform.

How to Cast your Vote Your vote is important. All shareholders who owned common stock of the Company at the close of business on the Record Date of December 2, 2024, may vote. You may vote in one of the following ways:

Vote by Internet www.proxyvote.com

Vote by Telephone 1 (800) 690-6903 Or the telephone number on your proxy card

Vote by Mail Sign, date, and return your proxy or voting instruction card

Vote in Person Attend the meeting on January 29, 2025, either in person in Dallas, Texas or virtually during the live webcast

If your shares are held in a stock brokerage account or by a bank or other record holder, please refer to the instructions from your bank, brokerage account or other record holder.

By order of the Board of Directors

Justin C. Johnson

Senior Vice President, General Counsel and Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials

for the Annual Shareholder Meeting to be Held on January 29, 2025

This Proxy Statement and accompanying 2024 Annual Report to Shareholders are available athttp://materials.proxyvote.com/469814.

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ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.