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JACOBS SOLUTIONS INC.

For the period ended Jan 28, 2026. Filed Dec 18, 2025.

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Jan 28, 2026 · Filed Dec 18, 2025

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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Filed by a Party other than the Registrant

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Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Under §240.14a-12
Jacobs Solutions Inc.(Name of Registrant as Specified In Its Charter)N/A(Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):
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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 2026 Annual Meeting of Shareholders & Proxy Statement Challenge accepted.

Notice of 2026 Annual

Meeting of Shareholders

& Proxy Statement

Challenge Accepted

CHAIR & CEO’S MESSAGE

Challenge Accepted

Fellow shareholders, Fiscal year 2025 marked an inflection point for Jacobs — driven by organizational focus, strategic alignment and positive momentum across markets with long-term tailwinds. In a dynamic global environment shaped by climate urgency, urbanization, geopolitical complexity and AI-driven digital acceleration, clients turn to Jacobs for trusted guidance and integrated solutions. Grounded in deep domain expertise and a legacy of delivery, we help them support resilience and opportunity through science-based, digitally enabled solutions — co-created with our clients and delivered through our culture of caring. A transformed Jacobs In 2025, we launched a bold, client-focused strategy to position Jacobs at the forefront of the world’s most pressing challenges. Jacobs now operates as a more focused organization centered on delivering services and comprehensive solutions to the Water and Environmental, Life Sciences and Advanced Manufacturing and Critical Infrastructure sectors. Our end markets represent long-term opportunities that demand multidisciplinary solutions. From clean water systems and advanced pharmaceuticals to resilient transportation and secure energy, we are building the essential systems of tomorrow. We refined our operating model and expanded our Senior Leadership Team to include broader representation of strategic thinkers and doers — strengthening alignment between strategy and delivery. Market momentum Client investment in Water is accelerating. Across our portfolio, we operate and maintain strategic water assets for clients — offering real-time insights that drive better capital planning and operational performance. We’re supporting municipalities like the Metropolitan Sewer District of Greater Cincinnati with infrastructure that reduces grid dependence and turns biosolids into a resource.
Our Environmental services are very relevant to every market we serve, particularly in planning and remediation. Our deep expertise shapes every Jacobs project, often starting with early-stage design and permitting. In Advanced Manufacturing, we’re responding to a meaningful expansion in investment across the data center, semiconductor and Life Sciences sectors, and we are seeing an uptick in cross-cutting opportunities. For industry leaders like Nvidia, we’re creating digital twins of artificial intelligence (AI) factories to optimize power, cooling and network systems. An exciting growth segment in Life Sciences is GLP-1 and monoclonal antibody production where we provide support across 12 active facilities globally which encompass more than 3 million square feet of manufacturing space. In Critical Infrastructure, our Cities & Places, Energy and Transportationmarkets continue to attract long-term investment from both public and private sector clients. Our longstanding relationships and global delivery capabilities position us to deliver complex programs that improve quality of life. As engineering consultant for the Interborough Express, we’re helping the Metropolitan Transportation Authority deliver a transformative light rail system in New York, enhancing mobility, reducing travel times and supporting sustainable growth. We’re also delivering design and advisory services for King Salman International Airport, a next-generation aviation program in Saudi Arabia. Our Energy & Power business continues to grow as both public and private sector clients are turning to us to modernize transmission and distribution systems, integrate renewables and meet rising demand from AI-powered data centers —
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underpinned by our decades of experience in major program delivery and our ability to deliver sustainable solutions. We’re also delivering complex government facilities and giga-scale developments — particularly across the Middle East and Asia Pacific — with a focus on national security, resilience and strategic infrastructure.

Focused on financial discipline and profitable growth

In fiscal 2025, we delivered strong results against a dynamic economic backdrop, anchored by a commitment to disciplined fiscal management. We closed the year with meaningful year-over-year margin expansion and a record consolidated backlog which grew 6% to $23.1 billion. We maintained a healthy balance sheet and advanced strategic investments, repurchasing a record $754 million of our shares.

Powering transformation through PA

Our collaboration with PA Consulting continues to drive growth and accelerate Jacobs’ position as a leading provider ofend-to-end lifecycle solutions — embedding us earlier in client journeys and deepening our role in strategic advisory, innovation and transformation. In fiscal 2025, PA leveraged strong market demand, expanded client relationships and sharpened itsgo-to-market strategy — delivering double-digit growth in their stock of work.

PA holds a leading position in the U.K. defense sector, supporting programs in innovation, cybersecurity and transformation. Jacobs has scaled PA’s delivery through shared digital services and talent augmentation. Together, we are bringing advisory and digital capabilities to a broader client base — including support for Dallas Fort Worth International Airport’s digital transformation initiative and strategic advisory to the U.K. public sector. In the Middle East, we are advancing sustainability in aviation, unlocking new value for clients and positioning for global expansion.

Innovation and digital enablement

While Jacobs has been deploying AI tools across client solutions for years, in 2025, we formalized our enterprise-wide approach with a company-wide AI roadmap, governance model andgo-to-market strategy. AI is central to how we scale delivery, enhance client value and improve internal efficiency — including through Jacobs AI, which is streamlining knowledge share and enhancing productivity and project delivery.

We expanded deployment of Jacobs’ proprietary platforms, and our digital tools are increasingly embedded into project lifecycle management — integrating water, energy, transportation and other systems into unified, data-driven strategies. From smart water to automated design and cybersecurity, we’re applying AI where it matters most: in outcomes.

People, culture and sustainability

Our people remain at the heart of our business. In 2025, we launched holistic and interconnected initiatives to strengthen talent development and employee experience, including our Hybrid Work model, reinforcing flexibility while maintaining strong client and team connections. We launched Jacobs University — a global learning hub for skill-building and leadership development — and introduced the Talent Marketplace, a new digital platform that enables employees to explore growth opportunities across Jacobs.

In March, we marked the 20th anniversary of the Texas City refinery explosion — a somber and tragic reminder that we used to reaffirm our commitment to BeyondZero® and continue evolving our culture of caring through global step backs and leadership engagement. We also launched PlayBeyond 2025+, our updated sustainability approach. Through PlanBeyond®, we continue to embed sustainability principles into client solutions — from coastal restoration and renewable integration to environmental compliance and nature-based systems.

Our thriving global integrated delivery model enables us to scale delivery, access specialized expertise and offer clients around-the-clock support. With low attrition and strong recruitment, we remain a destination for purpose-driven top talent.

We also extend our sincere appreciation to Peter J. Robertson, who is retiring from the Board of Directors after 16 years of distinguished service. His global perspective, industry insight and leadership — particularly as Chair of the Human Resource & Compensation Committee — have made a lasting impact on Jacobs.

Looking ahead

As we look further into fiscal 2026, Jacobs is well-positioned for continued growth. With strong data center client demand and continued momentum in Life Sciences, Water, Advanced Manufacturing and Energy — we’re positioned to capitalize on our integrated digital solutions and global delivery capabilities.

Our ambition is clear: With strong execution and disciplined focus, we strive to grow in geographies and sectors aligned to strategic opportunities. We’re focused on scaling our AI capabilities, optimizing our PA relationship and delivering bold, future-focused solutions to the world’s most complex challenges.

We move forward with clarity, capability and conviction. To our clients, partners and shareholders — thank you for your trust, partnership and the opportunity to contribute to your purpose. And to our people — thank you for your unwavering drive to make a difference and your continuing commitment to our inclusive culture where every employee is able to thrive. Together we are accepting the challenge — building a legacy that will benefit our communities for generations to come.

Sincerely,

Bob Pragada

Chair and Chief Executive Officer

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Jacobs is now a more focused, higher-margin company — aligned to global demand trends, organized for growth and positioned to lead in science-based consulting and digitally enabled solutions through our Infrastructure and Advanced Facilities (I&AF) and PA Consulting businesses.

Through our new strategy, we are concentrating our capabilities where client needs and long-term market tailwinds intersect — Water and Environmental, Life Sciences and Advanced Manufacturing, and Critical Infrastructure.

These end markets present enduring global challenges — from water scarcity and energy security to digital transformation and health innovation. Jacobs brings technical depth, trusted partnerships and delivery scale to help clients tackle these challenges through integrated, forward-looking solutions.

We’ve refined our operating model to engage earlier in the project lifecycle, strengthen the integration between strategy, engineering and delivery, and increase agility across our global footprint. Our collaboration with PA Consulting combines advisory, digital and implementation capabilities — enabling clients to make better decisions and implement complex, transformative programs with confidence.

This comprehensive capability allows us to redefine the asset lifecycle — from upfront strategy and system planning to design, construction and operations — grounded in science, enabled by digital solutions, and delivered with a deep understanding of client needs. Across end markets, we’re delivering capital-intensive, nationally significant programs that improve resilience, enhance sustainability and support economic growth.

We continue to invest in capabilities that drive differentiation and long-term value: sustainability, AI, global delivery and programmatic execution. With clearer portfolio focus, scalable platforms, and a disciplined approach to growth, Jacobs is well positioned to help clients meet the challenges — and opportunities — of a rapidly evolving world.

OUR STRATEGIC VISION:

REDEFINING THE ASSET LIFECYCLE

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Donald C. Tillman Advanced Water Purification Facility

Los Angeles, U.S.

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.

Red & Purple Line Modernization Phase One

Chicago, U.S.

As owner’s representative for one of the Chicago Transit Authority’s largest-ever transit modernization programs, Jacobs coordinated the complex design-build delivery of a safe, more reliable and accessible network for passengers. The project rebuilt four century-old stations, upgraded track and signaling, and constructed a new bypass to relieve congestion and strengthen the long-term resilience of Chicago’s rapid transit system.

Thames Tideway Tunnel

London, U.K.

Jacobs has served as program manager for the 25-kilometer Thames Tideway Tunnel, one of Europe’s most complex wastewater infrastructure projects, designed to intercept storm overflows and protect the River Thames. Now in final testing and commissioning, the project is already capturing millions of tons of wastewater each year, improving river water quality, enhancing safety and biodiversity, and creating long-term social and environmental benefits for London.

Ejby Mølle Water Resource Recovery Facility

Odense, Denmark

In collaboration with VCS Denmark and through numerous process innovations, Jacobs transformed Ejby Mølle from a major power consumer into an energy-positive operation that generates 150% of its own electricity and heat and supplies surplus to the grid. The project reduced operating costs, improved carbon performance, and demonstrated the potential of sustainable, circular water infrastructure, all while maintaining strict effluent compliance.

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The Mukaab

Riyadh, Saudi Arabia

In joint venture, Jacobs is providing design services for The Mukaab, the landmark centerpiece of Riyadh’s New Murabba development — a transformational mixed-use destination inspired by traditional Salmani architecture. The development combines innovation, sustainability and digital technology to create a human-centered urban experience that advances Saudi Arabia’s Vision 2030.

FUJIFILM Biotechnologies

North Carolina, USA

Jacobs delivered engineering, procurement and construction management services for one of North America’s largestend-to-end cell culture contract development and manufacturing organization (CDMO) campuses — a $3.2 billion project integrating drug substance manufacturing, automated fill–finish, and large-scale packaging. By employing modular replication, digital execution, and rigorous safety controls, the facility accelerates global biopharma supply resilience while creating a replicable model for future manufacturing sites.

Marinus Link

Tasmania and Victoria, Australia

Jacobs is serving as the Integrated Delivery Partner for Marinus Link, an approximately 214-mile undersea and underground high-voltage direct current (HVDC) electricity and data interconnector that will strengthen energy security, support renewable generation and deliver benefits to consumers across Tasmania, Victoria and the National Electricity Market. We’re overseeing the establishment and ongoing delivery of the first 750-megawatt stage, managing engineering and construction packages and implementing governance for the HVDC cable and supporting substation infrastructure to advance Australia’s clean-energy transition.

NVIDIA Omniverse DSX Blueprint for AI Factory Digital Twins Global

Jacobs is collaborating with NVIDIA to develop advanced digital twins into validated designs across complex architectural, mechanical, power and electrical systems. NVIDIA Omniverse DSX Blueprint is a roadmap to simulate and optimize digital twins for AI factories that allows earlier insight into performance, energy use and resilience, helping deliver next-generation AI infrastructure that is more efficient, reliable and sustainable.

Orlando Utilities Commission Florida, USA

Jacobs helped Orlando Utilities Commission (OUC) redefine utility operations and community resilience as the design lead for Florida’s firstnet-zero energy utility campus. With solar generation, rainwater harvesting, and future-ready systems for battery storage and floating solar, the new St. Cloud Operations & Maintenance Center strengthens OUC’s storm recovery capabilities while supporting long-term carbon reduction goals.

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At Jacobs, our purpose and values guide every decision we make. As we navigate an era defined by rapid technological advancement, environmental urgency and evolving stakeholder expectations, our commitment to creating a more connected, sustainable world has never been more important. Through PlanBeyond®, our sustainable business approach, we embed sustainability into everything we do — from how we operate to the solutions we deliver and the partnerships we form.

PlanBeyond® 2025+ reflects our commitment to aligning to measurable outcomes and global frameworks, delivering long-term value for society and the planet while helping clients plan beyond today.

Embedding sustainability across the business

Sustainability continues to be a key driver of Jacobs’ growth and differentiation. We’re deepening its integration across our operations and decision-making, ensuring it remains intrinsic to our purpose and long-term value creation.

Our sustainability journey is defined by continuous improvement, transparency and impact. We’ve built trusted client relationships through sustainability-aligned solutions that advance our global strategy. PlanBeyond 2025+ reflects our evolving role — not just responding to global change, but actively shaping what’s next alongside our clients, partners and people.

Whether through client solutions or how we operate our own business, we prioritize positive social, environmental and economic outcomes, while improving resilience. Our sustainability reporting is aligned with, and informed by, global reporting frameworks and standards.

Accelerating climate action

We continue to advance a suite of strategic actions to reduce our carbon footprint. With our commitment to purchasing 100% renewable electricity and our currentnet-zero target validated by the Science Based Targets initiative, we are driving progress across our operations and supply chain.

One of our most ambitious current goals is to reachnet-zero across our value chain by 2040. As we work toward that goal, we support our suppliers identifying opportunities to reduce carbon emissions, improve climate resilience and promote accountability across our ecosystem.

We remain focused on reducing our environmental footprint, while influencing systemic change across our industry and the broader economic, social and environmental systems in which we operate.

Delivering integrated solutions with measurable impact

Jacobs is trusted to deliver some of the world’s most complex infrastructure and environmental programs — from city-scale water systems and national resilience strategies to energy transition programs and mobility decarbonization. Our greatest opportunity for creating value and positive impact lies in the work we deliver for clients. We harness advanced digital tools and artificial intelligence (AI)-driven insights to integrate sustainability and resilience across the entire project lifecycle. We use Jacobs tools like Evolve, Climate Risk Manager and Kaleidoscope to embed sustainability from the outset — assessing community impacts, climate and natural risks and long-term outcomes. We also collaborate across the enterprise, including with our Simetrica-Jacobs and Streetlight teams, to bring data-rich insights into project planning, delivery and impact measurement to support our clients.

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Global recognition

◾ Top Score in Global Disability Inclusion Benchmark (2025) covering United States, U.K., Germany, and for the first time Canada, Philippines and India. ◾ One of The Times Top 50 Employers for Gender Equality 2025 (U.K. operations) for fifth consecutive year. ◾ Gold Tier Employer on the Australian Workplace Equality Index (AWEI) LGBTQ+ Inclusion Awards 2025. ◾ India Workplace Equality Index (IWEI) Top Employer 2025 Silver Award. ◾ U.K. Disability Confident Employer (2025). ◾ Earned record score in Pride at Work, Canada’s 2024 Workplace Audit.

1 Annual Scope 1, 2 market-based and Scope 3 (Business Travel, Employee Commuting, and Upstream Fuel and Energy) GHG emissions (metric tonnes CO2e). This metric is related to the Sustainability-Linked Bond target.

2 Rebaseline is described in the Sustainability Linked Bond Progress Report.

Launched in FY25, our proprietary tool Evolve empowers our teams to integrate sustainability into client projects and measure impact. This AI-powered tool recommends tailored sustainability actions aligned to client goals and tracks progress against Jacobs’ science-based Impact Framework — helping deliver smarter, more resilient and more inclusive solutions that mitigate risk, reduce cost and create long-term value.

Strategic advancement and long-term value creation

We continue to invest strategically in the people, systems and partnerships that advance our long-term sustainability objectives and deliver client and shareholder value. In 2025, we expanded our enterprise-wide sustainability and resilience capabilities across seven core areas, including Decarbonization & GHG Management, Energy Transition, and Sustainable Business.

These capabilities are delivered through a cross-market operating model designed to enhance client outcomes, improve operational efficiency and mitigate risk. Investment is informed by a risk analysis, aligned with European Sustainability Reporting Standards, ensuring responsiveness to stakeholder expectations and regulatory developments.

We also strengthened our data governance and digital infrastructure to support more automated performance tracking and informed decision-making. Our strategic relationships with emerging technology providers and nature-based solution leaders are helping us scale sustainable innovation globally.

Empowering talent and growth

At Jacobs, our people are at the center of everything we do — the driving force behind our innovation, resilience and client success. Creating a workplace where everyone feels safe, supported, valued and empowered is core to who we are and how we lead.

We want Jacobs to be a place where people grow their careers, explore new opportunities and find meaningful purpose in their work. Regular employee pulse surveys track our cultural progress and guide improvement. FY25 latest results showed record participation and stronger inclusion, engagement and alignment, while highlighting employee interest in career growth and AI-focused learning.

During the fiscal year, we introduced several enterprise-wide initiatives designed to unlock talent mobility, foster leadership and support our people in building long-term, purpose-driven careers.

As we continue to embrace internal mobility and create a richer employee experience, we launched Jacobs University — a new global learning and development hub making it easier for our people to find training that’s interesting and relevant for building future-ready capabilities across all roles and regions. It includes four dedicated schools, each with specific resources for focused development – with more schools to come. We also introduced the Internal Talent Marketplace, a digital platform that enables employees to explore and receive internal opportunities, assignments and career pathways that align with their goals and experience. We also launched Jacobs AI Assist, our proprietary AI tool that makes our authoritative knowledge more discoverable and usable for our employees in their daily work.

Our global graduate development program and local apprenticeships equip our early careers professionals with the foundational skills, networks and knowledge for a successful career at Jacobs. In FY25, we also welcomed more than 1,300 graduates, interns and apprentices to our global team.

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Our Hybrid Work model, rolled out globally, reinforces flexibility while maintaining strong team collaboration and client connection. These programs reflect our commitment to offering our people a workplace that is adaptable, inclusive and empowering — wherever they are in the world.

With low attrition, strong recruitment momentum and high employee engagement, Jacobs continues to be a destination for purpose-driven talent. Our people are driven by shared values and a commitment to shaping a better future.

Fostering inclusion and belonging

TogetherBeyond® is our approach to living inclusion every day and enabling a sense of belonging globally. Inclusion is about tangible action that drives meaningful, measurable change, both in our Company and in the communities we serve. It means creating a workplace where our people are curious, embrace different perspectives and harness new ideas to bring to life the innovative, extraordinary solutions that our clients demand from us. By embracing varied perspectives and experiences, we foster greater creativity, faster decision-making, and a more connected, inclusive culture.

In FY25, we launched Find Your Community with employees to strengthen visibility, connectivity and impact across Jacobs’ wide range of communities — including our eight Jacobs Employee Networks (JENs), our 240+ communities of practice, Positive Mental Health Champions and other groups. We continued to invest in global programs that build awareness, empathy and allyship, while advancing accessibility and cultural understanding in project delivery, recruitment and community engagement.

Open to all employees, our JENs are an important part of fostering an inclusive culture that is integral to our Company strategy, recognizing that by valuing our people and their unique perspectives, we unleash empowerment, innovation and inspiration within Jacobs and across the communities we serve.

Our approach to health, safety, security & environment

Since its inception in 2007, our BeyondZero® program has consistently helped protect our people and the environment through proactive programs shaping how we operate and how we care for one another. What began as a commitment to health and safety has evolved into a broader philosophy that also includes psychological wellbeing, security, environmental responsibility and business resilience. It’s the cornerstone of our Culture of Caring℠ and a fundamental part of our values and identity.

Amid growing global complexities that test our ability to operate safely, securely and sustainably, we remain committed to proactive risk management and to delivering high-value solutions for our people, clients and communities.

In FY25, we achieved another year of zero employee fatalities at work and a total recordable incident rate 1 of 0.11, compared to the North American Industry Classification System’s most recently reported 2 aggregate rate of 0.60. This reflects our continued focus on protecting our people and creating resilient project environments. External recognition included five EBJ/CCBJ 3 awards for advancing environmental and climate resilience and the RoSPA 4 Patron’s Award for sustained health and safety excellence.

We also advanced our resilience program — enhancing emergency, crisis and continuity capabilities to support stability and performance during times of disruption. Our proactive wellbeing programs recognize the

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Sustainability ratings and recognitionfull spectrum of employee health — from physical to emotional, social to financial. In FY25, we expanded holistic wellbeing support offerings, including our Dedicated Workplace Support service, which compliments existing support like our Emotional Wellbeing Solutions digital portal. Our global community of nearly 1,800 Positive Mental Health Champions continues to grow — with 30% now serving as people leaders. These champions are trained to offer peer-level interim support, guiding colleagues toward professional options, while helping to reduce stigma and foster inclusion. Our Jacobs developed, free mental health check-in tool, One Million Lives, reached a significant milestone this year, with over 50,000 check-ins completed since launch. Our BeyondZero journey is not a destination — it’s a mindset. One that drives us to expand our impact, protect our people and partner globally to shape a safer, more sustainable future. We remain disciplined in strengthening our collective HSSE capability, positioning Jacobs to anticipate dynamic market demands and deliver responsible growth and lasting impact. Purposeful giving and volunteering Jacobs’ commitment to community is powered by our people. Through Collectively, our global giving and volunteering program, we empower employees to engage with causes aligned to our values. We offer paid volunteer time, donation matching, grant nomination and volunteer recognition awards to amplify their impact. In FY25, we mobilized support for communities impacted by natural and climate-related disasters, water insecurity and conflict. One powerful example: in June 2025, a team of 10 Jacobs employees joined non-profit Bridges to Prosperity to construct a suspended bridge across the Gatongati River in Rwanda. This was Jacobs’ 17th bridge build, providing safe, year-round access to education, healthcare, markets and essential services for more than 8,300 people. We also remain committed to inspiring the next generation of talent through our science, technology, engineering, arts and mathematics (STEAM) initiatives, including sponsorship of the International Science and Engineering Fair — a premier global competition engaging students from more than 300 affiliated science fairs worldwide and advancing the future talent pipeline. Together, we’re creating a company that our people are proud to work for — and a culture that delivers for our clients, our communities and one other.
◾ Dow Jones Sustainability World Index 2024 – 3rd consecutive year ◾ Dow Jones Sustainability North America Index 2024 – 5th consecutive year ◾ ISS ESG Corporate Rating 2024 – Prime status ◾ MSCI ESG Ratings 2024 – AA Leader rating ◾ Sustainalytics 2024 – Medium Risk rating ◾ CDP 2024 – Rank B ◾ EcoVadis 2024 – Gold medal ◾ Environmental Business Journal (EBJ) / Climate Change Business Journal (CCBJ) 2024 – Five awards for leadership in environmental and climate resilience
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We are pleased to invite you to join our Board of Directors and senior leadership at the Jacobs Solutions Inc. (the “Company”) 2026 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/J2026. 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 ItemsProxy Voting
1.Election of the directors named in the Proxy Statement tohold office until the 2027 Annual Meeting.It is important that your shares be representedand voted at the Annual Meeting. You can voteyour shares by completing and mailing theproxy card or voting instruction card sent toyou. You also have the option of voting yourshares electronically via the Internet or bytelephone. Voting instructions are printed onyour proxy card, voting instruction card, orNotice of Internet Availability of ProxyMaterials. To ensure your shares arerepresented at the meeting, please cast yourvote by mail, telephone or Internet as soon aspossible, even if you plan to attend the AnnualMeeting in person or via the virtual meetingplatform.
2.Advisory vote to approve the Company’s executive compensation.
3.Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 2, 2026.
4.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 3, 2025, will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof.

By order of the Board of Directors

Priya Howell

Senior Vice President, Deputy General Counsel and Assistant Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Shareholder Meeting to be held on January 28, 2026

This Proxy Statement and accompanying 2025 Annual Report to Shareholders are available athttp://materials.proxyvote.com/469814.

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 3, 2025, 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 28, 2026, either in person in Dallas, Texas or virtually during the live webcastIf 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.
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