Amentum Holdings Inc

S-11 amentumholdingsinc-sx1shelf.htm S-1

As filed with the U.S. Securities and Exchange Commission on March 10, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact Name of Registrant as Specified in Its Charter)

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Michele St. Mary

Chief Legal Officer and General Counsel

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ryan J. Patrone

Michael E. Mariani

Cravath, Swaine & Moore LLP

Two Manhattan West

375 Ninth Avenue

New York, NY 10001

(212) 474-1000

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box:☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 to Section 7(a)(2)(B) of the Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus supplement is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus Supplement dated March 10, 2025

P R O S P E C T U S S U P P L E M E N T

(To Prospectus dated , 2025)

19,464,174 shares

This prospectus supplement relates to the offer and sale of 19,464,174 shares of our common stock, par value $0.01 per share (the “common stock”). All of these shares of our common stock are currently held by Jacobs Engineering Group, Inc. (“JEG”), a wholly-owned subsidiary of Jacobs Solutions Inc. (“Jacobs”). We are registering such shares under the terms of the Registration Rights Agreement by and between us and Jacobs, dated September 27, 2024 (the “Registration Rights Agreement”). We will not receive any of the proceeds from the sale of shares of our common stock under this prospectus supplement.

In connection with the sale of shares of our common stock pursuant to this prospectus supplement, JEG will exchange 19,464,174 shares of our common stock for certain indebtedness of JEG held by Bank of America, N.A. (the “Lender”), an affiliate of the selling shareholder identified in this prospectus supplement, pursuant to an exchange agreement expected to be entered into following the date of this prospectus supplement. We refer to this exchange between JEG and the Lender as the “debt-for-equity exchange,” and we refer to the Lender, in its role in the debt-for-equity exchange, as the “debt-for-equity exchange party”. The affiliate of the debt-for-equity exchange party, BofA Securities, Inc., as the selling shareholder in this offering, will then offer those shares of our common stock acquired pursuant to such debt-for-equity exchange in this offering for cash pursuant to this prospectus supplement and the accompanying prospectus. If consummated, the debt-for-equity exchange will occur on the settlement date of this offering, immediately prior to, and its consummation is a condition to, the settlement of the selling shareholder’s sale of the shares to the underwriters. As a result, the consummation of the debt-for-equity exchange is also a condition to the settlement of the underwriters’ sale of the shares to prospective investors. As a result of causing JEG to exchange the shares of our common stock with the Lender, as an affiliate of the selling shareholder, prior to the settlement of this offering, Jacobs may also be deemed to be a selling shareholder in this offering solely for U.S. federal securities law purposes. See “Selling Shareholder” and “Underwriting (Conflicts of Interest).”

Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “AMTM”. On March 7, 2025, the last sale price of shares as reported on the NYSE was $19.99 per share.

In reviewing this prospectus supplement, you should carefully consider the matters described under the caption “Risk Factors” beginning on page 5 of the accompanying prospectus, as well as the risk factors and other information contained in our Annual Report on Form 10-K for the year ended September 27, 2024 (our “2024 Form 10-K”) and our Quarterly Report on Form 10-Q for the quarter ended December 27, 2024 (our “First Quarter 2025 Form 10-Q”), which are incorporated by reference into this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The shares will be ready for delivery on or about , 2025.

Joint Book Running Managers

The date of this prospectus supplement is , 2025.

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

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