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Close of Nov 06, 2026 · end-of-day data
AMTM 8-K filings, explained
Every material Form 8-K Amentum has filed with the SEC since September 27, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Amentum Holdings' board approved an amended and restated employment agreement for Executive Chair Steven J. Demetriou, effective September 28, 2026. The filing sets a $625,000 base salary, a bonus at 100% of base salary, and a $1,250,000 long-term incentive target, and removes severance obligations except a pro-rata bonus and full accelerated vesting of outstanding LTI awards.
Base salary set at $625,000, effective September 28, 2026
Short-term bonus target is 100% of base salary
Long-term incentive target value at grant is $1,250,000
Severance removed, except pro-rata bonus and full accelerated LTI vesting
Amentum reported third-quarter fiscal 2026 revenue of $3,490 million, down 2% from $3,561 million a year earlier, while GAAP net income rose to $66 million from $10 million and adjusted diluted EPS rose to $0.67 from $0.56. The company raised its fiscal 2026 guidance for Adjusted EBITDA and adjusted diluted EPS but cut its revenue guidance, so shareholders see mixed signals on the year.
Revenue of $3,490 million fell 2% year over year; diluted EPS was $0.27 versus $0.04 and Adjusted EBITDA was $290 million, up 6%.
Free cash flow was $135 million, up 35% from $100 million; backlog reached $48.2 billion, up 8%.
FY2026 revenue guidance was cut to $13,800-$13,950 million from $13,950-$14,300 million.
FY2026 Adjusted EBITDA guidance was raised to $1,115-$1,140 million and adjusted diluted EPS guidance to $2.40-$2.50 from $2.25-$2.45.
Amentum reported second-quarter fiscal 2026 results for the period ended April 3, 2026, with revenues flat at $3.5 billion and net income rising to $54 million from $4 million a year earlier. The company reaffirmed its full-year fiscal 2026 guidance, which it says supports its long-term value for shareholders.
Revenues were $3,478 million, flat compared with $3,491 million in the prior-year quarter.
Diluted EPS was $0.22 versus $0.02 a year earlier; adjusted diluted EPS rose 13% to $0.60 from $0.53.
Fiscal 2026 guidance reaffirmed: revenues $13,950 million to $14,300 million and adjusted diluted EPS $2.25 to $2.45.
On April 24, 2026, the company completed a new $1.4 billion Term Loan A to repay and refinance its Term Loan B.
Amentum entered a First Amendment to its credit agreement, adding a new $1.400 billion term loan A, a $1.591 billion term loan B and a $1.000 billion revolving facility. The company used the term loan proceeds, together with cash on hand, to repay all outstanding borrowings under the existing credit agreement, which shareholders should note as a refinancing rather than a new source of cash for operations.
Term loan A of $1.400 billion matures April 24, 2031, with quarterly amortization starting September 30, 2026
Term loan B of $1.591 billion matures September 27, 2031, with 1.00% annual amortization
$1.000 billion revolving facility matures April 24, 2031; proceeds may be used for general corporate purposes
Term loan B has no financial maintenance covenants; term loan A and revolver require a maximum first lien net leverage ratio of 4.50 to 1.00
Amentum reported first-quarter fiscal 2026 results for the period ended January 2, 2026, with revenue down 5% year over year to $3.24 billion while GAAP net income rose to $44 million from $12 million. The company reaffirmed its full-year fiscal 2026 guidance, and free cash flow was an outflow of $142 million, compared with $102 million positive a year earlier.
Revenues were $3,237 million, down from $3,416 million (5%), which the company attributed partly to contract transitions to unconsolidated joint ventures, divestitures, and the government shutdown.
Net income was $44 million, or $0.18 per diluted share, versus $12 million, or $0.05 per share, a year earlier.
Adjusted diluted EPS was $0.54, up 6% from $0.51; Adjusted EBITDA was $263 million, flat year over year.
Fiscal 2026 guidance was reaffirmed, including revenues of $13,950 million to $14,300 million and Adjusted Diluted EPS of $2.25 to $2.45.
Amentum reported fourth-quarter and full-year fiscal 2025 results (ended October 3, 2025) and initiated fiscal 2026 guidance. Full-year GAAP revenue rose 72% to $14.4 billion and net income attributable to common shareholders was $66 million, compared with a $82 million loss a year earlier, largely reflecting the combination with Jacobs' CMS businesses. Fourth-quarter GAAP diluted EPS fell 42% to $0.16, while fiscal 2026 guidance calls for revenue of $13.95 billion to $14.30 billion and adjusted diluted EPS of $2.25 to $2.45.
Full-year GAAP revenue $14.4 billion, up 72%; pro forma revenue up 4% to $14.4 billion
Full-year GAAP diluted EPS $0.27 vs. $(0.90) prior year; adjusted diluted EPS $2.22, up 11%
Fourth-quarter GAAP diluted EPS $0.16 vs. $0.28 a year earlier (down 42%)
Fiscal 2026 guidance: revenue $13.95 billion to $14.30 billion; adjusted diluted EPS $2.25 to $2.45; free cash flow $525 million to $575 million
Amentum reported third-quarter fiscal 2025 results for the period ended June 27, 2025, with pro forma revenue up 2% year over year and pro forma Adjusted EBITDA up 7%. The company raised its fiscal 2025 organic revenue guidance and the low end of its Adjusted Diluted EPS guidance, while GAAP results improved from a year earlier largely because of the Jacobs CMS combination.
Q3 revenue was $3.6 billion ($3,561 million), up 2% on a pro forma basis; GAAP revenue rose 66% to $3,561 million from $2,142 million.
Q3 GAAP net income was $10 million, or $0.04 per diluted share, compared with a net loss of $26 million, or $0.29 per share, a year earlier.
Q3 Adjusted EBITDA was $274 million, up 7%, and Adjusted Diluted EPS was $0.56, up from $0.51.
Fiscal 2025 revenue guidance was raised to $13,975 million to $14,175 million from $13,850 million to $14,150 million; Adjusted Diluted EPS guidance low end rose to $2.05 from $2.00.
Amentum reported results for the quarter ended March 28, 2025, with net income of $4 million compared with a loss of $41 million a year earlier. Pro forma revenue rose 1% to $3.49 billion and Adjusted EBITDA rose 3% to $268 million, while the company kept the midpoints of its fiscal 2025 guidance and narrowed its revenue range to $13.85 billion to $14.15 billion.
Q2 net income of $4 million, or $0.02 per diluted share, versus a loss of $41 million, or $0.46 per share, a year earlier
Pro forma revenue of $3,491 million, up 1%; Adjusted EBITDA of $268 million, up 3%; Adjusted diluted EPS of $0.53 versus $0.51
Fiscal 2025 guidance midpoints reaffirmed; revenue range narrowed to $13,850 million to $14,150 million from $13,800 million to $14,200 million
Free cash flow of $53 million in the quarter; backlog of $44.8 billion as of March 28, 2025
Amentum reported first-quarter fiscal 2025 results for the period ended December 27, 2024, with GAAP revenue of $3.4 billion, up 72% from a year earlier mainly because of the combination with Jacobs' CMS businesses. On a pro forma basis, which includes CMS in the prior-year period, revenue rose 2%, and GAAP net income attributable to common shareholders was $12 million compared with a loss of $41 million a year earlier. The company reaffirmed its fiscal 2025 guidance, which matters to shareholders because it signals management still expects the full-year targets to hold.
GAAP revenue was $3,416 million versus $1,983 million a year earlier; pro forma revenue grew 2% to $3,416 million from $3,338 million.
Net income attributable to common shareholders was $12 million, or $0.05 diluted EPS, versus a loss of $41 million, or $(0.46), a year earlier.
Pro forma Adjusted EBITDA rose 3% to $262 million; Free Cash Flow was $102 million.
Fiscal 2025 guidance was reaffirmed: revenue of $13.8 billion to $14.2 billion and Adjusted Diluted EPS of $2.00 to $2.20.
Amentum's Compensation Committee approved a equity grant to CEO John Heller on January 28, 2025, consisting of 1,373,955 options and 155,938 restricted stock units. The company says the grant is meant to make up value lost when prior equity awards were converted in connection with the transaction that made Amentum a public company.
Option award: 1,373,955 options with an exercise price of $22.71, vesting ratably over three years and expiring on the fourth anniversary of the grant date
RSU award: 155,938 restricted stock units vesting ratably on the first, second and third anniversaries of the grant date
Vesting may accelerate upon qualifying termination of employment
Option award agreement filed as Exhibit 10.1; RSU form agreement was previously filed with an 8-K on November 13, 2024
Amentum reported fiscal 2024 GAAP revenue of $8.4 billion, up 7%, and cut its GAAP net loss to $82 million from $314 million a year earlier. The company affirmed its fiscal 2025 guidance, including revenue of $13.8 billion to $14.2 billion and adjusted diluted EPS of $2.00 to $2.20, following its merger with Jacobs' Critical Mission Solutions and Cyber & Intelligence businesses.
GAAP revenue was $8,388 million for the year ended September 27, 2024, up 7% from $7,865 million.
GAAP net loss attributable to common shareholders narrowed to $82 million, or $0.90 per share, from $314 million, or $3.49 per share.
Pro forma adjusted EBITDA rose 7% to $1,052 million; pro forma revenue was $13,858 million, up 4%.
Fiscal 2025 guidance affirmed: revenue $13,800 million to $14,200 million; adjusted diluted EPS $2.00 to $2.20.
Amentum Holdings approved a Key Employee Severance Plan, new equity award agreements, and employment agreements with Steven J. Demetriou, John E. Heller, Stephen Arnette and Travis B. Johnson, effective November 6, 2024. The filing sets out severance multiples, change-in-control protections and an initial two-year term for Mr. Demetriou as Executive Chair with a $1,250,000 base salary, and the text is cut off before the remaining agreement terms.
Severance Plan effective November 6, 2024; severance multiplier is 1.5 for the CFO and COO and 1 for other participants
Change-in-control protection covers involuntary terminations from three months before to 24 months after a change in control
Equity awards would vest in full on an involuntary termination during a change in control, with performance conditions deemed met at target
Mr. Demetriou's Executive Chair initial term runs two years from September 27, 2024, with a $1,250,000 annual base salary
On September 27, 2024, Amentum completed a Reverse Morris Trust combination with Jacobs Solutions' Critical Missions Solutions and Cyber & Intelligence government services businesses. The filing also reports a board expansion from four to thirteen members, a new management team led by John Heller as CEO, and a change of the company name to Amentum Holdings, Inc.
Jacobs received a cash payment of $1,000,000,000 at closing, subject to adjustment for cash, debt and working capital
Post-closing, the company has 243,302,173 shares outstanding: Jacobs shareholders hold 51%, Amentum Equityholder holds 37%, and a Jacobs subsidiary retains 7.5%
10,948,598 shares (4.5%) are in escrow, to be released depending on fiscal year 2024 operating profit targets for the SpinCo Business
Board increased to thirteen members; Steven J. Demetriou is Executive Chair, John Heller is CEO, and Travis B. Johnson is CFO and Chief Accounting Officer
Amentum Holdings named Stephen A. Arnette as Chief Operating Officer, effective September 27, 2024. The company also amended its certificate of incorporation ahead of the planned spin-off from Jacobs Solutions, raising authorized shares of its common stock to 1,000,000,000 and effecting a stock split that leaves 153,280,369 shares outstanding.
Stephen A. Arnette appointed Chief Operating Officer by the Board on September 26, 2024, effective September 27, 2024
Certificate of amendment filed in Delaware on September 26, 2024 increased authorized SpinCo common stock to 1,000,000,000 shares
Stock split resulted in 153,280,369 issued and outstanding shares of SpinCo common stock
Shares are to be distributed pro rata by Jacobs Solutions Inc. to its stockholders
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