--- schema_version: "secwatch.filing_event.v1" accession: "0000950157-24-001361" form_type: "8-K" ticker: "AMTM" cik: "0002011286" company_name: "Amentum Holdings, Inc." filed_at: "2024-10-03T23:59:59+00:00" generated_at: "2026-05-30T21:46:47.785017+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Amentum Holdings completes Reverse Morris Trust merger with Jacobs' CMS and C&I businesses ## Summary - Amentum and Jacobs' Critical Missions Solutions & Cyber & Intelligence businesses combined via Reverse Morris Trust; closed Sept 27, 2024. - Post-transaction ownership: Jacobs shareholders 51%, JV entity 37%, 4.5% in escrow based on FY2024 profit targets. - New 13-member board appointed; John Heller as CEO, Travis Johnson as CFO, Steven Demetriou as Executive Chair. - Company renamed to Amentum Holdings, Inc. from Amazon Holdco Inc.; amended charter and bylaws effective immediately. - Transition Services, Project Services, Tax Matters, Stockholders, and Registration Rights Agreements entered into. ## SEC filing metadata - accession: 0000950157-24-001361 - form_type: 8-K - ticker: AMTM - cik: 0002011286 - company_name: Amentum Holdings, Inc. - filed_at: 2024-10-03T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 5.01, 5.02, 5.03, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/form8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950157-24-001361 - JSON: https://secwatch.observer/filing/0000950157-24-001361.json - Plain text: https://secwatch.observer/filing/0000950157-24-001361.txt ## Key facts - Executive change Justin Johnson resigned as other_named_officer at Amentum Holdings, Inc.. - Action: resigned source text: In connection with the transactions, effective as of September 27, 2024, Kevin Berryman, Priya Howell, Michael Hsu, Justin Johnson and Bob Pragada resigned as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Travis B. Johnson was elected as Chief Financial Officer and Chief Accounting Officer at Amentum Holdings, Inc.. - Action: elected - Role: Chief Financial Officer and Chief Accounting Officer source text: the following individuals were elected as officers of the Company in each case until their successors are chosen and qualify in their stead or until their earlier death, resignation or removal: ● Jill Bruning, Chief Technology Officer ● Steven J. Demetriou, Executive Chair ● John Heller, Chief Executive Officer ● Travis B. Johnson, Chief Financial Officer and Chief Accounting Officer ● Sean Mullen, Chief Growth Officer ● Stuart I. Young, Chief Legal Officer evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change General Ralph E. Eberhart was elected as Director at Amentum Holdings, Inc.. - Action: elected - Role: Director source text: the following individuals were elected to serve on the Company Board until his or her successor is duly elected and qualified or until his or her earlier resignation or removal: ● Steven J. Demetriou ● General Vincent K. Brooks ● Benjamin Dickson ● General Ralph E. Eberhart ● Alan E. Goldberg ● John Heller ● Leslie Ireland ● Barbara L. Loughran ● Sandra E. Rowland ● Christopher M.T. Thompson ● Russell Triedman ● John Vollmer ● Connor Wentzell evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Sandra E. Rowland was elected as Director at Amentum Holdings, Inc.. - Action: elected - Role: Director source text: the following individuals were elected to serve on the Company Board until his or her successor is duly elected and qualified or until his or her earlier resignation or removal: ● Steven J. Demetriou ● General Vincent K. Brooks ● Benjamin Dickson ● General Ralph E. Eberhart ● Alan E. Goldberg ● John Heller ● Leslie Ireland ● Barbara L. Loughran ● Sandra E. Rowland ● Christopher M.T. Thompson ● Russell Triedman ● John Vollmer ● Connor Wentzell evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Alan E. Goldberg was elected as Director at Amentum Holdings, Inc.. - Action: elected - Role: Director source text: the following individuals were elected to serve on the Company Board until his or her successor is duly elected and qualified or until his or her earlier resignation or removal: ● Steven J. Demetriou ● General Vincent K. Brooks ● Benjamin Dickson ● General Ralph E. Eberhart ● Alan E. Goldberg ● John Heller ● Leslie Ireland ● Barbara L. Loughran ● Sandra E. Rowland ● Christopher M.T. Thompson ● Russell Triedman ● John Vollmer ● Connor Wentzell evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Michael Hsu resigned as other_named_officer at Amentum Holdings, Inc.. - Action: resigned source text: In connection with the transactions, effective as of September 27, 2024, Kevin Berryman, Priya Howell, Michael Hsu, Justin Johnson and Bob Pragada resigned as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Jill Bruning was elected as Chief Technology Officer at Amentum Holdings, Inc.. - Action: elected - Role: Chief Technology Officer source text: the following individuals were elected as officers of the Company in each case until their successors are chosen and qualify in their stead or until their earlier death, resignation or removal: ● Jill Bruning, Chief Technology Officer ● Steven J. Demetriou, Executive Chair ● John Heller, Chief Executive Officer ● Travis B. Johnson, Chief Financial Officer and Chief Accounting Officer ● Sean Mullen, Chief Growth Officer ● Stuart I. Young, Chief Legal Officer evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change John Heller was elected as Director at Amentum Holdings, Inc.. - Action: elected - Role: Director source text: the following individuals were elected to serve on the Company Board until his or her successor is duly elected and qualified or until his or her earlier resignation or removal: ● Steven J. Demetriou ● General Vincent K. Brooks ● Benjamin Dickson ● General Ralph E. Eberhart ● Alan E. Goldberg ● John Heller ● Leslie Ireland ● Barbara L. Loughran ● Sandra E. Rowland ● Christopher M.T. Thompson ● Russell Triedman ● John Vollmer ● Connor Wentzell evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Connor Wentzell was elected as Director at Amentum Holdings, Inc.. - Action: elected - Role: Director source text: the following individuals were elected to serve on the Company Board until his or her successor is duly elected and qualified or until his or her earlier resignation or removal: ● Steven J. Demetriou ● General Vincent K. Brooks ● Benjamin Dickson ● General Ralph E. Eberhart ● Alan E. Goldberg ● John Heller ● Leslie Ireland ● Barbara L. Loughran ● Sandra E. Rowland ● Christopher M.T. Thompson ● Russell Triedman ● John Vollmer ● Connor Wentzell evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change John Heller was elected as Chief Executive Officer at Amentum Holdings, Inc.. - Action: elected - Role: Chief Executive Officer source text: the following individuals were elected as officers of the Company in each case until their successors are chosen and qualify in their stead or until their earlier death, resignation or removal: ● Jill Bruning, Chief Technology Officer ● Steven J. Demetriou, Executive Chair ● John Heller, Chief Executive Officer ● Travis B. Johnson, Chief Financial Officer and Chief Accounting Officer ● Sean Mullen, Chief Growth Officer ● Stuart I. Young, Chief Legal Officer evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Leslie Ireland was elected as Director at Amentum Holdings, Inc.. - Action: elected - Role: Director source text: the following individuals were elected to serve on the Company Board until his or her successor is duly elected and qualified or until his or her earlier resignation or removal: ● Steven J. Demetriou ● General Vincent K. Brooks ● Benjamin Dickson ● General Ralph E. Eberhart ● Alan E. Goldberg ● John Heller ● Leslie Ireland ● Barbara L. Loughran ● Sandra E. Rowland ● Christopher M.T. Thompson ● Russell Triedman ● John Vollmer ● Connor Wentzell evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Sean Mullen was elected as Chief Growth Officer at Amentum Holdings, Inc.. - Action: elected - Role: Chief Growth Officer source text: the following individuals were elected as officers of the Company in each case until their successors are chosen and qualify in their stead or until their earlier death, resignation or removal: ● Jill Bruning, Chief Technology Officer ● Steven J. Demetriou, Executive Chair ● John Heller, Chief Executive Officer ● Travis B. Johnson, Chief Financial Officer and Chief Accounting Officer ● Sean Mullen, Chief Growth Officer ● Stuart I. Young, Chief Legal Officer evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Barbara L. Loughran was elected as Director at Amentum Holdings, Inc.. - Action: elected - Role: Director source text: the following individuals were elected to serve on the Company Board until his or her successor is duly elected and qualified or until his or her earlier resignation or removal: ● Steven J. Demetriou ● General Vincent K. Brooks ● Benjamin Dickson ● General Ralph E. Eberhart ● Alan E. Goldberg ● John Heller ● Leslie Ireland ● Barbara L. Loughran ● Sandra E. Rowland ● Christopher M.T. Thompson ● Russell Triedman ● John Vollmer ● Connor Wentzell evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Christopher M.T. Thompson was elected as Director at Amentum Holdings, Inc.. - Action: elected - Role: Director source text: the following individuals were elected to serve on the Company Board until his or her successor is duly elected and qualified or until his or her earlier resignation or removal: ● Steven J. Demetriou ● General Vincent K. Brooks ● Benjamin Dickson ● General Ralph E. Eberhart ● Alan E. Goldberg ● John Heller ● Leslie Ireland ● Barbara L. Loughran ● Sandra E. Rowland ● Christopher M.T. Thompson ● Russell Triedman ● John Vollmer ● Connor Wentzell evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Bob Pragada resigned as other_named_officer at Amentum Holdings, Inc.. - Action: resigned source text: In connection with the transactions, effective as of September 27, 2024, Kevin Berryman, Priya Howell, Michael Hsu, Justin Johnson and Bob Pragada resigned as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Priya Howell resigned as other_named_officer at Amentum Holdings, Inc.. - Action: resigned source text: In connection with the transactions, effective as of September 27, 2024, Kevin Berryman, Priya Howell, Michael Hsu, Justin Johnson and Bob Pragada resigned as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Russell Triedman was elected as Director at Amentum Holdings, Inc.. - Action: elected - Role: Director source text: the following individuals were elected to serve on the Company Board until his or her successor is duly elected and qualified or until his or her earlier resignation or removal: ● Steven J. Demetriou ● General Vincent K. Brooks ● Benjamin Dickson ● General Ralph E. Eberhart ● Alan E. Goldberg ● John Heller ● Leslie Ireland ● Barbara L. Loughran ● Sandra E. Rowland ● Christopher M.T. Thompson ● Russell Triedman ● John Vollmer ● Connor Wentzell evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Kevin Berryman resigned as other_named_officer at Amentum Holdings, Inc.. - Action: resigned source text: In connection with the transactions, effective as of September 27, 2024, Kevin Berryman, Priya Howell, Michael Hsu, Justin Johnson and Bob Pragada resigned as officers of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change John Vollmer was elected as Director at Amentum Holdings, Inc.. - Action: elected - Role: Director source text: the following individuals were elected to serve on the Company Board until his or her successor is duly elected and qualified or until his or her earlier resignation or removal: ● Steven J. Demetriou ● General Vincent K. Brooks ● Benjamin Dickson ● General Ralph E. Eberhart ● Alan E. Goldberg ● John Heller ● Leslie Ireland ● Barbara L. Loughran ● Sandra E. Rowland ● Christopher M.T. Thompson ● Russell Triedman ● John Vollmer ● Connor Wentzell evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Benjamin Dickson was elected as Director at Amentum Holdings, Inc.. - Action: elected - Role: Director source text: the following individuals were elected to serve on the Company Board until his or her successor is duly elected and qualified or until his or her earlier resignation or removal: ● Steven J. Demetriou ● General Vincent K. Brooks ● Benjamin Dickson ● General Ralph E. Eberhart ● Alan E. Goldberg ● John Heller ● Leslie Ireland ● Barbara L. Loughran ● Sandra E. Rowland ● Christopher M.T. Thompson ● Russell Triedman ● John Vollmer ● Connor Wentzell evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change General Vincent K. Brooks was elected as Director at Amentum Holdings, Inc.. - Action: elected - Role: Director source text: the following individuals were elected to serve on the Company Board until his or her successor is duly elected and qualified or until his or her earlier resignation or removal: ● Steven J. Demetriou ● General Vincent K. Brooks ● Benjamin Dickson ● General Ralph E. Eberhart ● Alan E. Goldberg ● John Heller ● Leslie Ireland ● Barbara L. Loughran ● Sandra E. Rowland ● Christopher M.T. Thompson ● Russell Triedman ● John Vollmer ● Connor Wentzell evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Steven J. Demetriou was elected as Director at Amentum Holdings, Inc.. - Action: elected - Role: Director source text: the following individuals were elected to serve on the Company Board until his or her successor is duly elected and qualified or until his or her earlier resignation or removal: ● Steven J. Demetriou ● General Vincent K. Brooks ● Benjamin Dickson ● General Ralph E. Eberhart ● Alan E. Goldberg ● John Heller ● Leslie Ireland ● Barbara L. Loughran ● Sandra E. Rowland ● Christopher M.T. Thompson ● Russell Triedman ● John Vollmer ● Connor Wentzell evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Stephen Arnette resigned as Director at Amentum Holdings, Inc.. - Action: resigned - Role: Director source text: In connection with the transactions, effective as of September 27, 2024, Stephen Arnette, Kevin Berryman and Bob Pragada resigned as members of the Amazon Holdco Inc. board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Stuart I. Young was elected as Chief Legal Officer at Amentum Holdings, Inc.. - Action: elected - Role: Chief Legal Officer source text: the following individuals were elected as officers of the Company in each case until their successors are chosen and qualify in their stead or until their earlier death, resignation or removal: ● Jill Bruning, Chief Technology Officer ● Steven J. Demetriou, Executive Chair ● John Heller, Chief Executive Officer ● Travis B. Johnson, Chief Financial Officer and Chief Accounting Officer ● Sean Mullen, Chief Growth Officer ● Stuart I. Young, Chief Legal Officer evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Steven J. Demetriou was elected as Executive Chair at Amentum Holdings, Inc.. - Action: elected - Role: Executive Chair source text: the following individuals were elected as officers of the Company in each case until their successors are chosen and qualify in their stead or until their earlier death, resignation or removal: ● Jill Bruning, Chief Technology Officer ● Steven J. Demetriou, Executive Chair ● John Heller, Chief Executive Officer ● Travis B. Johnson, Chief Financial Officer and Chief Accounting Officer ● Sean Mullen, Chief Growth Officer ● Stuart I. Young, Chief Legal Officer evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Bob Pragada resigned as Director at Amentum Holdings, Inc.. - Action: resigned - Role: Director source text: In connection with the transactions, effective as of September 27, 2024, Stephen Arnette, Kevin Berryman and Bob Pragada resigned as members of the Amazon Holdco Inc. board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Executive change Kevin Berryman resigned as Director at Amentum Holdings, Inc.. - Action: resigned - Role: Director source text: In connection with the transactions, effective as of September 27, 2024, Stephen Arnette, Kevin Berryman and Bob Pragada resigned as members of the Amazon Holdco Inc. board of directors evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Governance Changes Amentum Holdings, Inc.: Amended and restated the certificate of incorporation, including changing the company name from Amazon Holdco Inc. to Amentum Holdings, Inc. - Change: charter amendment source text: Effective as of the consummation of the Merger, the Company amended and restated its certificate of incorporation (the “Charter”), including to change its name from “Amazon Holdco Inc.” to “Amentum Holdings, Inc.” evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - Governance Changes Amentum Holdings, Inc.: Amended and restated the bylaws, effective immediately after the charter amendment. - Change: bylaw amendment source text: and also amended and restated its bylaws to take effect immediately following the effectiveness of the amended and restated Charter. evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - M&A Transactions Amentum Holdings, Inc. underwent a change of control involving Jacobs Solutions Inc. for issuance of shares of common stock of the Company and a cash payment of $1,000,000,000, subject to adjustment (closed 2024-09-27). - Action: change of control - Counterparty: Jacobs Solutions Inc. - Consideration: issuance of shares of common stock of the Company and a cash payment of $1,000,000,000, subject to adjustment - Closing: 2024-09-27 source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm - M&A Transactions Amentum Holdings, Inc. completed an acquisition involving Jacobs Solutions Inc. for issuance of shares of common stock of the Company and a cash payment of $1,000,000,000, subject to adjustment (closed 2024-09-27). - Action: acquisition - Counterparty: Jacobs Solutions Inc. - Consideration: issuance of shares of common stock of the Company and a cash payment of $1,000,000,000, subject to adjustment - Closing: 2024-09-27 source text: (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 evidence_url: https://www.sec.gov/Archives/edgar/data/2011286/000095015724001361/0000950157-24-001361-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.