Amentum Holdings, Inc.
A global contractor providing engineering, technology, and mission-critical services to the U.S. government, allied nations, and commercial clients, Amentum handles everything from nuclear cleanup at the Hanford and Savannah River sites to space systems and cybersecurity. It was born in 2020 when AECOM sold its management services business, and in 2024 it merged with Jacobs' critical mission and cyber units. Its name is the Latin word for the leather strap javelin throwers used to add spin and range.
The information set forth or incorporated by reference in Items 3, 5 and 6 is hereby incorporated by reference in this Item 4. Director Nominees Benjamin Dickson, a managing director of American Securities LLC, and Connor Wentzell, a principal of American Securities LLC, are nominees of the Sponsor Stockholders (as defined below) to the Issuer's board of directors (the "Board") pursuant to the Stockholders Agreement (as defined below). Alan Goldberg, the co-founder and chief executive officer of Goldberg Lindsay & Co. LLC, an affiliate of LG (as defined below), and Russell Triedman, a managing partner of Goldberg Lindsay & Co. LLC, are also nominees of the Sponsor Stockholders on the Board pursuant to the Stockholders Agreement. General The Reporting Persons acquired the securities in the JV Distribution as described in Item 3 above. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Subject to the terms of the Stockholders Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons, including the nominees of the Sponsor Stockholders on the Board, may engage in discussions with management, the Board, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
The information set forth or incorporated by reference in Items 3, 5 and 6 is hereby incorporated by reference in this Item 4. Director Nominees Benjamin Dickson, a managing director of American Securities LLC, and Connor Wentzell, a principal of American Securities LLC, are nominees of the Sponsor Stockholders (as defined below) to the Issuer's board of directors (the "Board") pursuant to the Stockholders Agreement (as defined below). Alan Goldberg, the co-founder and chief executive officer of Goldberg Lindsay & Co. LLC, an affiliate of LG (as defined below), and Russell Triedman, a managing partner of Goldberg Lindsay & Co. LLC, are also nominees of the Sponsor Stockholders on the Board pursuant to the Stockholders Agreement. General The Reporting Persons acquired the securities in the JV Distribution as described in Item 3 above. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Subject to the terms of the Stockholders Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons, including the nominees of the Sponsor Stockholders on the Board, may engage in discussions with management, the Board, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
The information set forth or incorporated by reference in Items 3, 5 and 6 is hereby incorporated by reference in this Item 4. Director Nominees Benjamin Dickson, a managing director of American Securities LLC, and Connor Wentzell, a principal of American Securities LLC, are nominees of the Sponsor Stockholders (as defined below) to the Issuer's board of directors (the "Board") pursuant to the Stockholders Agreement (as defined below). Alan Goldberg, the co-founder and chief executive officer of Goldberg Lindsay & Co. LLC, an affiliate of LG (as defined below), and Russell Triedman, a managing partner of Goldberg Lindsay & Co. LLC, are also nominees of the Sponsor Stockholders on the Board pursuant to the Stockholders Agreement. General The Reporting Persons acquired the securities in the JV Distribution as described in Item 3 above. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Subject to the terms of the Stockholders Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons, including the nominees of the Sponsor Stockholders on the Board, may engage in discussions with management, the Board, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
The information set forth or incorporated by reference in Items 3, 5 and 6 is hereby incorporated by reference in this Item 4. Director Nominees Mr. Goldberg, the co-founder and chief executive officer of Goldberg Lindsay & Co. LLC, an affiliate of the Reporting Persons, and Russell Triedman, a managing partner of Goldberg Lindsay & Co. LLC, are nominees of the Sponsor Stockholders (as defined below) to the Issuer's board of directors (the "Board") pursuant to the Stockholders Agreement (as defined below). Benjamin Dickson, a managing director of American Securities LLC, an affiliate of AS (as defined below), and Connor Wentzell, a principal of American Securities LLC, are also nominees of the Sponsor Stockholders on the Board pursuant to the Stockholders Agreement. General The Reporting Persons acquired the securities in the JV Distribution as described in Item 3 above. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Subject to the terms of the Stockholders Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons, including Mr. Goldberg in his position as a director of the Issuer and the other nominees of the Sponsor Stockholders on the Board, may engage in discussions with management, the Board, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| PRIMECAP MANAGEMENT CO/CA/ | 13GPassive | 5.03% | 12.29M | Aug 6, 2026 |
| Invesco Ltd. | 13G/APassive | 10.1% | 24.53M | May 7, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 26, 2026 |
| Jacobs Solutions Inc. | 13G/APassive | 0% | 0 | Mar 13, 2025 |
| Jacobs Engineering Group Inc. | 13G/APassive | 0% | 0 | Mar 13, 2025 |
| BlackRock, Inc. | 13G/APassive | 6.9% | 16.77M | Feb 5, 2025 |
| ASP Amentum Investco LP | 13DActivist | 18.04% | 43.89M | Dec 23, 2024 |
The information set forth or incorporated by reference in Items 3, 5 and 6 is hereby incorporated by reference in this Item 4. Director Nominees Benjamin Dickson, a managing director of American Securities LLC, and Connor Wentzell, a principal of American Securities LLC, are nominees of the Sponsor Stockholders (as defined below) to the Issuer's board of directors (the "Board") pursuant to the Stockholders Agreement (as defined below). Alan Goldberg, the co-founder and chief executive officer of Goldberg Lindsay & Co. LLC, an affiliate of LG (as defined below), and Russell Triedman, a managing partner of Goldberg Lindsay & Co. LLC, are also nominees of the Sponsor Stockholders on the Board pursuant to the Stockholders Agreement. General The Reporting Persons acquired the securities in the JV Distribution as described in Item 3 above. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Subject to the terms of the Stockholders Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons, including the nominees of the Sponsor Stockholders on the Board, may engage in discussions with management, the Board, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. | ||||
| ASP Manager Corp. | 13DActivist | 18.04% | 43.89M | Dec 23, 2024 |
The information set forth or incorporated by reference in Items 3, 5 and 6 is hereby incorporated by reference in this Item 4. Director Nominees Benjamin Dickson, a managing director of American Securities LLC, and Connor Wentzell, a principal of American Securities LLC, are nominees of the Sponsor Stockholders (as defined below) to the Issuer's board of directors (the "Board") pursuant to the Stockholders Agreement (as defined below). Alan Goldberg, the co-founder and chief executive officer of Goldberg Lindsay & Co. LLC, an affiliate of LG (as defined below), and Russell Triedman, a managing partner of Goldberg Lindsay & Co. LLC, are also nominees of the Sponsor Stockholders on the Board pursuant to the Stockholders Agreement. General The Reporting Persons acquired the securities in the JV Distribution as described in Item 3 above. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Subject to the terms of the Stockholders Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons, including the nominees of the Sponsor Stockholders on the Board, may engage in discussions with management, the Board, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. | ||||
| American Securities LLC | 13DActivist | 18.04% | 43.89M | Dec 23, 2024 |
The information set forth or incorporated by reference in Items 3, 5 and 6 is hereby incorporated by reference in this Item 4. Director Nominees Benjamin Dickson, a managing director of American Securities LLC, and Connor Wentzell, a principal of American Securities LLC, are nominees of the Sponsor Stockholders (as defined below) to the Issuer's board of directors (the "Board") pursuant to the Stockholders Agreement (as defined below). Alan Goldberg, the co-founder and chief executive officer of Goldberg Lindsay & Co. LLC, an affiliate of LG (as defined below), and Russell Triedman, a managing partner of Goldberg Lindsay & Co. LLC, are also nominees of the Sponsor Stockholders on the Board pursuant to the Stockholders Agreement. General The Reporting Persons acquired the securities in the JV Distribution as described in Item 3 above. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Subject to the terms of the Stockholders Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons, including the nominees of the Sponsor Stockholders on the Board, may engage in discussions with management, the Board, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. | ||||
| Alan E. Goldberg | 13DActivist | 18% | 43.89M | Dec 23, 2024 |
The information set forth or incorporated by reference in Items 3, 5 and 6 is hereby incorporated by reference in this Item 4. Director Nominees Mr. Goldberg, the co-founder and chief executive officer of Goldberg Lindsay & Co. LLC, an affiliate of the Reporting Persons, and Russell Triedman, a managing partner of Goldberg Lindsay & Co. LLC, are nominees of the Sponsor Stockholders (as defined below) to the Issuer's board of directors (the "Board") pursuant to the Stockholders Agreement (as defined below). Benjamin Dickson, a managing director of American Securities LLC, an affiliate of AS (as defined below), and Connor Wentzell, a principal of American Securities LLC, are also nominees of the Sponsor Stockholders on the Board pursuant to the Stockholders Agreement. General The Reporting Persons acquired the securities in the JV Distribution as described in Item 3 above. The Reporting Persons intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. Subject to the terms of the Stockholders Agreement, the Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons, including Mr. Goldberg in his position as a director of the Issuer and the other nominees of the Sponsor Stockholders on the Board, may engage in discussions with management, the Board, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. | ||||