PARSONS CORP 10-K

Item 5. Market for Registrant’s Common Equity, Related Stoc kholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is listed on the NYSE under the ticker symbol “PSN”. Dividend Policy During the years ended December 31, 2024, 2023 and 2022, the Company did not declare any dividends. We currently do not intend to declare or pay any cash dividends in the foreseeable future. Any determination to pay dividends on our capital stock will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, restrictions under our Convertible Senior Notes, or the Delayed Draw Term Loan and Credit Agreement, and other factors that our board of directors considers relevant. Shareholders According to the records of our transfer agent, there were three shareholders of record as of February 11, 2025. Securities Authorized for Issuance Under Equity Compensation Plans The following table provides information as of December 31, 2024 regarding compensation plans under which our equity securities are authorized for issuance. Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by security holders (1) - - 1,367,785 (2) Equity compensation plans not approved by security holders 1,883,018 (3) - 7,651,085 (4) Total 1,883,018 - 9,018,870 (1) Consists of the 2020 Employee Stock Purchase Plan. (2) Amount represents 1,367,785 shares remaining available for future issuance under the 2020 Employee Stock Purchase Plan (of which 47,860 shares were purchased pursuant to the offering period that ended on December 31, 2024). (3) Amount represents the sum of 1,883,018 shares of common stock subject to outstanding RSU and PSU awards under the 2019 Incentive Plan (with PSU awards reflected at “target” levels), (4) Amount represents 7,651,085 shares remaining available for future issuance under the 2019 Incentive Plan. 54 Performance Graph The following graph compares the cumulative total return, from December 31, 2019 through December 31, 2024, to shareholders of Parsons Corporation common stock relative to the cumulative total returns of the Russell 2000 Index and the Standard and Poor’s IT Consulting & Other Services Index. The graph assumes that the value of the initial investment in our common stock and each of the two indexes was $100 on December 31, 2019, and tracks it through December 31, 2024 (including reinvestment of dividends). The stock performance included in this graph is not necessarily indicative of future stock price performance. 12/19 12/20 12/21 12/22 12/23 12/24 Parsons Corp. 100.00 88.20 81.52 112.04 151.91 223.47 Russell 2000 100.00 119.96 137.74 109.59 128.14 142.93 S&P Composite 1500 IT Consulting & Other Services 100.00 113.44 156.48 119.55 151.77 172.40 55 Securities Authorized for Issuance Under Equity Compensation Plans The information required by this item with respect to our equity compensation plans is incorporated by reference to our 2024 Proxy Statement. Recent Sales of Unregistered Securities None. Issuer Purchases of Equity Securities On August 9, 2021, the Company’s Board of Directors authorized the Company to acquire a number of shares of Common Stock having an aggregate market value of not greater than $100 million from time to time, commencing on August 12, 2021. The Board further amended this authorization in August 2022 to remove the prior expiration date and grant executive leadership the discretion to determine the price for such share repurchases. The Board further amended this authorization in February 2024 to restore the repurchase capacity to $100 million and removed the $25 million quarterly cap on such repurchases. At the time of the February 2024 authorization, the Company had repurchased shares with an aggregated market value (including fees) of $54.7 million. The aggregate market value of shares of Common Stock the Company is authorized to acquire, from both the August 2021 and February 2024 authorizations, is not greater than $154.7 million. As of December 31, 2024, the Company has spent $79.7 million (which includes commissions paid of $34 thousand) repurchasing 1,713,481 shares of Common Stock at an average price of $46.51 per share. The following table presents the Company’s purchase of equity securities for the three months ended December 31, 2024. Period (a) Total number of shares (or units purchased) (b) Average price paid per share (or unit) (1) (c) Total number of shares (or units) purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans programs October 1 to 31, 2024 - $ - - $ 90,000,219 November 1 to 30, 2024 104,527 95.67 104,527 80,000,351 December 1 to 31, 2024 51,425 97.22 51,425 75,000,926 Total 155,952 96.18 155,952 $ 75,000,926 (1) Includes commissions and calculated at the average price per share Item 6. Reserved 56