2 unchanged sentences
Our management carried out, as of December 31, 2025, with the participation of our Chief Executive Officer and our Chief Financial Officer, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
−Removed: Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports we
+Added: file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control Over Financial Reporting
3 unchanged sentences
The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, which audited the Company’s consolidated financial statements included in this Annual Report on Form 10-K, also audited the effectiveness of our internal control over financial reporting as of December 31, 2025, as stated in their audit report included in this Annual Report on Form 10-K.
−Removed: Consistent with the guidance issued by the Securities and Exchange Commission Staff, management has excluded BlackSignal and BCC from its assessment of internal controls over financial reporting as of December 31, 2024.
−Removed: BlackSignal a wholly owned subsidiary, which we acquired on August 16, 2024, has total assets and revenue of 4.3% and 0.3%, respectively of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.
−Removed: BCC a wholly owned subsidiary, which we acquired on November 1, 2024, has total assets and revenue of 4.8% and 0.3%, respectively of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.
+Added: Consistent with the guidance issued by the Securities and Exchange Commission Staff, management has excluded TRS Group, Inc.
+Added: ("TRS"), Chesapeake Technology International, Corp ("CTI"), and Applied Sciences Consulting, Inc.
+Added: ("ASC") from its assessment of internal controls over financial reporting as of December 31, 2025.
+Added: TRS Group is a wholly owned subsidiary, which we acquired on January 31, 2025, Chesapeake Technology International is a wholly owned subsidiary, which we acquired on June 30, 2025, and Applied Science Consulting is a wholly owned subsidiary, which we acquired on October 1, 2025, all combined, have total assets and revenue of 0.8% and 1.1%, respectively of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.
Changes in Internal Control Over Financial Reporting
3 unchanged sentences
During the fiscal quarter ended December 31, 2025, no director or named executive officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (in each case, as defined in Item 408 of Regulation S-K).
+Added: In conformance with updated SEC regulations, the Company has adopted amended insider trading policies and procedures governing the purchase, sale and/or other dispositions of the Company's securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and New York Stock Exchange standards .
Disclosur e Regarding Foreign Jurisdictions that Prevent Inspections.
105 unchanged sentences
Eleventh Amendment To The Parsons Corporation Retirement Savings Plan (2017 Amendment and Restatement)
+Added: Twelfth Amendment To The Parsons Corporation Retirement Savings Plan (2017 Amendment and Restatement)
+Added: Thirteenth Amendment To The Parsons Corporation Retirement Savings Plan (2017 Amendment and Restatement)
+Added: Fourteenth Amendment To The Parsons Corporation Retirement Savings Plan (2017 Amendment and Restatement)
+Added: Fifteenth Amendment To The Parsons Corporation Retirement Savings Plan (2017 Amendment and Restatement)
+Added: Sixteenth Amendment To The Parsons Corporation Retirement Savings Plan (2017 Amendment and Restatement)
Parsons Corporation Insider Trading Compliance Policy
42 unchanged sentences
Christian Mitchell
+Added: /s/ Robert H.
+Added: February 11, 2026
/s/ Suzanne M.
17 unchanged sentences
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the United States of America.
−Removed: Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
−Removed: Change in Accounting Principle
−Removed: As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for debt with conversion and other options in 2024.
+Added: Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in I nternal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
9 unchanged sentences
Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.
−Removed: Our audits also included
−Removed: performing such other procedures as we considered necessary in the circumstances.
+Added: Our audits also included performing such other procedures as we considered necessary in the circumstances.
We believe that our audits provide a reasonable basis for our opinions.
−Removed: As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded BlackSignal Technologies, LLC (“BlackSignal”) and BCC Engineering, LLC (“BCC”) from its assessment of internal controls over financial reporting as of December 31, 2024, because they were acquired by the Company in purchase business combinations during 2024.
−Removed: We have also excluded BlackSignal and BCC from our audit of internal control over financial reporting.
−Removed: BlackSignal and BCC are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 4.3% and 4.8%, of total assets, respectively and approximately 0.3% and 0.3% of total revenues, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.
+Added: As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded TRS Group, Inc.
+Added: ("TRS"), Chesapeake Technology International, Corp ("CTI"), and Applied Sciences Consulting, Inc.
+Added: ("ASC") from its assessment of internal control over financial reporting as of December 31, 2025 because they were acquired by the Company in purchase business combinations
+Added: We have also excluded TRS, CTI and ASC from our audit of internal control over financial reporting.
+Added: TRS, CTI and ASC are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately 0.8% and 1.1%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2025.
Definition and Limitations of Internal Control over Financial Reporting
14 unchanged sentences
Under the cost-to-cost measure of progress method, the extent of progress towards completion is measured based on the ratio of total costs incurred-to-date to the total estimated costs at completion of the performance obligation.
−Removed: Revenues, including estimated fees or profits, are recorded proportionally as costs are
+Added: Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred.
Management includes variable consideration, such as claims revenue, in the estimated transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur or when the uncertainty associated with the variable consideration is resolved.
1 unchanged sentence
Changes to estimated contract costs, either due to unexpected events or revisions to management’s initial estimates, for a given project are recognized in the period in which they are determined.
−Removed: Recognition of profit on long-term contracts requires the use of assumptions and estimates related to total contract revenue and in particular estimated claims revenue, total estimated cost at completion, and the measurement of progress towards completion.
+Added: Recognition of profit on long-term contracts requires the use of assumptions and estimates related to total contract revenue and in particular estimated claims revenue, total estimated cost at
+Added: completion, and the measurement of progress towards completion.
Management’s estimates are continually evaluated as work progresses and are revised when necessary.
18 unchanged sentences
Cash and cash equivalents (including $ 153,144 and $ 202,121 Cash of consolidated joint ventures)
−Removed: Accounts receivable, net (including $ 294,700 and $ 274,846 Accounts receivable of consolidated joint ventures, net)
+Added: Accounts receivable, net (including $ 337,270 and $ 294,700 Accounts receivable of consolidated joint ventures)
Contract assets (including $ 41,318 and $ 7,906 Contract assets of consolidated joint ventures)
1 unchanged sentence
Total current assets
−Removed: Property and equipment, net (including $ 2,971 and $ 3,274 Property and equipment of consolidated joint ventures, net)
+Added: Property and Equipment, net (including $ 2,488 and $ 2,971 Property and equipment of consolidated joint ventures)
Right of use assets, operating leases (including $ 4,482 and $ 5,726 Right of use assets, operating leases of consolidated joint ventures)
39 unchanged sentences
Direct cost of contracts
−Removed: Equity in (losses) earnings of unconsolidated joint ventures
+Added: Equity in earnings (losses) of unconsolidated joint ventures
Selling, general and administrative expenses
4 unchanged sentences
Other income (expense), net
−Removed: Total other (expense) income
+Added: Total other expense
Income before income tax expense
4 unchanged sentences
Earnings per share:
−Removed: Basic earnings per share
−Removed: Diluted earnings per share
The accompanying notes are an integral part of these consolidated financial statements.
4 unchanged sentences
Net income including noncontrolling interests
−Removed: Other comprehensive income (loss), net of tax
+Added: Other comprehensive income, net of tax
Foreign currency translation adjustment, net of tax
Pension adjustments, net of tax
−Removed: Comprehensive income including noncontrolling
−Removed: interests, net of tax
+Added: Comprehensive income including noncontrolling interests, net of tax
Comprehensive income attributable to noncontrolling interests, net of tax
−Removed: Comprehensive income attributable to Parsons
−Removed: Corporation, net of tax
+Added: Comprehensive income attributable to Parsons Corporation, net of tax
The accompanying notes are an integral part of these consolidated financial statements.
3 unchanged sentences
(in thousands)
−Removed: Retained Earnings (Accumulated
Comprehensive
−Removed: (Loss) Income
−Removed: Parsons Equity
+Added: Income (Loss)
Noncontrolling
2 unchanged sentences
Foreign currency
−Removed: translation gain
+Added: translation loss, net
Pension adjustments, net
4 unchanged sentences
Issuance of equity securities,
−Removed: net of retirements
−Removed: Repurchases of common stock
+Added: net of retirement
+Added: Repurchase of common
Stock-based compensation
2 unchanged sentences
Foreign currency
−Removed: translation loss, net
+Added: translation gain, net
Pension adjustments, net
3 unchanged sentences
Distributions
+Added: Capped call transactions
+Added: Repurchase of warrants
+Added: Bond hedge termination
+Added: Convertible debt inducement
Issuance of equity securities,
net of retirement
−Removed: Repurchase of common
+Added: Repurchases of common stock
Stock-based compensation
Balances at December 31, 2024
+Added: The accompanying notes are an integral part of these consolidated financial statements.
+Added: Parsons Corporation and Subsidiaries
+Added: Consolidated Statements of Changes in Shareholders’ Equity
+Added: Years Ended December 31, 2025, December 31, 2024 and December 31, 2023
+Added: (in thousands)
+Added: Comprehensive
+Added: Income (Loss)
+Added: Noncontrolling
Comprehensive income
6 unchanged sentences
Distributions
−Removed: Capped call transactions
Repurchase of warrants
−Removed: Bond hedge termination
−Removed: Convertible debt inducement
Issuance of equity securities,
3 unchanged sentences
Balances at December 31, 2025
−Removed: The accompanying notes are an integral part of these consolidated financial statements.
Parsons Corporation and Subsidiaries
35 unchanged sentences
Proceeds from borrowings under credit agreement
−Removed: Proceeds from delayed draw term loan
Repayments of borrowings under credit agreement
−Removed: Repayment of private placement debt
−Removed: Payments for acquired warrants
Proceeds from issuance of convertible notes due 2029
Repurchases of convertible notes due 2025
+Added: Proceeds from term loan
+Added: Repayment of delayed draw term loan
Payments for debt issuance costs
13 unchanged sentences
Cash paid during the year for
−Removed: Income taxes (net of refunds)
The accompanying notes are an integral part of these consolidated financial statements.
32 unchanged sentences
Share Repurchases
−Removed: During the third quarter of 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 $ 100,000,000 from time to time.
−Removed: 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.
−Removed: At the time of the February 2024 authorization, the Company had repurchased shares with an aggregated market value (including fees) of $ 54.7 million.
−Removed: The aggregate market value of shares of Common Stock the Company is authorized to acquire is now not greater than $ 154.7 million.
+Added: 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.
+Added: 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.
+Added: The Board further amended this authorization in March 2025 to increase and reset the repurchase capacity to $ 250 million.
+Added: Any purchases made by the Company during Q1 of 2025 were deducted from the reset capacity.
+Added: Under prior authorizations, the Company had repurchased shares with an aggregate market value of $ 79.7 million.
+Added: The aggregate market value of shares of Common Stock the Company is authorized to acquire from prior authorizations and the March 2025 authorization is not greater than $ 329.7 million.
Repurchased shares of common stock are retired and included in “Repurchases of common stock” in cash flows from financing activities in the Consolidated Statements of Cash Flows.
19 unchanged sentences
In addition, costs are generally subject to review by clients and regulatory audit agencies, and such reviews could result in costs being disputed as non-reimbursable under the terms of the contract.
−Removed: Time-and-Materials—Under time-and-materials contracts, hourly billing rates are negotiated and charged to clients based on the actual time spent on a project.
−Removed: In certain cases, these contracts may be
PARSONS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, December 31, 2024 and December 31, 2023
−Removed: subject to maximum contract values.
+Added: Time-and-Materials—Under time-and-materials contracts, hourly billing rates are negotiated and charged to clients based on the actual time spent on a project.
+Added: In certain cases, these contracts may be subject to maximum contract values.
In addition, clients reimburse actual out-of-pocket costs for materials and other direct incidental expenditures that are incurred in connection with the performance under the contract.
21 unchanged sentences
Change orders, claims and incentives are generally not distinct from the existing contract due to the significant integration service provided in the context of the contract and are accounted for as a modification of the existing contract and performance obligation.
−Removed: The Company estimates variable consideration for a performance obligation utilizing one of the two prescribed methods, depending on which method better predicts the amount of consideration to which the Company will be entitled (or the amount the Company expects to incur in the case of liquidated damages).
−Removed: Such methods are:
−Removed: (a) the expected value method, whereby the amount of variable consideration to be recognized represents the sum of probability weighted amounts in
+Added: The Company estimates variable consideration for a performance obligation utilizing one of the two prescribed methods, depending on which method better predicts the amount of consideration to which the Company will be entitled (or the amount the Company expects to
PARSONS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, December 31, 2024 and December 31, 2023
−Removed: a range of possible consideration amounts, and (b) the most likely amount method, whereby the amount of variable consideration to be recognized represents the single most likely amount in a range of possible consideration amounts.
+Added: incur in the case of liquidated damages).
+Added: Such methods are:
+Added: (a) the expected value method, whereby the amount of variable consideration to be recognized represents the sum of probability weighted amounts in a range of possible consideration amounts, and (b) the most likely amount method, whereby the amount of variable consideration to be recognized represents the single most likely amount in a range of possible consideration amounts.
When applying these methods, the Company considers all information that is reasonably available, including historical, current and estimates of future performance.
20 unchanged sentences
costs incurred to date relative to total estimated costs at completion) to measure progress.
−Removed: The Company generally uses the cost-to-cost measure of progress method because it best depicts the transfer of control to the customer which occurs as the Company incurs costs on its contracts.
−Removed: Under the cost-to-cost measure of progress method, the extent of progress towards completion is
+Added: The Company generally uses the cost-to-cost measure of progress method because it best
PARSONS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, December 31, 2024 and December 31, 2023
−Removed: measured based on the ratio of total costs incurred to-date to the total estimated costs at completion of the performance obligation.
+Added: depicts the transfer of control to the customer which occurs as the Company incurs costs on its contracts.
+Added: Under the cost-to-cost measure of progress method, the extent of progress towards completion is measured based on the ratio of total costs incurred to-date to the total estimated costs at completion of the performance obligation.
Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred.
39 unchanged sentences
No other customers represented 10% or more of consolidated revenues or accounts receivable in any of the periods presented.
−Removed: Two customer sets within the United States federal government represent over 20% of total Company revenue for the year ended December 31, 2024.
+Added: One customer set within the United States federal government represents over 20% of total Company revenue for the year ended December 31, 2025.
In order to mitigate the credit risk associated with customers, the Company performs periodic credit evaluations of its customers’ financial condition.
123 unchanged sentences
The adoption of this ASU had a material impact on the Company's consolidated financial statements.
−Removed: In the first quarter of 2024, the Company took an extinguishment charge related to the partial repurchase of Convertible Senior Notes due 2025.
−Removed: This repurchase was recorded in the Company's financial statements as a loss on debt extinguishment according to the applicable guidance prior to ASU 2024-04.
−Removed: With the early adoption of ASU 2024-04, the Company reassessed the accounting conclusion of the first quarter 2024 partial repurchase of Convertible Senior Notes due 2025 and concluded the partial repurchase is subject to inducement accounting under ASU 2024-04.
−Removed: Under inducement accounting, the difference in the fair value of the securities issuable pursuant to conversion privileges compared to the fair value of the consideration paid on the date of the acceptance of the inducement offer is recorded to inducement expense.
−Removed: The difference in the consideration paid to note holders, less inducement expenses, less the fair value of the notes repurchased is charged to equity.
−Removed: For the year ended December 31, 2024, the Company reversed the loss on extinguishment of debt for the partial repurchase of the Convertible Senior Notes due 2025 and recorded the repurchase transaction as an induced conversion.
−Removed: This change from extinguishment to inducement accounting resulted in the Company (i.) reversing the $ 211.0 million loss and the related $ 49.9 million tax benefit on extinguishment of debt, recorded in Q1 2024, (ii.) recording a $ 18.4 million convertible debt repurchase loss , (iii.) the difference between the extinguishment loss and inducement expense of $ 192.6 million recorded to equity, and (iv.) the related tax benefit of $ 45.6 million recorded to equity.
−Removed: See "Note 11—D ebt and Credit Facilities" for a further discussion of the first quarter 2024 extinguishment accounting and subsequent change to inducement accounting.
−Removed: Also see "Note 21—Quarterly Information " for the quarterly financial statement impacts related to this accounting change.
In the fourth quarter of 2024, The FASB Issued ASU 2024-03 "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)" (ASU 2024-03").
2 unchanged sentences
Early adoption is permitted.
−Removed: The adoption of this ASU will not have a material impact on the Company's consolidated financial statements.
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
+Added: The adoption of this ASU will only impact disclosures and will no t have a material impact on the Company's consolidated financial statements.
In the fourth quarter of 2023, The FASB Issued Accounting Standards Update (“ASU”) 2023-09, "Income Taxes (Topic 740)" ("ASU 2023-09").
3 unchanged sentences
ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.
−Removed: Early adoption is permitted.
−Removed: The adoption of this ASU will not have a material impact on the Company's consolidated financial statements.
+Added: We adopted the standard and applied the disclosure requirements on a prospective basis effective for the year ended December 31, 2025.
+Added: This ASU was adopted in the fourth quarter of 2025 , prospectively.
+Added: The adoption of this ASU will only impact disclosures and did no t have a material impact on the Company's consolidated financial statements.
In the fourth quarter of 2023, The FASB Issued ASU 2023-07, "Segment Reporting (Topic 280)".
1 unchanged sentence
ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
−Removed: Early adoption is permitted.
−Removed: The adoption of this ASU did no t have a material impact on the Company's consolidated financial statements.
−Removed: During July 2023, the FASB Issued ASU 2023-03.
−Removed: ASU 2023-03 incorporates, into certain accounting standards, amendments to SEC paragraphs pursuant to SEC Staff Accounting Bulletin No.
−Removed: 120, SEC Staff Announcement at the March 24, 2022 EITF meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revisions of Regulation S-X:
−Removed: Income or Loss Applicable to Common Stock.
−Removed: These rules are effective immediately.
−Removed: The adoption of this ASU will not have a material impact on the Company's consolidated financial statements.
−Removed: In the first quarter of 2022 , the Company early adopted ASU 2021-08, “Business Combinations (Topic 805) ("ASU 2021-08"):
−Removed: Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”.
−Removed: The new guidance requires that the approach of ASC 606, Revenue from Contracts with Customers, should be used to measure an acquired revenue contract in a business combination.
−Removed: This guidance is to be applied (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application.
−Removed: The early adoption of ASU 2021-08 did no t have a material impact on the Company's consolidated financial statements.
+Added: The adoption of this ASU only impacted disclosures and did no t have a material impact on the Company's consolidated financial statements.
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
+Added: Applied Sciences Consulting, Inc.
+Added: On October 1, 2025, the Company acquired a 100 % ownership interest in Applied Sciences Consulting, Inc.
+Added: ("ASC"), a privately owned company, for $ 28.1 million from cash on hand.
+Added: ASC specializes in water and stormwater solutions for cities, counties, and water management districts across the state of Florida.
+Added: ASC enhances our ability to partner with Florida communities on delivering innovative solutions for their resiliency challenges, while expanding those capabilities to new and existing clients around the world.
+Added: In connection with this acquisition, the Company recognized $ 0.5 million of acquisition-related expenses in “Selling, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2025, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition.
+Added: The following table summarizes the acquisition date fair value of the purchase consideration transferred (in thousands):
+Added: Cash and cash equivalents
+Added: Accounts receivable
+Added: Right of use assets, operating leases
+Added: Property and Equipment
+Added: Intangible assets
+Added: Accounts payable
+Added: Short-term lease liabilities, operating leases
+Added: Accrued expenses and other current liabilities
+Added: Long-term lease liabilities, operating leases
+Added: Net assets acquired
+Added: Of the total purchase price, the following values were preliminarily assigned to intangible assets (in thousands, except for years):
+Added: Customer relationships
+Added: Non-compete agreements
+Added: Amortization expense of $ 0.4 million related to these intangible assets was recorded for the year ended December 31, 2025.
+Added: The entire value of goodwill was assigned to the Critical Infrastructure reporting unit and represents synergies expected to be realized from this business combination.
+Added: The entire value of goodwill is deductible for tax purposes.
+Added: The amount of revenue generated by ASC and included within consolidated revenue is $ 2.3 million for the year ended December 31, 2025.
+Added: The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.
+Added: The Company is still in the process of finalizing its valuation of the assets and liabilities acquired.
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
+Added: Supplemental Pro Forma Information (Unaudited)
+Added: Supplemental information of unaudited pro forma operating results assuming the ASC acquisition had been consummated as of the beginning of fiscal year 2024 (in thousands) is as follows:
+Added: Pro forma Revenue
+Added: Pro forma Net Income including noncontrolling interests
+Added: The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, and the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses which are reflected in the earliest period presented.
+Added: This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.
+Added: Chesapeake Technology International, Corp
+Added: On June 30, 2025, the Company acquired a 100 % ownership interest in Chesapeake Technology International, Corp ("CTI"), a privately owned company, for $ 91.5 million from cash on hand.
+Added: CTI brings extensive capabilities as an all-domain technology solutions provider, powered by cutting-edge products that enhance the warfighters’ ability to sense, evaluate and deliver effects within the invisible battlespaces.
+Added: CTI enhances our mission-ready solutions for the Department of War.
+Added: In connection with this acquisition, the Company recognized $ 2.2 million of acquisition-related expenses in “Selling, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2025, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition.
+Added: The following table summarizes the acquisition date fair value of the purchase consideration transferred (in thousands):
+Added: Cash and cash equivalents
+Added: Accounts receivable
+Added: Contract assets
+Added: Right of use assets, operating leases
+Added: Prepaid expenses and other current assets
+Added: Property and Equipment
+Added: Intangible assets
+Added: Other noncurrent assets
+Added: Accounts payable
+Added: Short-term lease liabilities, operating leases
+Added: Accrued expenses and other current liabilities
+Added: Contract liabilities
+Added: Deferred income taxes
+Added: Long-term lease liabilities, operating leases
+Added: Other long-term liabilities
+Added: Net assets acquired
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
+Added: Of the total purchase price, the following values were preliminarily assigned to intangible assets (in thousands, except for years):
+Added: Customer relationships
+Added: Developed technologies
+Added: Non-compete agreements
+Added: Amortization expense of $ 2.7 million related to these intangible assets was recorded for the year ended December 31, 2025.
+Added: The entire value of goodwill was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination.
+Added: $ 8.8 million of goodwill is deductible for tax purposes.
+Added: The amount of revenue generated by CTI and included within consolidated revenue is $ 36.2 million for the year ended December 31, 2025.
+Added: The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.
+Added: The Company is still in the process of finalizing its valuation of the assets and liabilities acquired.
+Added: Supplemental Pro Forma Information (Unaudited)
+Added: Supplemental information of unaudited pro forma operating results assuming the CTI acquisition had been consummated as of the beginning of fiscal year 2024 (in thousands) is as follows:
+Added: Pro forma Revenue
+Added: Pro forma Net Income including noncontrolling interests
+Added: The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, and the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses which are reflected in the earliest period presented.
+Added: This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.
+Added: TRS Group, Inc.
+Added: On January 31, 2025, the Company acquired a 100 % ownership interest in TRS Group, Inc.
+Added: ("TRS") a privately owned company, for $ 36.6 million from cash on hand (of which $ 3.8 million will be paid in July 2026).
+Added: TRS is an environmental solutions firm that specializes in remediation technology.
+Added: In connection with this acquisition, the Company recognized $ 0.5 million of acquisition-related expenses in “Selling, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2025, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition.
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
+Added: The following table summarizes the acquisition date fair value of the purchase consideration transferred (in thousands):
+Added: Cash and cash equivalents
+Added: Accounts receivable
+Added: Contract assets
+Added: Income taxes receivable
+Added: Prepaid expenses and other current assets
+Added: Property and Equipment
+Added: Intangible assets
+Added: Accounts payable
+Added: Accrued expenses and other current liabilities
+Added: Contract liabilities
+Added: Short-term lease liabilities, operating leases
+Added: Long-term lease liabilities, operating leases
+Added: Net assets acquired
+Added: Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):
+Added: Developed technologies
+Added: Amortization expense of $ 1.6 million related to these intangible assets was recorded for the year ended December 31, 2025 .
+Added: The entire value of goodwill was assigned to the Critical Infrastructure reporting unit and represents synergies expected to be realized from this business combination.
+Added: The entire value of goodwill is deductible for tax purposes.
+Added: The amount of revenue generated by TRS and included within consolidated revenue is $ 28.5 million for the year ended December 31, 2025 .
+Added: The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.
+Added: Supplemental Pro Forma Information (Unaudited)
+Added: Supplemental information of unaudited pro forma operating results assuming the TRS acquisition had been consummated as of the beginning of fiscal year 2024 (in thousands) is as follows:
+Added: Pro forma Revenue
+Added: Pro forma Net Income including noncontrolling interests
+Added: The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
+Added: to the fair value of acquired intangible assets, and the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses which are reflected in the earliest period presented.
+Added: This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.
BCC Engineering, LLC
4 unchanged sentences
The following table summarizes the acquisition date fair value of the purchase consideration transferred (in thousands):
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
Cash and cash equivalents
14 unchanged sentences
Net assets acquired
−Removed: Of the total purchase price, the following values were preliminarily assigned to intangible assets (in thousands, except for years):
+Added: Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):
Customer relationships
Non-compete agreements
−Removed: Amortization expense of $ 1.5 million related to these intangible assets was recorded for the year ended December 31, 2024.
+Added: Amortization expense of $ 8.7 million and $ 1.5 million related to these intangible assets was recorded for the year ended December 31,2025 and December 31, 2024, respectively.
The entire value of goodwill was assigned to the Critical Infrastructure reporting unit and represents synergies expected to be realized from this business combination.
$ 45.8 million of goodwill is deductible for tax purposes.
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
The amount of revenue generated by BCC and included within consolidated revenue is $ 20.3 million for the year ended December 31, 2024.
The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.
−Removed: The Company is still in the process of finalizing its valuation of the assets and liabilities acquired.
Supplemental Pro Forma Information (Unaudited)
3 unchanged sentences
The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, and the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses.
−Removed: This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
−Removed: would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.
+Added: This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.
BlackSignal Technologies, LLC.
1 unchanged sentence
Headquartered in Chantilly, Virginia, BlackSignal is a next-generation digital signal processing, electronic warfare, and cyber security provider built to counter near peer threats.
−Removed: Parsons believes that the acquisition will expand Parsons' customer base across the Department of Defense and Intelligence Community and significantly strengthen Parsons' positioning within cyber warfare, while adding new capabilities in the counterspace radio frequency domain.
+Added: Parsons believes that the acquisition will expand Parsons' customer base across the Department of War and Intelligence Community and significantly strengthen Parsons' positioning within cyber warfare, while adding new capabilities in the counterspace radio frequency domain.
In connection with this acquisition, the Company recognized $ 2.5 million of acquisition-related expenses in “Selling, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2024, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition.
13 unchanged sentences
Net assets acquired
−Removed: Of the total purchase price, the following values were preliminarily assigned to intangible assets (in thousands, except for years):
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
+Added: Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):
Customer relationships
1 unchanged sentence
Non-compete agreements
−Removed: Amortization expense of $ 4.3 million related to these intangible assets was recorded for the year ended December 31, 2024.
+Added: Amortization expense of $ 12.7 million and $ 4.3 million related to these intangible assets was recorded for the year ended December 31,2025 and December 31, 2024, respectively .
The entire value of goodwill was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination.
1 unchanged sentence
The amount of revenue generated by BlackSignal and included within consolidated revenue is $ 22.7 million for the year ended December 31, 2024.
−Removed: The Company has determined that the presentation of net
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
−Removed: income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.
+Added: The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.
Supplemental Pro Forma Information (Unaudited)
15 unchanged sentences
No goodwill is deductible for income tax purposes.
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
Sealing Technologies, Inc.
1 unchanged sentence
The Company borrowed $ 175 million under the Credit Agreement to partially fund the acquisition.
−Removed: Headquartered in Maryland, SealingTech expands Parsons’ customer base across the Department of Defense and Intelligence Community, and further enhances the company’s capabilities in defensive cyber operations;
+Added: Headquartered in Maryland, SealingTech expands Parsons’ customer base across the Department of War and Intelligence Community, and further enhances the company’s capabilities in defensive cyber operations;
integrated mission-solutions powered by artificial intelligence (AI) and machine learning (ML);
7 unchanged sentences
In the event that the earn out revenue is less than or equal to the earn out revenue target, the earn out payment shall be zero .
−Removed: The earn out payment, if any, shall be paid by the Company to the selling shareholders
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
−Removed: within 15 days following the date the earn out statement becomes final and binding on both parties.
+Added: The earn out payment, if any, shall be paid by the Company to the selling shareholders within 15 days following the date the earn out statement becomes final and binding on both parties.
The fair value of the earn out (contingent consideration in the table below) was calculated using a Black-Scholes model.
4 unchanged sentences
Total purchase price
−Removed: The estimated fair value of the SealingTech contingent consideration as of December 31, 2024 and December 31, 2023 was zero and $ 2.3 million, respectively.
−Removed: The change in fair value to zero resulted in recording a $ 2.3 million gain to "other income (expense), net" in the consolidated financial statements.
+Added: At the conclusion of the earn out period, the Company paid zero contingent consideration.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the purchase price allocation as of the date of acquisition (in thousands):
13 unchanged sentences
Net assets acquired
−Removed: Of the total purchase price, the following values were preliminarily assigned to intangible assets (in thousands, except for years):
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
+Added: Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):
Customer relationships
Developed technologies
−Removed: Amortization expense of $ 12.9 million and $ 7.0 million related to these intangible assets was recorded for the years ended December 31, 2024 and December 31, 2023, respectively.
+Added: Amortization expense of $ 12.0 million, $ 12.9 million and $ 7.0 million related to these intangible assets was recorded for the year ended December 31,2025, December 31,2024 and December 31, 2023, respectively.
The entire value of goodwill was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination.
1 unchanged sentence
The amount of revenue generated by SealingTech and included within consolidated revenue is $ 34.1 million for the year December 31, 2023.
−Removed: The Company has determined that the presentation of net
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
−Removed: income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.
+Added: The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.
Supplemental Pro Forma Information (Unaudited)
12 unchanged sentences
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the purchase price allocation as of the date of acquisition (in thousands):
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
Cash and cash equivalents
13 unchanged sentences
Net assets acquired
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):
3 unchanged sentences
Backlog for this type of business is included as customer relationships.
−Removed: Amortization expense of $ 1.6 million and $ 1.4 million related to these intangible assets was recorded for the years ended December 31, 2024 and December 31, 2023, respectively.
+Added: Amortization expense of $ 1.6 million, $ 1.6 million and $ 1.4 million related to these intangible assets was recorded for the year ended December 31,2025, December 31, 2024 and December 31, 2023, respectively.
The entire value of goodwill was assigned to the Critical Infrastructure reporting unit and represents synergies expected to be realized from this business combination.
6 unchanged sentences
Pro forma Net Income including noncontrolling interests
−Removed: The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, and the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses.
−Removed: This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.
−Removed: Xator Corporation
−Removed: On May 31, 2022, the Company acquired a 100 % ownership interest in Xator Corporation (“Xator”), a privately-owned company, for $ 387.5 million in cash.
−Removed: The Company borrowed $ 300 million under the Credit Agreement to partially fund the acquisition.
−Removed: Xator expands Parsons’ customer base and brings differentiated technical capabilities in critical infrastructure protection, counter-unmanned aircraft systems (cUAS), intelligence and cyber solutions, biometrics, and global threat assessment and operations.
−Removed: In connection with this acquisition, the Company recognized $ 7.7 million of acquisition-related expenses in “Selling, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2022, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition.
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
−Removed: The following table summarizes the estimated fair values of the assets acquired and liabilities assumed based on the purchase price allocation as of the date of acquisition (in thousands):
−Removed: Cash and cash equivalents
−Removed: Accounts receivable
−Removed: Contract assets
−Removed: Prepaid expenses and other current assets
−Removed: Property and equipment
−Removed: Right of use assets, operating leases
−Removed: Investments in and advances to unconsolidated joint ventures
−Removed: Intangible assets
−Removed: Other noncurrent assets
−Removed: Accounts payable
−Removed: Accrued expenses and other current liabilities
−Removed: Contract liabilities
−Removed: Short-term lease liabilities, operating leases
−Removed: Long-term lease liabilities, operating leases
−Removed: Other long-term liabilities
−Removed: Net assets acquired
−Removed: Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):
−Removed: Customer relationships
−Removed: Developed technologies
−Removed: Non-compete agreements
−Removed: Amortization expense of $ 16.5 million, $ 18.1 million and $ 11.9 million related to these intangible assets was recorded for the year ended December 31, 2024, December 31, 2023, and December 31, 2022, respectively.
−Removed: The entire value of goodwill was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination.
−Removed: Goodwill in its entirety is deductible for tax purposes.
−Removed: The amount of revenue generated by Xator and included within consolidated revenue is $ 157.8 million for the year ended December 31, 2022.
−Removed: The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.
−Removed: Supplemental Pro Forma Information (Unaudited)
−Removed: Supplemental information of unaudited pro forma operating results assuming the Xator acquisition had been consummated as of the beginning of fiscal year 2021 (in thousands) is as follows:
−Removed: Pro forma Revenue
−Removed: Pro forma Net Income including noncontrolling interests
+Added: The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, and the pro forma impact of reflecting acquisition costs,
PARSONS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, December 31, 2024 and December 31, 2023
−Removed: The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, and the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses.
+Added: which consisted of legal, advisory and due diligence fees and expenses.
This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.
−Removed: From the year ended December 31, 2022 the results of the acquisition have been included in full year results.
Contracts with Customers
3 unchanged sentences
The following table presents revenue disaggregated by contract type (in thousands):
+Added: December 31, 2025
+Added: December 31, 2024
+Added: December 31, 2023
Time-and-Materials
10 unchanged sentences
Contract assets at December 31, 2025 and December 31, 2024 include approximately $ 58.9 million and $ 70.7 million , respectively, related to net claim recovery estimates.
−Removed: For the year ended December 31, 2024 there was a $ 21.6 million loss recognized related to the collectability of claims.
−Removed: For the year ended December 31, 2023 , there were no material losses recognized related to the collectability of claims.
+Added: For the years ended December 31, 2025 and December 31, 2024 , there were $ 12.0 million and $ 21.6 million, respectively of losses recognized related to the reduction in estimated claims recovery.
During the years ended December 31, 2025 and December 31, 2024, the Company recognized revenue of approximately $ 193.6 million and $ 190.3 million , respectively, that was included in the corresponding contract liability balance at December 31, 2024 and December 31, 2023 , respectively.
9 unchanged sentences
Revisions in estimates, such as changes in estimated claims or incentives, related to performance obligations partially satisfied in previous periods that individually had an impact of $ 5 million or more on revenue resulted in the following changes in revenue.
+Added: December 31, 2025
+Added: December 31, 2024
+Added: December 31, 2023
Revenue impact, net
5 unchanged sentences
Net income (loss)
−Removed: Diluted earnings (loss) per share
+Added: The amounts for 2025, in the table above, include the impact from contracts in the Federal Solutions segment related to a change in estimate increasing direct costs of contracts by $ 22.7 million.
The amounts for 2024, in the table above, include the impact from a contract in the Critical Infrastructure segment related to a change in estimate increasing direct costs of contracts by $ 6.3 million.
10 unchanged sentences
federal government and its agencies were 19 % and 23 % as of December 31, 2025 and December 31, 2024, respectively.
−Removed: The allowance for doubtful accounts was determined based on consideration of trends in actual and forecasted credit quality of clients, including delinquency and payment history, type of client, such as a government agency or commercial sector client, and general economic conditions and particular industry conditions that may affect a client’s ability to pay.
+Added: The allowance for doubtful accounts was determined based on consideration of trends in actual and forecasted credit quality of clients, including delinquency and payment history, type of client, such as a
PARSONS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, December 31, 2024 and December 31, 2023
+Added: government agency or commercial sector client, and general economic conditions and particular industry conditions that may affect a client’s ability to pay.
Transaction Price Allocated to the Remaining Unsatisfied Performance Obligations
3 unchanged sentences
Projects are included within RUPO at such time the project is awarded and agreement on contract terms has been reached.
−Removed: The difference between RUPO and backlog relates to unexercised option years that are included within backlog and the value of Indefinite Delivery/Indefinite Quantity (“IDIQ”) contracts included in backlog for which task orders have not been issued.
RUPO is comprised of:
−Removed: (a) original transaction price, (b) change orders for which written confirmations from our customers have been received, (c) pending change orders for which the Company expects to receive confirmatrions in the ordinary course of business, and (d) claim amounts that the Company has made against customers for which it has determined that it has a legal basis under existing contractual arrangements and a significant reversal of revenue is not probable, less revenue recognized to-date.
+Added: (a) original transaction price, (b) change orders for which written confirmations from our customers have been received, (c) pending change orders for which the Company expects to receive confirmations in the ordinary course of business, and (d) claim amounts that the Company has made against customers for which it has determined that it has a legal basis under existing contractual arrangements and a significant reversal of revenue is not probable, less revenue recognized to-date.
The Company expects to satisfy its RUPO as of December 31, 2025 over the following periods (in thousands):
5 unchanged sentences
The Company has operating and finance leases for corporate and project office spaces, vehicles, heavy machinery and office equipment.
−Removed: Our leases have remaining lease terms of one year to eleven years , some of which may include options to extend the leases for up to five years , and some of which may include options to terminate the leases after the third year.
+Added: Our leases have remaining lease terms of one year to ten years , some of which may include options to extend the leases for up to five years , and some of which may include options to terminate the leases after the third year.
The components of lease costs for the years ended December 31, 2025 and December 31, 2024 are as follows (in thousands):
10 unchanged sentences
Operating cash flows for operating leases
−Removed: Operating cash flows for finance leases
+Added: Operating cash flows for financing activities
Financing cash flows for finance leases
20 unchanged sentences
A maturity analysis of the future undiscounted cash flows associated with the Company’s operating and finance lease liabilities as of December 31, 2025 is as follows (in thousands):
+Added: Operating Leases
+Added: Finance Leases
Total lease payments
28 unchanged sentences
The compensation expense for these awards is recorded in “Selling, general and administrative expenses” in the Company’s consolidated financial statements.
−Removed: Stock-based compensation expense was $ 52.6 million, $ 27.5 million, and $ 20.0 million for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 , respectively, net of recognized
PARSONS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, December 31, 2024 and December 31, 2023
−Removed: tax benefits of $ 8.9 million, $ 8.6 million, and $ 4.4 million for 2024, 2023 and 2022, respectively.
+Added: Stock-based compensation expense was $ 34.0 million, $ 52.6 million, and $ 27.5 million for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 , respectively, net of recognized tax benefits of $ 6.2 million, $ 8.9 million, and $ 8.6 million for 2025, 2024 and 2023, respectively.
The tax benefit realized related to awards vested during 2025, 2024, and 2023 was $ 9.1 million, $ 12.0 million, and $ 4.3 million, respectively.
1 unchanged sentence
At December 31, 2025 , the amount of compensation cost relating to non-vested awards not yet recognized in the consolidated financial statements is $ 37.5 million.
−Removed: The majority of these unrecognized compensation costs will be recognized by the third quarter of fiscal 2026.
+Added: The majority of these unrecognized compensation costs will be recognized by the fourth quarter of fiscal 2027.
Restricted Stock Units
5 unchanged sentences
Compensation cost for awards with performance conditions are trued-up at each reporting period for changes in the expected shares pro-rated for the portion of the requisite service period rendered.
+Added: For awards that include market conditions, the grant date fair value is determined using a Monte Carlo simulation.
+Added: Inputs to the Monte Carlo model include the vesting period, historical stock volatilities for Parsons and a peer group commensurate with a look back period equal to the vesting period.
The following table presents the number of shares of restricted stock units granted (at target shares for awards with performance conditions) for the years ended December 31, 2025, December 31, 2024 and December 31, 2023:
22 unchanged sentences
The following table summarizes the changes in the carrying value of goodwill by reporting segment for the years ended December 31, 2025 and December 31, 2024 (in thousands):
+Added: December 31, 2024
+Added: December 31, 2025
Federal Solutions
Critical Infrastructure
+Added: December 31, 2023
+Added: December 31, 2024
Federal Solutions
19 unchanged sentences
December 31, 2025
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
Property and Equipment, Net
9 unchanged sentences
Property and equipment, net
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
Depreciation expense of $ 42.0 million , $ 37.4 million , and $ 39.1 million was recorded for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 , respectively.
12 unchanged sentences
Short-Term Debt:
−Removed: Delayed draw term loan
+Added: Delayed draw term loan due 2025
Convertible senior notes due 2025
1 unchanged sentence
Long-Term Debt:
−Removed: Delayed draw term loan
Convertible senior notes due 2029
−Removed: Convertible senior notes due 2029
Revolving credit facility
+Added: Term loan due 2028
Debt issuance costs
Total Long-Term Debt
+Added: In June 2025, the Company terminated its $ 350 million Delayed Draw Term Loan due 2025 and its $ 650 million Revolving Credit Facility due 2026 and replaced these credit facilities with a $ 450 million Term Loan due 2028 and a $ 750 million Revolving Credit Facility due 2030.
+Added: Proceeds from the Term Loan were used to payoff the outstanding balance of the Delayed Draw Term Loan.
+Added: In June 2025 , the Company entered into a $ 450 million unsecured Term Loan with an increase option of up to $ 150 million.
+Added: Proceeds of the Term Loan Agreement may be used (a) to pay off in full, or partially payoff, the Company’s existing Convertible Senior Notes, (b) to prepay revolving loans outstanding under the Revolving Credit Agreement (as defined below), or (c) for working capital, capital expenditures and other lawful corporate purposes.
+Added: The Company incurred $ 0.9 million of debt issuance costs in connection with the Term Loan as of December 31, 2025.
+Added: These costs are presented as a direct deduction from long-term debt on the face of the balance sheet.
+Added: Interest expense related to the Term Loan was $ 14.0 million for the year ended December 31, 2025, of which $ 0.2 million was related to the
PARSONS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, December 31, 2024 and December 31, 2023
−Removed: Delayed Draw Term Loan
+Added: amortization of debt fees.
+Added: The amortization of debt issuance costs and interest expense is recorded in “Interest expense” on the consolidated statements of income.
+Added: As of December 31, 2025 there was $ 450 million outstanding under the Term Loan.
+Added: The Term Loan has a three-year maturity and permits the Company to borrow in U.S.
+Added: The Term Loan does not require any amortization payments by the Company.
+Added: Depending on the Company’s consolidated leverage ratio (or debt rating after such time as the Company has such rating), borrowings under the Term Loan Agreement will bear interest at either an adjusted Term SOFR benchmark rate plus a margin between 0.875 % and 1.500 % or a base rate plus a margin of between 0 % and 0.500 % and will initially bear interest at the middle of this range.
+Added: Amounts outstanding under the Term Loan Agreement may be prepaid at the option of the Company without premium or penalty, subject to customary breakage fees in connection with the prepayment of benchmark rate loans.
+Added: The interest rate on December 31, 2025 was 4.8 %.
+Added: Delayed Draw Term Loan (Terminated June 2025 )
In September 2022 , the Company entered into a $ 350 million unsecured Delayed Draw Term Loan with an increase option of up to $ 150 million (the “2022 Delayed Draw Term Loan”).
−Removed: The 2022 Delayed Draw Term Loan may be borrowed in a single draw during the period from and including the Closing Date to the earlier to occur of (a) the date of termination of the 2022 Delayed Draw Term Loan by the Company pursuant to the terms of the 2022 Delayed Draw Term Loan Agreement and (b) six (6) months following the Closing Date.
Proceeds of the 2022 Delayed Draw Term Loan Agreement may be used (a) to pay off in full, or partially payoff, the Company’s existing Senior Notes, (b) to prepay revolving loans outstanding under the Revolving Credit Agreement (as defined below), or (c) for working capital, capital expenditures and other lawful corporate purposes.
−Removed: The Company drew $ 350.0 million from the 2022 Delayed Draw Term Loan in November 2022.
−Removed: The Company incurred $ 0.9 million of debt issuance costs in connection with the delayed draw term loan as of December 31, 2022.
−Removed: These costs are presented as a direct deduction from the debt on the face of the balance sheet.
+Added: The Company incurred $ 0.9 million of debt issuance costs in connection with the delayed draw term loan.
+Added: These costs are presented as a direct deduction from long-term debt on the face of the balance sheet.
Interest expense related to the Delayed Draw Term Loan was $ 8.7 million, $ 23.1 million and 22.4 million for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively.
+Added: Included in these amounts was amortization of debt fees of $ 0.2 million, $ 0.3 million, and $ 0.3 million, respectively.
The amortization of debt issuance costs and interest expense is recorded in “Interest expense” on the consolidated statements of income.
−Removed: As of December 31, 2024 and December 31, 2023 , there was $ 350.0 million outstanding under the Delayed Draw Term Loan.
+Added: There was no amount outstanding as of December 31, 2025 and $ 350.0 million outstanding as of December 31, 2024 under the Delayed Draw Term Loan.
The 2022 Delayed Draw Term Loan has a three-year maturity and permits the Company to borrow in U.S.
3 unchanged sentences
Amounts outstanding under the 2022 Delayed Draw Term Loan Agreement may be prepaid at the option of the Company without premium or penalty, subject to customary breakage fees in connection with the prepayment of benchmark rate loans.
−Removed: The interest rates on December 31, 2024 and December 31, 2023 were 5.6 % and 6.6 %, respectively.
+Added: The interest rates on June 30, 2025 (loan termination period) and December 31, 2024 were 5.6 % and 5.6 %, respectively.
Convertible Senior Notes due 2025
1 unchanged sentence
The Company received proceeds from the issuance and sale of the Convertible Senior Notes of $ 389.7 million, net of $ 10.3 million of transaction fees and other third-party offering expenses.
−Removed: The Convertible Senior Notes accrue interest at a rate of 0.25 % per annum, payable semi-annually on February 15 and August 15 of each year beginning on February 15, 2021 , and will mature on August 15, 2025 , unless earlier repurchased, redeemed or converted.
−Removed: The Convertible Senior Notes are the Company’s senior unsecured obligations and will rank senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes;
−Removed: equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated;
−Removed: effectively junior in right of payment to any of the Company’s secured indebtedness, to the extent of the value of the assets securing such indebtedness;
−Removed: and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.
−Removed: Each $ 1,000 of principal of the Notes will initially be convertible into 22.2913 shares of our common stock, which is equivalent to an initial conversion price of $ 44.86 per share, subject to adjustment upon the occurrence of specified events.
−Removed: On or after March 15, 2025 until the close of business on the second scheduled trading day immediately preceding the maturity date of the Convertible Senior Notes, holders may convert all or a portion of their Convertible Senior Notes, regardless of the conditions below.
+Added: The Convertible Senior Notes accrue interest at a rate of 0.25 % per annum, payable semi-annually on February 15 and August 15 of each year beginning on February 15, 2021 , and matured on August 15, 2025, unless earlier repurchased, redeemed or converted.
+Added: The convertible Senior Notes due 2025 matured on August 15, 2025 .
+Added: The Company recognized interest expense of $ 0.1 million, $ 3.9 million and $ 3.1 million for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively .
+Added: Included in these
PARSONS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, December 31, 2024 and December 31, 2023
−Removed: Prior to the close of business on the business day immediately preceding March 15, 2025, the Notes will be convertible at the option of the holders thereof only under the following circumstances:
−Removed: • during any calendar quarter commencing after the calendar quarter ending on December 31, 2020, if the last reported sale price of the Company’s common stock for at least 20 trading days, whether or not consecutive, during a period of 30 consecutive trading days ending on, and including the last trading day of the immediately preceding calendar quarter, is greater than or equal to 130 % of the conversion price on each applicable trading day;
−Removed: • during the five business day period after any five consecutive trading day period in which, for each trading day of that period, the trading price per $ 1,000 principal amount of Convertible Senior Notes for such trading day was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;
−Removed: • if the Company calls such Convertible Senior Notes for redemption;
−Removed: • upon the occurrence of specified corporate events described in the Indenture.
−Removed: The Company may redeem all or any portion of the Convertible Senior Notes for cash, at its option, on or after August 21, 2023 and before the 51 st scheduled trading day immediately before the maturity date at a redemption price equal to 100 % of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for a specified period of time.
−Removed: In addition, calling any Convertible Senior Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Convertible Senior Note, in which case the conversion rate applicable to the conversion of that Convertible Senior Note will be increased in certain circumstances if it is converted after it is called for redemption.
−Removed: Upon the occurrence of a fundamental change prior to the maturity date of the Convertible Senior Notes, holders of the Convertible Senior Notes may require the Company to repurchase all or a portion of the Convertible Senior Notes for cash at a price equal to 100 % of the principal amount of the Convertible Senior Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.
−Removed: Upon conversion, the Company may settle the Convertible Senior Notes for cash, shares of the Company’s common stock, or a combination thereof, at the Company’s option.
−Removed: If the Company satisfies its conversion obligation solely in cash or through payment and delivery of a combination of cash and shares of the Company’s common stock, the amount of cash and shares of common stock due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 50-trading day observation period.
−Removed: The Company recognized interest expense of $ 3.9 million, $ 3.1 million and $ 3.0 million for the years ended December 31, 2024.
−Removed: December 31, 2023 and December 31, 2022, respectively.
−Removed: As of December 31, 2024 and December 31, 2023 the net carrying value of the Convertible Senior Notes due 2025 were $ 113.4 million and $ 396.5 million, respectively.
+Added: amounts were the amortization of debt fees of $ 3.5 million and $ 2.1 million for the years ended December 31, 2024 and December 31, 2023, respectively.
+Added: The debt issuance costs were full amortized during the year ended December 31, 2024.
+Added: There was no amount outstanding as of December 31, 2025 and the net carrying value of the Convertible Senior Notes due 2025 was $ 113.4 million as of December 31, 2024.
See the discussion of the partial repurchase of Convertible Senior Notes due 2025 and the unwind of the related note hedge and warrants below.
2 unchanged sentences
Under the five-year term of the bond hedge, upon a conversion of the bonds, the Company will receive the number of shares of common stock equal to the remaining common stock deliverable upon conversion of the Convertible Senior Notes if the conversion value exceeds the principal amount of the Notes.
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
−Removed: aggregate number of shares that the Company could be obligated to issue upon conversion of the Convertible Senior Notes is approximately 8.9 million shares.
+Added: The aggregate number of shares that the Company could be obligated to issue upon conversion of the Convertible Senior Notes is approximately 8.9 million shares.
The cost of the convertible note hedge transactions was $ 55.0 million.
5 unchanged sentences
The net cost of $ 41.2 million for the purchase of the bond hedges and sale of the warrants was recorded as a reduction to additional paid-in capital in the consolidated balance sheets.
−Removed: At issuance, the Company recorded a deferred tax liability of $ 16.2 million related to the Convertible Senior Notes debt discount and the capitalized debt issuance costs.
−Removed: The Company also recorded a deferred tax asset of $ 16.5 million related to the convertible note hedge transactions and the tax basis of the capitalized debt issuance costs through additional paid-in capital.
−Removed: The deferred tax liability and deferred tax asset were included net in “Deferred tax assets” on the consolidated balance sheets.
−Removed: Upon adoption of ASU 2020-06, the Company reversed the deferred tax liability of $ 13.9 million that the Company had recorded at issuance related to the Convertible Senior Note debt discount and recorded an additional deferred tax liability of $ 0.4 million related to the capitalized debt issuance costs.
−Removed: In addition, the Company recorded a $ 0.9 million adjustment to the deferred tax asset through retained earnings related to the tax effect of book accretion recorded in 2020 and reversed upon adoption.
Convertible Senior Notes due 2029
4 unchanged sentences
equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated;
−Removed: effectively junior in right of payment to any of the Company’s secured indebtedness, including borrowings under the Company’s revolving credit facility and delayed draw term loan credit facility, to the extent of the value of the assets securing such indebtedness;
+Added: effectively junior in right of payment to any of the Company’s secured indebtedness, including borrowings under the Company’s revolving credit facility and term loan credit facility, to the extent of the value of the assets securing such indebtedness;
and structurally junior to all indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries.
Each $ 1,000 of principal of the 2029 Convertible Notes will initially be convertible into 10.6256 shares of our common stock, which is equivalent to an initial conversion price of approximately $ 94.11 per share, subject to adjustment upon the occurrence of specified events.
−Removed: On or after October 1, 2028 until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2029 Convertible Notes, holders may convert all or a portion of their 2029 Convertible Notes, regardless of the conditions below.
+Added: On or after October 1, 2028
PARSONS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, December 31, 2024 and December 31, 2023
+Added: until the close of business on the second scheduled trading day immediately preceding the maturity date of the 2029 Convertible Notes, holders may convert all or a portion of their 2029 Convertible Notes, regardless of the conditions below.
Prior to the close of business on the business day immediately preceding October 1, 2028, the 2029 Convertible Notes will be convertible at the option of the holders thereof only under the following circumstances:
7 unchanged sentences
Upon conversion, the Company will settle the principal amount of the 2029 Convertible Notes converted in cash and will settle the remainder of the consideration owed upon conversion in cash, shares of the Company’s common stock, or a combination thereof, at the Company’s option, with such amount of cash and, if applicable, shares of common stock due upon conversion based on a daily conversion value calculated on a proportionate basis for each trading day in a 50-trading day observation period.
−Removed: The Company recognized interest expense with respect to the 2029 Convertible Notes of $ 21.3 million for the year ended December 31, 2024.
−Removed: As of December 31, 2024 , the net carrying value of the 2029 Convertible Notes due 2029 was $ 784.3 million.
+Added: The Company recognized interest expense with respect to the Convertible Senior Notes Due 2029 of $ 25.2 million and $ 21.3 million for the years ended December 31, 2025 and December 31, 2024, respectively.
+Added: Included in these amounts was amortization of debt fees of $ 4.2 million and $ 3.5 million, respectively As of December 31, 2025 and December 31, 2024 , the net carrying value of the Convertible Notes due 2029 were $ 788.5 million and $ 784.3 million, respectively.
Capped Call Transactions - Convertible Senior Notes due 2029
−Removed: In February 2024, in connection with the offering of the 2029 Convertible Notes, the Company entered into capped call transactions (the “Capped Call Transactions”) with certain financial institutions.
−Removed: The Capped Call Transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the Convertible Senior Notes due 2029 and/or offset any cash payments the Company is required to make in excess of the principal amount of any converted
PARSONS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, December 31, 2024 and December 31, 2023
−Removed: Convertible Senior Notes due 2029, as the case may be.
+Added: In February 2024, in connection with the offering of the 2029 Convertible Notes, the Company entered into capped call transactions (the “Capped Call Transactions”) with certain financial institutions.
+Added: The Capped Call Transactions are expected generally to reduce the potential dilution to the Company’s common stock upon any conversion of the Convertible Senior Notes due 2029 and/or offset any cash payments the Company is required to make in excess of the principal amount of any converted Convertible Senior Notes due 2029, as the case may be.
If, however, the market price per share of the Company’s common stock, as measured under the terms of the Capped Call Transactions, exceeds the cap price of the Capped Call Transactions, there would nevertheless be dilution and/or there would not be an offset of such cash payments, in each case, to the extent that such market price exceeds the cap price of the Capped Call Transactions.
10 unchanged sentences
The partial repurchase, during the year ended December 31, 2024, resulted in a $ 18.4 million repurchase loss 1 and a $ 3.2 million charge to interest expense for the acceleration of the amortization of debt issuance costs associated with the 0.25 % Convertible Senior Notes due 2025.
−Removed: The tax effect of the repurchase loss, excluding the interest expense, was recognized as a discrete event during the year with a tax benefit of $ 4.3 million recognized in the income statement.
+Added: The tax effect of the repurchase loss, excluding the interest expense, was recognized as a discrete event during the year ended December 31, 2024 with a tax benefit of $ 4.3 million recognized in the income statement.
1 During the first quarter of 2024, prior to the early adoption of ASU 2024-04, the Company recorded a $ 211.0 million loss on debt extinguishment associated with the 0.25 % Convertible Senior Notes due 2025.
2 unchanged sentences
The extinguishment charge and related income tax impacts were reversed from the Company's consolidated financial statements and recorded as a convertible debt repurchase loss as described above.
−Removed: Revolving Credit Facility
+Added: Revolving Credit Facility due 2030
In June 2025 , the Company entered into a $ 750 million unsecured revolving credit facility (the “Credit Agreement”).
−Removed: The Company incurred $ 1.9 million of costs in connection with this Credit Agreement.
−Removed: The 2021 Credit Agreement replaced an existing Fifth Amended and Restated Credit Agreement dated as of November 15, 2017.
−Removed: Under the new agreement, the Company’s revolving credit facility was increased from $ 550 million to $ 650 million.
−Removed: The credit facility has a five-year maturity, which may be extended up to two times for periods determined by the Company and the applicable extending lenders, and permits the Company to borrow in U.S.
−Removed: dollars, certain specified foreign currencies, and
+Added: The Company incurred $ 1.7 million of costs in connection with this Credit
PARSONS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, December 31, 2024 and December 31, 2023
−Removed: each other currency that may be approved in accordance with the 2021 Facility.
−Removed: The borrowings under the Credit Agreement bear interest at either a eurocurrency rate plus a margin between 1.0 % and 1.625 % or a base rate (as defined in the Credit Agreement) plus a margin of between 0 % and 0.625 %.
−Removed: The rates on December 31, 2024 and December 31, 2023 were 5.7 % and 6.7 %, respectively.
−Removed: Borrowings under this Credit Agreement are guaranteed by certain Company operating subsidiaries.
−Removed: Letters of credit commitments outstanding under this agreement aggregated approximately $ 43.0 million and $ 43.8 million at December 31, 2024 and December 31, 2023 , respectively, which reduced borrowing limits available to the Company.
−Removed: Interest expense related to the Credit Agreement was $ 0.7 million, $ 3.9 million and $ 4.3 million, for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 , respectively.
−Removed: There were no loan amounts outstanding under the Credit Agreement at December 31, 2024 and December 31, 2023.
+Added: The 2025 Credit Agreement replaced an existing Credit Agreement dated as of June 25, 2021.
+Added: Under the new agreement, the Company’s revolving credit facility was increased from $ 650 million to $ 750 million.
+Added: The credit facility has a five-year maturity, which may be extended up to two times for periods determined by the Company and the applicable extending lenders, and permits the Company to borrow in U.S.
+Added: dollars, certain specified foreign currencies, and each other currency that may be approved in accordance with the 2025 Facility.
+Added: The borrowings under the Credit Agreement bear interest at either the Term SOFR rate plus a margin between 1.0 % and 1.625 % or a base rate (as defined in the Credit Agreement) plus a margin of between 0 % and 0.625 %.
+Added: The rate on December 31, 2025 was 5.0 %.
+Added: Letters of credit commitments outstanding under this agreement aggregated to $ 41.8 million at December 31, 2025 which reduced borrowing limits available to the Company.
+Added: Interest expense related to the Credit Agreements (due 2030 and due 2026) were $ 0.7 million, $ 0.7 million and $ 3.9 million for the year ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively.
+Added: Included in these amounts was amortization of debt fees of $ 0.5 million for all years presented.
The Credit Agreement includes various covenants, including restrictions on indebtedness, liens, acquisitions, investments or dispositions, payment of dividends and maintenance of certain financial ratios and conditions.
11 unchanged sentences
Refer to “Note 13— Income Taxes ” for further discussion of the Company’s reconciliation of the beginning and ending balances of uncertain tax positions.
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
+Added: In July 2025, the One Big Beautiful Bill Act (OBBBA) was enacted.
+Added: Key income tax related provisions of the OBBBA include the repeal of mandatory capitalization of research and development expenditures under Internal Revenue Code (IRC) Section 174 (reinstating full expensing beginning in 2025) and extension of bonus depreciation.
+Added: The Company recognized the income tax effects of the OBBBA in its 2025 financial statements, including a $ 29 million decrease to both income taxes payable and to current income tax expense, and a $ 29 million increase to deferred tax expense and a $ 29 million decrease to deferred tax assets as of December 31, 2025.
+Added: The change in the tax law had no significant impact to the Company’s annual effective tax rate.
The following table presents the components of our income from operations before income taxes (in thousands):
1 unchanged sentence
Foreign earnings
+Added: The income tax expense (benefit) attributable to income from operations for the years ended December 31, 2025, December 31, 2024, and December 31, 2023 consists of the following (in thousands):
+Added: Total current income tax expense
+Added: Total deferred tax expense (benefit)
+Added: Total income tax expense
+Added: Total income tax expense
+Added: Income tax expense (benefit) was different from the amount computed by applying the United States federal statutory rate to pre-tax income from continuing operations, presented after prospectively adopting ASU 2023-09, as a result of the following (in thousands):
PARSONS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, December 31, 2024 and December 31, 2023
−Removed: The income tax expense (benefit) attributable to income from operations for the years ended December 31, 2024, December 31, 2023, and December 31, 2022 consists of the following (in thousands):
−Removed: Total current income tax expense
−Removed: Total deferred tax benefit
+Added: Income before income tax expense
+Added: Tax at federal statutory tax rate
+Added: State taxes, net of federal tax benefit (1)
+Added: Foreign tax effects:
+Added: Withholding taxes
+Added: Noncontrolling interests
+Added: Other foreign jurisdictions
+Added: Effect of cross-border tax laws:
+Added: Tax cost of foreign operations, net of credits
+Added: Foreign-derived intangible income
+Added: Research and development credit
+Added: Change in valuation allowances
+Added: Nontaxable or nondeductible items:
+Added: Executive compensation
+Added: Equity compensation
+Added: Change in unrecognized tax benefits
+Added: Other adjustments
Total income tax expense
−Removed: Income tax expense (benefit) was different from the amount computed by applying the United States federal statutory rate to pre-tax income from continuing operations as a result of the following (in thousands):
+Added: (1) The states and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category include California, Virginia, Maryland, Texas, and Florida.
+Added: Income tax expense (benefit) was different from the amount computed by applying the United States federal statutory rate to pre-tax income from continuing operations, prior to adopting ASU 2023-09, as a result of the following (in thousands):
Income before income tax expense
12 unchanged sentences
The effective tax rate in 2025 decreased to 19.3 % from 20.9 % in 2024.
−Removed: The change in the effective tax rate was due primarily to tax benefits related to increases in the foreign-derived intangible income (FDII) deduction and increased equity-based compensation deductions, partially offset by an increase in valuation allowance on NOLs and non-deductible executive compensation subject to Section 162(m).
−Removed: The effective tax rate in 2023 decreased to 21.3 % from 23.9 % in 2022.
−Removed: The change in the effective tax rate was due primarily to tax benefits related to increases in the foreign-derived intangible income (FDII) deduction and a change in jurisdictional mix of earnings, partially offset by an increase in valuation allowance on foreign tax credits originating from foreign withholding taxes.
−Removed: The effective tax rate for the year ended December 31, 2024 differs from the federal statutory tax rate of 21 % primarily due to state income taxes, valuation allowance and executive compensation subject to Section 162(m), offset by benefits related to untaxed income attributable to noncontrolling interests, earnings in lower tax jurisdictions, the FDII deduction, and equity-based compensation deductions.
+Added: The change in the effective tax rate was due primarily to a change in the jurisdictional mix of earnings, decreases in the change of valuation allowance on NOLs and non-deductible executive compensation subject to Section 162(m), an increase in untaxed income attributable to noncontrolling interests, and an increase in business tax
PARSONS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, December 31, 2024 and December 31, 2023
−Removed: The effective tax rate for the year ended December 31, 2023 differs from the federal statutory tax rate primarily due to state income taxes, valuation allowance on foreign tax credit carryovers originating from foreign taxes, partially offset by benefits related to untaxed income attributable to noncontrolling interests, earnings in lower tax jurisdictions, the FDII deduction, and federal business tax credits.
−Removed: The effective tax rate for the year ended December 31, 2022 differs from the federal statutory tax rate primarily due to state income taxes and a recorded valuation allowance on foreign tax credit carryovers, partially offset by benefits related to income attributable to noncontrolling interests, earnings in lower tax jurisdictions and federal business tax credits.
+Added: credits, partially offset by decreases in foreign-derived intangible income (FDII) deduction and the windfall equity-based compensation deduction.
+Added: The effective tax rate in 2024 decreased to 20.9 % from 21.3 % in 2023.
+Added: The change in the effective tax rate was due primarily to tax benefits related to increases in the foreign-derived intangible income (FDII) deduction and increased equity-based compensation deductions, partially offset by an increase in valuation allowance on NOLs and non-deductible executive compensation subject to Section 162(m).
The components of deferred tax assets and liabilities consist of the following at December 31, 2025 and December 31, 2024 (in thousands):
25 unchanged sentences
This increase relates to deferred tax assets recorded for net operating loss carryforwards and foreign tax credit carryforwards.
−Removed: The valuation allowance is recorded because the Company does not expect to have sufficient taxable income and
+Added: The valuation allowance is recorded because the Company does not expect to utilize the carryforward amounts before they expire.
PARSONS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, December 31, 2024 and December 31, 2023
−Removed: foreign source income to utilize the net operating loss carryforwards and the foreign tax credit carryforwards before they expire.
As of December 31, 2025, the Company has Net Operating Losses ("NOLs") of $ 2.0 million, $ 43.7 million, and $ 59.6 million for U.S.
25 unchanged sentences
states, and foreign jurisdictions.
−Removed: The Company is subject to examination by tax authorities in several jurisdictions, including jurisdictions where the Company has significant activities, such as Canada, Qatar, Saudi Arabia and the United States.
+Added: The Company is subject to examination by tax authorities in several jurisdictions, including jurisdictions where the Company has significant activities, such as Canada, Saudi Arabia, the United Arab Emirates and the United States.
As of December 31, 2025, the Company’s U.S.
1 unchanged sentence
states and foreign income tax returns remain subject to examination based on varying local statutes of limitations.
−Removed: The Company estimates that, within 12 months, it may decrease its uncertain tax positions by approximately $ 7.2 million as a result of concluding various tax audits and closing tax years.
Although the Company believes its reserves for its tax positions are reasonable, the final outcome of tax audits could be significantly different, both favorably and unfavorably.
−Removed: It is reasonably possible that these audits may conclude in the next 12 months and that the unrecognized tax benefits the Company has recorded in relation to these tax years may change compared to the liabilities recorded for these periods.
−Removed: However, it is not currently possible to estimate the amount, if any, of such change.
+Added: The amounts of cash income taxes paid (net of refunds received) by the Company were as follows (in thousands):
PARSONS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, December 31, 2024 and December 31, 2023
+Added: State and local:
+Added: All other state and local
+Added: All other foreign
+Added: Total income taxes paid, net of refunds received
+Added: The amount of cash income taxes paid (net of refunds received) by the Company during the year ended December 31, 2024 and 2023 was $ 59.8 million and $ 74.1 million, respectively.
+Added: The change in tax law from OBBBA led to the reduction of 2025 income taxes paid.
Contingencies
12 unchanged sentences
The court heard dispositive motions in 2023, including Parsons’ motion for summary judgment.
−Removed: We are awaiting the court’s rulings upon such motions, which will determine whether a trial will be necessary for this matter in 2025.
+Added: In March 2025, the court granted Parsons’ motion for summary judgment.
+Added: The Relator has appealed this decision.
+Added: We anticipate that oral argument will be heard by the appellate court in 2026.
On July 1, 2024, a final judgment was filed with the clerk of the Superior Court of the State of California In and For the County of San Mateo with an award of damages in the total amount of approximately $ 102.5 million in favor of Parsons Transportation Group, Inc.
and against Alstom Signaling Operations LLC (Alstom").
−Removed: This proposed award relates back to a lawsuit Parsons initially filed against the Peninsula Corridor Joint Powers Board for breach of contract and wrongful termination in February 2017 (which was settled between Parsons and the Joint Powers Board in 2021) and a cross-complaint filed against Alstom Signaling Operations LLC in November 2017, as subsequently amended, for breach of contract, negligence and intentional misrepresentation.
+Added: This proposed award relates back to a lawsuit Parsons initially filed against the Peninsula Corridor Joint Powers Board for breach of contract and wrongful termination in February 2017
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
+Added: (which was settled between Parsons and the Joint Powers Board in 2021) and a cross-complaint filed against Alstom Signaling Operations LLC in November 2017, as subsequently amended, for breach of contract, negligence and intentional misrepresentation.
On September 23, 2024, the Court awarded pre-judgment interest in the amount of $ 34.0 million and amended the judgment accordingly to include such interest.
Alstom filed a Notice of Appeal and has posted a bond as required under California law.
+Added: The appellate briefs have been filed with Parsons having until February 2026 to file their final brief.
+Added: We anticipate oral argument will occur in 2026.
At this time, the Company is unable to determine the probability of the outcome of the litigation.
4 unchanged sentences
Historically, the Company has not experienced any material disallowed costs as a result of government audits.
−Removed: However, the Company can provide no assurance that the DCAA or other government audits will
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
−Removed: not result in material disallowances for incurred costs in the future.
+Added: However, the Company can provide no assurance that the DCAA or other government audits will not result in material disallowances for incurred costs in the future.
All audits of costs incurred on work performed through 2023 have been closed, and years thereafter remain open.
14 unchanged sentences
Substantially all domestic employees are entitled to participate in the 401(k) Plan, subject to certain minimum requirements.
−Removed: The Company’s contributions to the 401(k) Plan for the years ended December 31, 2024, December 31, 2023 and December 31, 2022 amounted to $ 37.7 million, $ 35.4 million, and $ 30.2 million, respectively.
−Removed: As part of an acquisition in 2014, the Company acquired a defined contribution pension plan, a defined benefit pension plan, and supplemental retirement plan.
−Removed: For the defined contribution pension plan, the Company contributes a base amount plus an additional amount based upon a predetermined formula.
−Removed: At December 31, 2024 and December 31, 2023, the defined benefit pension plan was in a net asset position of $ 1.3 million and $ 1.4 million, respectively, which is recorded in “Other noncurrent assets” on the consolidated balance sheets.
+Added: The Company’s contributions to the 401(k) Plan for the years ended December 31, 2025,
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
+Added: December 31, 2024 and December 31, 2023 amounted to $ 45.8 million, $ 37.7 million, and $ 35.4 million, respectively.
Investments in and Advances to Joint Ventures
2 unchanged sentences
The Company performs an analysis to determine whether its variable interests give the Company a controlling financial interest in a VIE for which the Company is the primary beneficiary and should, therefore, be consolidated.
−Removed: Such analysis requires the Company to assess whether it has the power to
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
−Removed: direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
+Added: Such analysis requires the Company to assess whether it has the power to direct the activities of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.
The Company analyzed all of its joint ventures and classified them into two groups:
15 unchanged sentences
Net income attributable to noncontrolling interests
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
The assets of the consolidated joint ventures are restricted for use only by the particular joint venture and are not available for the Company’s general operations.
3 unchanged sentences
The Company’s maximum exposure to loss as a result of its investments in unconsolidated VIEs is typically limited to the aggregate of the carrying value of the investment and future funding commitments.
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
The following represents the financial information of the Company’s unconsolidated joint ventures as presented in their unaudited financial statements as of and for the years ended December 31, 2025, December 31, 2024 and December 31, 2023 (in thousands):
6 unchanged sentences
Investments in and advances to unconsolidated joint
−Removed: Equity in (losses) earnings of unconsolidated joint ventures
−Removed: The Company had net contributions to its unconsolidated joint ventures of $ 38.8 million and $ 65.2 million for the years ended December 31, 2024 and December 31, 2023 , respectively and received net distributions from its unconsolidated joint ventures of $ 20.2 million for the year ended December 31, 2022.
+Added: Equity in earnings of unconsolidated joint ventures
+Added: The Company had net contributions to its unconsolidated joint ventures of $ 2.1 million , $ 38.8 million , and $ 65.2 million for the years ended December 31, 2025, December 31, 2024, and December 31, 2023, respectively.
The following table presents certain financial statement impacts from changes in estimates on unconsolidated joint ventures in the Critical Infrastructure segment.
4 unchanged sentences
For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, revenues included $ 194.7 million , $ 182.6 million , and $ 213.8 million, respectively, related to services the Company provided to unconsolidated joint ventures.
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, the Company incurred approximately $ 137.5 million , $ 143.2 million , and $ 153.7 million, respectively, of reimbursable costs.
4 unchanged sentences
Amounts presented above for comparable periods have been updated to reflect all unconsolidated joint ventures.
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
The authoritative guidance on fair value measurement defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (referred to as an “exit price”).
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Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
−Removed: Financial assets and liabilities measured at fair value on a recurring basis are as follows:
−Removed: Fair value as of December 31, 2024 (in thousands):
−Removed: Assets related to defined contribution plan
−Removed: Cash and cash equivalents
−Removed: Total assets at fair value
+Added: In determining the fair value of acquired intangible assets from our business acquisitions, the Company uses the multi-period excess earnings method to value customer relationships and backlog and values developed technologies using the relief-from royalty method.
+Added: These valuation methods use
PARSONS CORPORATION AND SUBSIDIARIES
1 unchanged sentence
December 31, 2025, December 31, 2024 and December 31, 2023
−Removed: Fair value as of December 31, 2023 (in thousands):
−Removed: Assets related to defined contribution plan
−Removed: Cash and cash equivalents
−Removed: Total assets at fair value
−Removed: Contingent consideration
−Removed: Earnout liability
−Removed: Total liabilities at fair value
−Removed: As described in “Note 15— Retirement and Other Benefits Plans ”, the Company acquired a defined contribution pension plan, a defined benefit pension plan, and supplemental retirement plans.
−Removed: At December 31, 2024 and December 31, 2023, the Company measured the mutual funds held within the defined benefit pension plan at fair value using unadjusted quoted prices in active markets that are accessible for identical assets.
−Removed: The Company measured the fixed income securities using market bid and ask prices.
−Removed: The inputs that are significant to the valuation of fixed income securities are generally observable, and therefore have been classified as Level 2.
−Removed: In determining the fair value of acquired intangible assets from our business acquisitions, the Company uses the multi-period excess earnings method to value customer relationships and backlog and values developed technologies using the relief-from royalty method.
−Removed: These valuation methods use significant unobservable inputs classified within Level 3 of the fair value hierarchy.
+Added: significant unobservable inputs classified within Level 3 of the fair value hierarchy.
See "Note 2— Summary of Significant Accounting Policies."
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For awards that include market conditions, the grant date fair value is determined using a Monte Carlo simulation.
−Removed: The carrying values and estimated fair values of our financial instruments that are not required to be recorded at fair value in our consolidated balance sheets, on the basis of Level 1 inputs for the Company's convertible notes and Level 2 inputs for the delayed draw term loan, were as follows (in thousands):
+Added: The carrying values and estimated fair values of our financial instruments that are not required to be recorded at fair value in our consolidated balance sheets, on the basis of Level 1 inputs for the Company's convertible notes and Level 2 inputs for the term loan, were as follows (in thousands):
December 31, 2025
4 unchanged sentences
Convertible senior notes due 2029
−Removed: Delayed draw term loan
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
+Added: Term loan due 2028
+Added: Delayed draw term loan due 2025
Earnings Per Share
9 unchanged sentences
Interest has been excluded from the numerator and no shares have been included in the denominator of diluted EPS, as the principal amount of convertible debt will be settled in cash with any excess conversion value settled in cash or shares of common stock.
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
Excludes shares underlying the capped call as the shares are antidilutive.
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Earnings per share:
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
Anti-dilutive stock-based awards excluded from the calculation of earnings per share for the years ended December 31, 2025, December 31, 2024, and December 31, 2023 were 14,571 , 4,562 , and 5,423 , respectively.
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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.
−Removed: 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.
−Removed: At the time of the February 2024 authorization, the Company had repurchased shares with an aggregated market value (including fees) of $ 54.7 million.
−Removed: 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.
+Added: The Board further amended this authorization in March 2025 to increase and reset the repurchase capacity to $ 250 million.
+Added: Any purchases made by the Company during Q1 of 2025 were deducted from the reset capacity.
+Added: Under prior authorizations, the Company had repurchased shares with an aggregate market value of $ 79.7 million.
+Added: The aggregate market value of shares of Common Stock the Company is authorized to acquire from prior authorizations and the March 2025 authorization is not greater than $ 329.7 million.
As of December 31, 2025 , the Company has $ 125.0 million remaining under the stock repurchase program.
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The primary purpose of the Company’s share repurchase program is to reduce the dilutive effect of shares issued under the Company’s ESOP and other stock benefit plans.
−Removed: The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, the market price of the Company's common stock, other uses of capital and other factors.
+Added: The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
+Added: opportunities, the availability and costs of financing, the market price of the Company's common stock, other uses of capital and other factors.
The following table summarizes the repurchase activity under the stock repurchase program.
12 unchanged sentences
The Company defines its reportable segments based on the way the chief operating decision maker (“CODM”), its Chief Executive Officer , evaluates the performance of each segment and manages the operations of the Company for purposes of allocating resources among the segments.
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
−Removed: evaluates segment operating performance using segment Revenue, segment direct cost of contracts, segment Selling, General and Administrative expense and segment Adjusted EBITDA attributable to Parsons Corporation.
+Added: The CODM evaluates segment operating performance using segment Revenue, segment direct cost of contracts, segment Selling, General and Administrative expense and segment Adjusted EBITDA attributable to Parsons Corporation.
The Company defines Adjusted EBITDA attributable to Parsons Corporation as Adjusted EBITDA excluding Adjusted EBITDA attributable to noncontrolling interests.
3 unchanged sentences
The CODM uses Adjusted EBITDA for business planning purposes, including to manage our segments against internal projected results of operations and measure the performance of our segments generally .
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
The following tables present segment information provided to the CODM, as of each fiscal year presented, along with a reconciliation of segment adjusted EBITDA attributable to Parsons Corporation to net income attributable to Parsons Corporation for the periods presented (in thousands):
−Removed: Twelve Months Ended December 31, 2024
+Added: December 31, 2025
Infrastructure
11 unchanged sentences
Equity-based compensation expense
−Removed: Convertible debt repurchase loss
Transaction related costs (c)
+Added: Restructuring expense (d)
Net income including noncontrolling interests
4 unchanged sentences
December 31, 2025, December 31, 2024 and December 31, 2023
−Removed: Twelve Months Ended December 31, 2023
+Added: December 31, 2024
Infrastructure
11 unchanged sentences
Equity-based compensation expense
+Added: Convertible debt repurchase loss
Transaction related costs (c)
−Removed: Restructuring expense (d)
Net income including noncontrolling interests
1 unchanged sentence
Net income attributable to Parsons Corporation
−Removed: Twelve Months Ended December 31, 2022
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
+Added: December 31, 2023
Infrastructure
1 unchanged sentence
Selling, general and administrative expenses (a)
−Removed: Equity in earnings of unconsolidated joint ventures
+Added: Equity in earnings (losses) of unconsolidated joint ventures
Other segment items (b)
12 unchanged sentences
Net income attributable to Parsons Corporation
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
(a) The amount of selling, general and administrative expenses (“SG&A”) is total SG&A excluding allocations.
10 unchanged sentences
(e) Includes a combination of gain/loss related to sale of fixed assets, software implementation costs, and other individually insignificant items that are non-recurring in nature.
+Added: PARSONS CORPORATION AND SUBSIDIARIES
+Added: Notes to Consolidated Financial Statements
+Added: December 31, 2025, December 31, 2024 and December 31, 2023
Asset information by segment is not a key measure of performance used by the CODM.
17 unchanged sentences
Total revenues
−Removed: PARSONS CORPORATION AND SUBSIDIARIES
−Removed: Notes to Consolidated Financial Statements
−Removed: December 31, 2024, December 31, 2023 and December 31, 2022
−Removed: Effective June 1, 2022, the Company made changes to its Federal Solutions business units by transferring a portion of legacy Defense and Intelligence business unit to the Engineered Systems business unit.
Effective October 1, 2023, the Company reorganized its Critical Infrastructure business units from Mobility Solutions and Connected Communities to Infrastructure – North America and Infrastructure – Europe, Middle East and Africa.
−Removed: The prior year information in the table above has been reclassified to conform to the business unit changes.
−Removed: Quarterly Information - Unaudited
−Removed: The following table presents selected quarterly financial information (in thousands except per share data).
−Removed: Quarter Ended
−Removed: March 31, 2024
−Removed: December 31, 2024
−Removed: Federal Solutions revenue
−Removed: Critical Infrastructure revenue
−Removed: Total revenue
−Removed: Operating income
−Removed: Convertible debt repurchase loss (1)
−Removed: Income tax expense (1)
−Removed: Net income attributable to Parsons Corporation (1)
−Removed: Earnings per share:
−Removed: 1 Presents the revised quarterly financial data resulting from the adoption of Accounting Standards Update (“ASU”) 2024-04 as of January 1, 2024 on a prospective basis.
−Removed: As a result of the adoption of ASU 2024-04 , the Company reversed a loss on extinguishment of debt for the partial repurchase of the Convertible Senior Notes due 2025 and recorded the repurchase transaction as an induced conversion.
−Removed: This change from extinguishment to inducement accounting resulted in the Company (i.) reversing the $ 211.0 million loss and the related $ 49.9 million tax benefit on extinguishment of debt, recorded in Q1 2024, (ii.) recording a $ 18.4 million convertible debt repurchase loss, (iii.) the difference between the extinguishment loss and inducement expense of $ 192.6 million recorded to equity, and (iv.) the related tax benefit of $ 45.6 million recorded to equity.
−Removed: See "Note 2—Summary of Significant Accounting Polices—New Accounting Pronouncements " for a further discussion of the first quarter 2024 extinguishment accounting and subsequent change to inducement accounting.
−Removed: 2 Diluted earnings per share prior to the adoption of ASU 2024-04 did not include certain adjustments as their inclusion would have been antidilutive.
−Removed: Subsequent to the adoption of ASU 2024-04 these adjustments are no longer antidilutive.
−Removed: Dilutive adjustments include if converted interest of $ 2.8 million, 1.5 million shares related to stock based awards and 6.8 million shares related to convertible senior notes.
−Removed: Inclusion of these dilution adjustments resulted in dilutive net income attributable to Parsons Corporation of $ 42.5 million and total diluted shares of 114.4 million for the quarter ended March 31, 2024.
+Added: The 2023 information in the table above has been reclassified to conform to the business unit changes.
Subsequent Events
−Removed: After the year ended December 31, 2024, the Company entered into a merger agreement to acquire a 100 % ownership interest in TRS Group, Inc.
−Removed: ("TRS") for approximately $ 36 million from cash on hand.
−Removed: Headquartered in Indianapolis, Indiana, TRS is an environmental solutions firm that specializes in remediation technology.
+Added: After the year ended December 31, 2025, the Company entered into a merger agreement to acquire a 100 % ownership interest in Altamira Technologies Corporation ("ATC") for approximately $ 340 million.
+Added: Headquartered in McLean, Virginia ATC specializes in missile warning, AI/ML-enabled analytics, space-based mission support, and SIGINT/cyber operations.
At the time of the filing of this Form 10-K, the Company has just started the process of obtaining the relevant data to make the required acquisition related disclosures.
−Removed: This acquisition is not material to the Company's consolidated financial statements.
PARSONS CORPORATION AND SUBSIDIARIES
11 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.