What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2023-02-17 compared with 2022-02-23 · 32 added, 30 removed, 12 unchanged (84% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

On May 8, 2019, the Company consummated its initial public offering (“IPO”) whereby the Company sold 18,518,500 shares of common stock for $27.00 per share.

The underwriters exercised their share option on May 14, 2019 to purchase an additional 2,777,775 shares at the share price of $25.515 which was the IPO share price of $27.00 less the underwriting discount of $1.485 per share.

Market Information

Our common stock is listed on the NYSE under the ticker symbol “PSN”.

The following table presents the ranges of high and low sales prices of our common stock quoted on the NYSE for each quarter since the IPO on May 8, 2019.

Low Sale Price

High Sale Price

Second Quarter

Third Quarter

Fourth Quarter

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Dividend Policy

During the years ended December 31, 2022, 2021 and 2020, the Company did not declare any dividends.

On April 3, 2019, the board of directors of the Company declared a cash dividend to the Company’s sole existing shareholder at that time, the ESOP, in the amount of $2.00 per share, or $52.1 million in the aggregate (the “IPO Dividend”).

The IPO Dividend was paid on May 10, 2019.

On April 15, 2019, the board of directors of the Company declared a common stock dividend in a ratio of two shares of common stock for every one share of common stock then held by the Company’s shareholder (the “Stock Dividend”).

The record date of the Stock Dividend was May 7, 2019, the day immediately prior to the consummation of the Company’s IPO on May 8, 2019, and the payment date of the Stock Dividend was May 8, 2019.

Purchasers of the Company’s common stock in the Company’s public offering were not entitled to receive any portion of the Stock Dividend.

Other than the IPO Dividend and the Stock Dividend discussed above, we currently do not intend to declare or pay any cash dividends in the foreseeable future.

Any further determination to pay dividends on our capital stock will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, restrictions under our Senior Notes issued in a private placement in 2014, or the Convertible Senior Notes, and Credit Agreement, and other factors that our board of directors considers relevant.

According to the records of our transfer agent, there were four shareholders of record as of February 12, 2022.

We currently do not intend to declare or pay any cash dividends in the foreseeable future.

Any determination to pay dividends on our capital stock will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, restrictions under our Senior Notes issued in a private placement in 2014, or the Convertible Senior Notes, Delayed Draw Term Loan and Credit Agreement, and other factors that our board of directors considers relevant.

According to the records of our transfer agent, there were three shareholders of record as of February 6, 2023.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table provides information as of December 31, 2022 regarding compensation plans under which our equity securities are authorized for issuance.

Plan Category

Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

Equity compensation plans approved by security holders (1)

Equity compensation plans not approved by security holders

Consists of the 2020 Employee Stock Purchase Plan.

Amount represents 1,580,440 shares remaining available for future issuance under the 2020 Employee Stock Purchase Plan (of which 60,381 shares were purchased pursuant to the offering period that ended on December 31, 2022).

Amount represents the sum of 1,621,155 shares of common stock subject to outstanding RSU and PSU awards under the 2019 Incentive Plan (with PSU awards reflected at “target” levels),

Amount represents 9,180,697 shares remaining available for future issuance under the 2019 Incentive.

The number of shares of our common stock initially reserved for issuance under awards granted pursuant to the 2019 Incentive Plan is equal to 11,700,000 shares.

In no event will more than 11,700,000 shares be issued pursuant to awards under the 2019 Incentive Plan.

Performance Graph

The following graph compares the cumulative total return, from the IPO date through December 31, 2021, to shareholders of Parsons Corporation common stock relative to the cumulative total returns of the Russell 2000 Index and the Standard and Poor’s IT Consulting & Other Services Index.

The graph assumes that the value of the initial investment in our common stock and each of the two indexes was $100 on May 8, 2019, and tracks it through December 31, 2021 (including reinvestment of dividends).

The following graph compares the cumulative total return, from the date of the Company’s initial public offering (“IPO”) through December 31, 2022, to shareholders of Parsons Corporation common stock relative to the cumulative total returns of the Russell 2000 Index and the Standard and Poor’s IT Consulting & Other Services Index.

The graph assumes that the value of the initial investment in our common stock and each of the two indexes was $100 on May 8, 2019, the date of the Company’s IPO, and tracks it through December 31, 2022 (including reinvestment of dividends).

The stock performance included in this graph is not necessarily indicative of future stock price performance.

Parsons Corp.

S&P 1500 IT Consulting & Other Services Index

S&P Composite 1500 IT Consulting & Other Services

Securities Authorized for Issuance Under Equity Compensation Plans

4 unchanged sentences

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.

The Company repurchased 245,000 shares at an average price of $35.51 during the quarter ended September 30, 2021.

The Company repurchased 373,533 shares at an average price of $34.81 during the quarter ended December 31, 2021.

As of December 31, 2021, the Company has $78.3 million remaining under the stock repurchase program.

As of December 31, 2022, the Company has spent $43.7 million (which includes commissions paid of $24 thousand) repurchasing 1,193,466 shares of Common Stock at an average price of $36.62 per share.

The following table presents the Company’s purchase of equity securities for the three months ended December 31, 2022.

Total number of shares (or units purchased)

Average price paid per share (or unit) (1)

Total number of shares (or units) purchased as part of publicly announced plans or programs

Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans programs

October 1 to 31, 2022

November 1 to 30, 2022

December 1 to 31, 2022

Includes commissions and calculated at the average price per share

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity