PARSONS CORP

Item 5. Other Information.

10b5-1 Plans

During the three months ended June 30, 2026, none of our directors or officers adopted, modified or terminated any Rule 10b5-1 trading arrangement (as defined in Item 408(a) of Regulation S-K) or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Bylaws

On July 24, 2026, the Board of Directors (the “Board”) of Parsons Corporation (the “Company”) adopted the Third Amended and Restated Bylaws of the Company (as amended and restated, the “Amended and Restated Bylaws”), effective immediately. Among other things, the Amended and Restated Bylaws clarify certain exiting provisions and provide, as amended:

•

The Board may cancel, postpone or reschedule any previously scheduled annual or special meeting of stockholders.

•

With respect to the advance notice procedures for business brought before a meeting:

o

Only a duly authorized officer, partner or manager of a stockholder who is authorized in writing by such stockholder may act by proxy for a stockholder;

o

Proper notification by a stockholder wishing to make a meeting proposal must be timely and include additional information, such as the dates shares were acquired, the investment intent of such acquisitions, information relating to an expanded definition of Synthetic Equity Positions, and whether the proposing person intends to deliver a proxy statement to approve or adopt a proposal or otherwise solicit proxies or votes from stockholders in support of a proposal;

o

The Board may request that stockholders furnish additional information as may be reasonably required by the Boad, and the Company does not waive any rights to contest the sufficiency of the notice or the supporting documentation by making such a request; and

o

No business may be conducted at an annual meeting unless it has been properly proposed and noticed under the Amended and Restated Bylaws, and the Board may determine before the meeting that proposed business is improper and therefore will not be transacted.

•

With respect to the advance notice procedures for nominations of directors:

o

If the election of directors is a matter specified in the notice of meeting, then for a stockholder to make any nomination for election to the Board, the stockholder must provide: (a) timely notice in writing to the Secretary of the Company; (b) information with respect to the candidate for nomination; and (c) updates to such information, if applicable, and in no event may a nominating person provide a notice with a greater number of director candidates than are subject to election by stockholders at an applicable meeting;

o

Specified information must be provided by a nominating person which will include participants in any proxy solicitation and affiliates of the nominating person and beneficial owners on whose behalf the nomination is made, and additional information must be provided as reasonably requested by the Board, all within prescribed timelines, including those imposed under applicable laws and regulations;

o

An elected director shall agree not to enter into any agreement concerning how he or she will vote, or any agreement that would interfere with the director fulfilling his or her fiduciary duty to the Company; and

o

A stockholder-nominated director candidate is only eligible if both the candidate and the nominating stockholder comply with the advance notice nomination procedures and no such candidate can be seated as a director unless properly nominated and then elected.

•

A quorum, once established, shall not be broken by the withdrawal of votes to render the quorum insufficient. At any recessed or adjourned meeting in which a quorum is present, any business may be transacted that may have been transacted at the meeting as originally noticed.

•

The chairperson of any stockholders’ meeting may determine, if the facts warrant, that an item of business was not properly brought before the meeting, and, as a result, such business shall not be transacted.

•

Any stockholder directly or indirectly soliciting proxies from other stockholders must use a proxy card color other than white, which shall be reserved for the exclusive use of the Board.

•

The requirements for proper delivery of notice to the Company, and that the Company shall not be required to accept any document improperly delivered.

•

Notice to stockholders by the Company may be given in writing directed to the stockholder’s mailing address (or by electronic transmission to the stockholder’s electronic email address) as it appears on the records of the Company.

•

The federal district courts of the United States shall be the exclusive forum for resolution of any complaint asserting causes of action arising under the Securities Act of 1933, as amended, including all causes of action asserted against any defendant of such complaint.

The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.