PARSONS CORP
For the period ended Sep 30, 2026. Filed Oct 28, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 28, 2026
PSN$48.90-2.9%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-07-29.
0001193125-26-322066
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-10-28.
0001193125-26-435045
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 46 previous paragraphs and 17 current paragraphs.
11 unchanged; 5 reworded; 1 added; 30 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
The current filing states there were no material changes to risk factors.
This is the filer’s own statement, not a conclusion from the comparison. Read its qualifications and the report it references.
Current filing’s statement
There have been no material changes to our Risk Factors disclosed in the Company’s Form 10-K for the year ended December 31, 2025.
Added paragraphs (1)
Removed paragraphs (30)
Previous report
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).
Previous report
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:
Previous report
The Board may cancel, postpone or reschedule any previously scheduled annual or special meeting of stockholders.
Previous report
With respect to the advance notice procedures for business brought before a meeting:
Previous report
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;
Previous report
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;
Previous report
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
Previous report
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.
Previous report
With respect to the advance notice procedures for nominations of directors:
Previous report
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;
Previous report
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;
Previous report
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
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
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.
Previous report
The requirements for proper delivery of notice to the Company, and that the Company shall not be required to accept any document improperly delivered.
Previous report
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.
Previous report
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.
Previous report
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.
Reworded paragraphs (5)
Previous wording
On August 9, 2021, the Company’s Board of Directors authorized the Company to acquire a number of shares of common stock having an aggregate market value of not greater than $100 million from time to time, commencing on August 12, 2021. The Board further amended this authorization in August 2022 to remove the prior expiration date and grant executive leadership the discretion to determine the price for such share repurchases. The Board further amended this authorization in March 2025 to increase and reset the repurchase capacity to $250 million. Repurchases made by the Company during the first quarter of 2025 were deducted from the reset capacity.
Current wording
On August 9, 2021, the Company’s Board of Directors authorized the Company to acquire a number of shares of common stock having an aggregate market value of not greater than $100 million from time to time, commencing on August 12, 2021. The Board further amended this authorization in August 2022 to remove the prior expiration date and grant executive leadership the discretion to determine the price for such share repurchases. The Board further amended this authorization in March 2025 to increase and reset the repurchase capacity to $250 million. Repurchases made by the Company during the first quarter of 2025 were deducted from the reset capacity. In July 2026, the Board further amended this authorization to increase the repurchase capacity by an additional $250 million.
Previous wording
Under prior authorizations, the Company had repurchased shares with an aggregate market value of $79.7 million. The aggregate market value of shares of common stock the Company is authorized to acquire from prior authorizations and the March 2025 authorization as of June 30, 2026 was not greater than $329.7 million. Effective, July 24, 2026, the Board authorized additional Common Stock repurchase capacity of up to $250 million, and following such authorization, the current maximum buyback authority is not greater than 579.7 million.
Current wording
Under prior authorizations, the Company had repurchased shares with an aggregate market value of $79.7 million. The aggregate market value of shares of common stock the Company is authorized to acquire from prior authorizations, the March 2025 authorization, and July 2026 authorization as of September 30, 2026 was not greater than $579.7 million.
Previous wording
As of June 30, 2026, the Company has spent $254.7 million (which includes commissions paid of $0.1 million) repurchasing 4,414,509 shares of common stock at an average price of $57.69 per share.
Current wording
As of September 30, 2026, the Company has spent $314.7 million (which includes commissions paid of $0.1 million) repurchasing 5,709,204 shares of common stock at an average price of $55.12 per share.
Previous wording
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 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. 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.
Current wording
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 primary purpose of the Company’s share repurchase program is to reduce the dilutive effect of shares contributed under the Company’s ESOP and other stock benefit plans. The timing, amount and manner of share repurchases will be determined by the Company in its discretion and 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.
Previous wording
Includes 42,500 shares purchased by affiliated purchasers through open market transactions. These transactions were not part of the Company’s share repurchase program.
Current wording
Includes 20,000 shares purchased by affiliated purchasers through open market transactions. These transactions were not part of the Company’s share repurchase program.