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What changed in PARSONS CORP's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of PARSONS CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+365 added−359 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-19)

Top changes in PARSONS CORP's 2025 10-K

365 paragraphs added · 359 removed · 308 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

133 edited+31 added−23 removed100 unchanged
Biggest changeRepresentative offerings include weapons of mass destruction elimination, munitions destruction; remediation of unexploded ordinances and hazardous, toxic, reactive wastes; architectural and engineering design; program and construction management; infectious disease control; advanced electronic security systems; border security; counter-unmanned aircraft systems; and biometrics solutions. • Our expertise includes designing and upgrading processing and production facilities such as Army ammunition, technology deployment in response to pandemic outbreaks, and delivery of solutions addressing resiliency, security and sustainability, as well as delivery of highly-complex infrastructure in challenging environments and geographies. • Representative programs include the National Science Foundation’s Antarctica Infrastructure Modernization for Science, the FAA Technical Services Contract, the 4 DTRA Cooperative Threat Reduction Integrating Contract, the Department of State Overseas Security Installation Services, and the Radford Army Munition Plant Energetic Waste Incinerator.
Biggest changeRepresentative offerings include weapons of mass destruction elimination, munitions destruction; remediation of unexploded ordinances and hazardous, toxic, reactive wastes; architectural and engineering design; program and construction management; infectious disease control; advanced electronic security systems; border security; counter-unmanned aircraft systems; and biometrics solutions. 4 o Our expertise includes designing and upgrading processing and production facilities such as Army ammunition and munitions industrial bases, and delivery of solutions addressing resiliency, security and sustainability, as well as delivery of highly complex infrastructure in challenging environments and geographies. o Our technological investments in areas including counter-unmanned aircraft systems and biometrics have enabled us to deliver operationally relevant solutions and products to critical customer needs.
Parsons’ extensive capabilities enable us to provide our services, products, and solutions across the national security and critical infrastructure markets, and we are well positioned to benefit from the trends in these markets.
Parsons’ extensive capabilities enable us to provide our solutions, products, and services across the national security and critical infrastructure markets, and we are well positioned to benefit from the trends in these markets.
We are expanding our portfolio in key emerging growth areas, including intelligent transportation systems, smart mobility, environmental remediation, events management, urban development and rebuild, and water/wastewater treatment. • INF – NA - Our INF – NA business unit provides planning, engineering and management services for complex infrastructure, including bridges and tunnels, roads and highways, and water and wastewater.
We are expanding our portfolio in key emerging growth areas, including intelligent transportation systems, smart mobility, environmental remediation, events management, urban development rebuild, and water/wastewater treatment. • INF – NA - Our INF – NA business unit provides planning, engineering and management services for complex infrastructure, including bridges, tunnels, roads and highways, and water and wastewater systems.
Our customer relationships include states (e.g., Texas, Florida, California, Colorado, Washington, Illinois, New York, New Jersey and Georgia), cities, and Canadian provinces and territories (e.g., Ontario, British Columbia, Quebec, Nova Scotia, and Alberta), as well as transportation, water and wastewater authorities.
Our customer relationships include states (e.g., Texas, Florida, California, Colorado, Washington, Illinois, New York, New Jersey and Georgia), cities, and Canadian provinces and territories (e.g., Ontario, British Columbia, Quebec, Nova Scotia, and Alberta), as well as transportation, and water and wastewater authorities.
International Trade . We are subject to U.S. export control laws and regulations, including the International Traffic in Arms Regulations, or ITAR, and the Export Administration Regulations, or EAR, as well as U.S. economic and trade sanctions, including those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, or OFAC.
We are subject to U.S. export control laws and regulations, including the International Traffic in Arms Regulations, or ITAR, and the Export Administration Regulations, or EAR, as well as U.S. economic and trade sanctions, including those administered and enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, or OFAC.
Norbert College, his Juris Doctor from the University of Illinois College of Law and completed the General Counsel Program at the Harvard University School of Law. Mr. Kolloway served on the Board of Directors for MUSE/IQUE based in Pasadena, California. He is a member of the Association of Corporate Counsel and the In-House Mentorship Committee for the Charlotte Chapter.
Norbert College, his Juris Doctor from the University of Illinois College of Law and completed the General Counsel Program at the Harvard University School of Law. Mr. Kolloway served on the Board of Directors for MUSE/IQUE based in Pasadena, California. He is a member of the Association of Corporate Counsel and the In-House Mentorship Committee for the Charlotte Chapter. Mr.
Our client base includes top tier public authorities and state-owned developers across different markets from city-scale developments to major city-wide infrastructure schemes. • Our extensive planning and design capabilities enable us to lead key infrastructure and development projects, including Dubai’s Integrated Traffic System design and operation to enable traffic optimization and efficiency, and transportation infrastructure projects to increase capacity and reduce congestion, Abu Dhabi’s Mid-Island Parkway connecting multiple islands for future sustainable developments, Green Riyadh landscape and infrastructure design for increased urban green space, and Denmark’s Banedanmark Rail Signaling Program to enable better centralized traffic control, energy optimization, and reduced delays. • Parsons has a long-standing program management legacy in the Middle East for infrastructure, mega cities, and urban development.
Our client base includes top tier public authorities and state-owned developers across different markets from city-scale developments to major city-wide infrastructure schemes. • Our extensive planning and design capabilities enable us to lead key infrastructure and development projects, including Dubai’s and Riyadh’s Integrated Traffic System design and operation to enable traffic optimization and efficiency, and transportation infrastructure projects to increase capacity and reduce congestion, Abu Dhabi’s Mid-Island Parkway connecting multiple islands for future sustainable developments, Green Riyadh landscape and infrastructure design for increased urban green space, and Denmark’s Banedanmark Rail Signaling Program to enable better centralized traffic control, energy optimization, and reduced delays. • Parsons has a long-standing program management legacy in the Middle East for infrastructure, mega cities, and urban development.
OGSystems’ advanced hardware solutions include the PeARL family of sensors, combining industry-leading camera and optic lens technologies with our software solutions, yielding very high resolution 2D and 3D aerial imagery. • Polaris Alpha : Acquired in 2018 at a purchase price of $489.1 million, Polaris Alpha is an advanced, technology-focused provider of innovative mission solutions for national security, intelligence, defense and other U.S. federal customers.
OGSystems’ advanced hardware solutions include the PeARL tm family of sensors, combining industry-leading camera and optic lens technologies with our software solutions, yielding very high resolution 2D and 3D aerial imagery. • Polaris Alpha : Acquired in 2018 at a purchase price of $489.1 million, Polaris Alpha is an advanced, technology-focused provider of innovative mission solutions for national security, intelligence, defense and other U.S. federal customers.
Xator also 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, increasing our addressable market in both the Federal Solutions and Critical Infrastructure segments. 11 • Echo Ridge LLC: Acquired on July 30, 2021 at a purchase price of $9 million.
Xator also 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, increasing our addressable market in both the Federal Solutions and Critical Infrastructure segments. • Echo Ridge LLC: Acquired on July 30, 2021 at a purchase price of $9 million.
Lead elimination of emerging contaminants (PFOS) from our soil, groundwater and surface water. o Urban development – Leverage our program management, urban planning and urban design competencies to develop new industrial cities and mixed-use developments. 14 Mergers and Acquisitions We continue to pursue the acquisition and integration of high growth, technology driven companies which meet the following criteria: • Financial performance goals: >10% top line growth, >10% Adjusted EBITDA margin, and strong cash flow • Align to our six focused markets • Technology differentiation: fill technology gaps, drive end-to-end solutions, move up the value chain, scale within and across our businesses and add valuable intellectual property rights Our objective is to continue to transform our business into an integrated, full life-cycle solutions integrator that delivers scalable solutions and drives revenue growth, expanded margins, and strong cash flows.
Lead elimination of emerging contaminants (PFOS) from our soil, groundwater and surface water. o Urban development – Leverage our program management, urban planning and urban design competencies to develop new industrial cities and mixed-use developments. 15 Mergers and Acquisitions We continue to pursue the acquisition and integration of high growth, technology driven companies which meet the following criteria: • Financial performance goals: >10% top line growth, >10% Adjusted EBITDA margin, and strong cash flow • Align to our six focused markets • Technology differentiation: fill technology gaps, drive end-to-end solutions, move up the value chain, scale within and across our businesses and add valuable intellectual property rights Our objective is to continue to transform our business into an integrated, full life-cycle solutions integrator that delivers scalable solutions and drives revenue growth, expanded margins, and strong cash flows.
In a complex security environment with adversaries challenging on every domain and an economy driven by digital transformation, Parsons leverages innovative technologies to deliver integrated solutions 12 at the speed of relevance. Our global integrated solutions span all domains (sea, land, air, space and cyber), ensuring information dominance and smart, sustainable infrastructure.
In a complex security environment with adversaries challenging on every domain and an economy driven by digital transformation, Parsons leverages innovative technologies to deliver integrated solutions at the speed of relevance. Our global integrated solutions span all domains (sea, land, air, space and cyber), ensuring information dominance and smart, sustainable infrastructure.
Further, these laws and regulations restrict our ability to export items or provide services to certain countries and certain persons, including those that are the target of OFAC sanctions. Noncompliance with these or similar laws could lead to government investigations, penalties, reputational harm, and other negative consequences, and thereby could adversely affect our business and financial condition.
Further, these laws and regulations restrict our ability to export items or provide services to certain countries and certain persons, including those that are the target of OFAC sanctions. Noncompliance with 20 these or similar laws could lead to government investigations, penalties, reputational harm, and other negative consequences, and thereby could adversely affect our business and financial condition.
To create the future, we focus on people-first, “get-to-yes”, and having top positions in high-growth, sustainable and profitable markets. This focus includes hiring, retaining, and developing our employees, continually enhancing and optimizing our core business processes, resourcing and capitalizing on our high-growth markets and acquiring and integrating companies that possess transformative and disruptive technologies.
To create the future, we focus on people-first, “get-to-yes”, and having top positions in high-growth, sustainable and profitable markets. This focus includes hiring, retaining, and developing our employees, 13 continually enhancing and optimizing our core business processes, resourcing and capitalizing on our high-growth markets and acquiring and integrating companies that possess transformative and disruptive technologies.
Ofilos previously served as the Parsons’ executive vice president of finance and brings more than twenty years of finance experience and a proven track record of delivering profitable growth and building high-performance finance teams to the role. As executive vice president, Mr. Ofilos led the company’s financial operations, including project controls, financial planning, accounting, treasury, and financial systems.
Ofilos previously served as the Parsons’ executive vice president of finance and brings more than twenty-five years of finance experience and a proven track record of delivering profitable growth and building high-performance finance teams to the role. As executive vice president, Mr. Ofilos led the company’s financial operations, including project controls, financial planning, accounting, treasury, and financial systems.
Our customers include state and local governments, Fortune 100 companies, utility companies, smart city developers, and private sector infrastructure owners, such as the transportation authorities for the cities of Los Angeles and New York, states and provinces, and rail and transit entities, including Amtrak, CSX, Metrolinx (Ontario Canada), and WMATA.
Our customers include state and local governments, Fortune 100 companies, utility companies, smart city developers, and private sector infrastructure owners, such as the transportation authorities for 5 the cities of Los Angeles and New York, states and provinces, and rail and transit entities, including Amtrak, CSX, Metrolinx (Ontario Canada), and WMATA.
We believe that the cyber market will continue to grow in response to the nation state threat landscape and the vulnerabilities inherent in critical infrastructure. Our unique portfolio of Federal Solutions and Critical Infrastructure provides the technical capabilities to detect and prevent cyberattacks along with the domain knowledge to understand how to secure infrastructure from threats.
We believe that the cyber market will continue to grow in response to the nation state threat landscape and the vulnerabilities inherent in critical infrastructure. Our unique portfolio of Federal 7 Solutions and Critical Infrastructure provides the technical capabilities to detect and prevent cyberattacks along with the domain knowledge to understand how to secure infrastructure from threats.
The DRIVE program is comprised of nine distinct 16 award levels, each with its own criteria, workflow, and rewards – some monetary and some non-monetary. The program is open to all part- and full-time employees around the globe, and awards can be distributed from supervisor to team or team member, individual contributor to supervisor, and from peer to peer.
The DRIVE program is comprised of nine distinct award levels, each with its own criteria, workflow, and rewards – some monetary and some non-monetary. The program is open to all part- and full-time employees around the globe, and awards can be distributed from supervisor to team or team member, individual contributor to supervisor, and from peer to peer.
Our Strategy for Growth Our growth strategy is to create the future of national security and critical infrastructure, while moving up the value chain as a solutions integrator and software provider. The future is full of possibility, and the defense, intelligence, and critical infrastructure markets are where we can collectively shape what tomorrow will look like.
Our Strategy for Growth Our growth strategy is to create the future of national security and critical infrastructure, while moving up the value chain as a solutions integrator and software provider. The future is full of possibility, and the defense, security, and critical infrastructure markets are where we can collectively shape what tomorrow will look like.
Our capabilities include technologies in long-span bridges, tunnels, building Information modeling, and water/wastewater treatment and conveyance. • Examples of our design capabilities are our role as the lead designer of the Tacoma Narrows Bridge, the largest twin tower suspension bridge in the world when it opened, lead designer for the new Goethals Bridge connecting Staten Island, NY and Elizabeth, NJ, and lead designer for the Federal Way rail extension for Sound Transit in Seattle. • For program management, we are the Owner’s Engineer for the Gordie Howe International Bridge between Windsor, Ontario and Detroit, Michigan, which will have the longest main span of any cable-stayed bridge in North America and Gateway, the new Hudson River Tunnel.
Our capabilities include technologies in long-span bridges, tunnels, building Information modeling, and water/wastewater treatment and conveyance. • Examples of our design capabilities are our role as the lead designer of the Tacoma Narrows Bridge, the largest twin tower suspension bridge in the world when it opened, lead designer for the new Goethals Bridge connecting Staten Island, NY and Elizabeth, NJ, and lead designer for the Federal Way rail extension for Sound Transit in Seattle. • For program management, we are the Owner’s Engineer for the Gordie Howe International Bridge between Windsor, Ontario and Detroit, Michigan, which will have the longest main span of any cable-stayed bridge in North America and Gateway, the new two-tube Hudson River Tunnel.
Echo Ridge adds position, navigation, and timing devices; modeling simulation, test and measurement tools; and deployable software defined radio products and signal processing services to Parsons’ space portfolio. • BlackHorse Solutions, Inc.: Acquired July 6, 2021 at a purchase price of $205.0 million.
Echo Ridge adds position, navigation, and timing devices; modeling simulation, test and measurement tools; and deployable software defined radio products and signal processing services to Parsons’ space portfolio. 12 • BlackHorse Solutions, Inc.: Acquired July 6, 2021 at a purchase price of $205.0 million.
Cyber Command, and DOD research laboratories. ▪ Our tools and products are used across a wide variety of electronic warfare operations, including commercial cellular survey, automated signal identification and characterization using Artificial Intelligence/Machine Learning (AI/ML), signal modeling and simulation used for radio frequency (RF) ranges and test and evaluation centers using our Threat Representative Environment (TReX) platform, and integrated RF and cyber solutions to deliver effects from long standoff distances. ▪ We conduct vulnerability research and provide resiliency solutions for existing weapon systems, critical infrastructure, and space systems, while supporting the development and integration of next generation electronic warfare capabilities.
Cyber Command, and DOW research laboratories. ▪ Our tools and products are used across a wide variety of electronic warfare operations, including commercial cellular survey, automated signal identification and characterization using Artificial Intelligence/Machine Learning (AI/ML), signal modeling and simulation used for radio frequency (RF) ranges and test and evaluation centers using our Threat Representative Environment (TReX®) platform, and integrated RF and cyber solutions to deliver effects from long standoff distances. ▪ We conduct vulnerability research and provide resiliency solutions for existing weapon systems, critical infrastructure, and space systems, while supporting the development and integration of next generation electronic warfare capabilities.
Critical infrastructure, specifically transportation infrastructure that is essential to national economic and security concerns, is also vulnerable to cyber threats. We believe that a focus on safety, security, sustainability and environmental impacts will continue to drive replacement of aging infrastructure. Per- and Polyfluoroalkyl Substances (PFAS) Remediation .
Critical infrastructure, specifically transportation infrastructure that is essential to national economic and security concerns, is also vulnerable to cyber threats. We believe that a focus on safety, security, sustainability and environmental impacts will continue to drive the replacement of aging infrastructure. Per- and Polyfluoroalkyl Substances (PFAS) Remediation .
See "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Segment Results” for further discussion on our segments. Federal Solutions: Our Federal Solutions segment is an advanced technology provider to the U.S. government, delivering timely, cost-effective solutions for mission-critical projects.
See "Management’s Discussion and Analysis of Financial Condition and Results of Operations—Segment Results” for further discussion on our segments. Federal Solutions: Our Federal Solutions segment is an advanced technology provider to the U.S. government, delivering innovative, timely, and cost-effective solutions for mission-critical projects.
We have provided services to the Department of Energy (DOE) for over 50 years on a variety of projects, including work on DOE’s National Nuclear Security Agency program and have provided over 20 years of support to the United States Space Force and predecessor organizations.
We have provided services to the Department of Energy (DOE) for over 50 9 years on a variety of projects, including work on DOE’s National Nuclear Security Agency program and have provided over 20 years of support to the United States Space Force and predecessor organizations.
Resources are provided to both mentors and mentees to ensure a successful and enriching experience for both. Most Parsons’ Vice Presidents and above are available and engaged in mentoring relationships thus actively fostering a culture of employee growth and development.
Resources are provided to both mentors 17 and mentees to ensure a successful and enriching experience for both. Most Parsons’ Vice Presidents and above are available and engaged in mentoring relationships thus actively fostering a culture of employee growth and development.
SealingTech expands Parsons’ customer base across the Department of Defense and Intelligence Communities and further enhances Parsons’ capabilities in defensive cyber operations; integrated mission-solutions powered by artificial intelligence (AI) and machine learning (ML); edge computing and edge access modernization; critical infrastructure protection, and secure data management that protects national security. • IPKeys Power Partners, Inc.: Acquired on April 13, 2023 for a total purchase price of $43.0 million.
SealingTech expands Parsons’ customer base across the Department of War and Intelligence Communities and further enhances Parsons’ capabilities in defensive cyber operations; integrated mission-solutions powered by artificial intelligence (AI) and machine learning (ML); edge computing and edge access modernization; critical infrastructure protection, and secure data management that protects national security. • IPKeys Power Partners, Inc.: Acquired on April 13, 2023 for a total purchase price of $43.0 million.
BlackSignal is a next-generation provider built to counter near peer threats. This acquisition expands Parsons’ customer base across the Department of Defense and Intelligence Community and significantly strengthens Parsons’ positioning with full-spectrum cyber and electronic warfare, while adding new capabilities in the counterspace radio frequency domain – markets anticipated to grow more than 10% annually with double digit margin expectations.
BlackSignal is a next-generation provider built to counter near peer threats. This acquisition expands Parsons’ customer base across the Department of War and Intelligence Community and significantly strengthens Parsons’ positioning with full-spectrum cyber and electronic warfare, while adding new capabilities in the counterspace radio frequency domain – markets anticipated to grow more than 10% annually with double digit margin expectations.
We utilize the following strategies, among others, towards achieving this goal: • We continuously evaluate and shape our portfolio to divest, exit and de-emphasize lower-performing businesses and markets. • We invest in critical, differentiated technology areas, including artificial intelligence, assured position navigation and timing, PFAS remediation, space cyber/electronic warfare, and product development in areas including defensive cyber, space command and control, intelligent transportation systems, spectrum operations and biometrics. • We seek continuous expansion in our focused high-growth markets: o Cyber and Intelligence – Continue our growth momentum by offering end-to-end full spectrum cyber operations including solutions, tools, operations and platforms for our U.S.
We utilize the following strategies, among others, towards achieving this goal: • We continuously evaluate and shape our portfolio to divest, exit and de-emphasize lower-performing businesses and markets. • We invest in critical, differentiated technology areas, including artificial intelligence, assured position navigation and timing, PFAS remediation, cyber/electronic warfare, and product development in areas including defensive cyber, space command and control, intelligent transportation systems, spectrum operations and biometrics. • We seek continuous expansion in our focused high-growth markets: o Cyber and Electronic Warfare – Continue our growth momentum by offering end-to-end full spectrum cyber operations and comprehensive electromagnetic spectrum coverage including solutions, tools, operations and platforms for our U.S.
The Resource Conservation and Recovery Act, or RCRA, regulates the generation, treatment, storage, 20 handling, transportation and disposal of solid waste and requires states to develop programs to ensure the safe disposal of solid waste.
The Resource Conservation and Recovery Act, or RCRA, regulates the generation, treatment, storage, handling, transportation and disposal of solid waste and requires states to develop programs to ensure the safe disposal of solid waste.
The Environmental Protection Agency has taken actions, including $10 billion of funding to address emerging contaminants in the IIJA, issuing health advisories and proposing new, legally enforceable Maximum Contaminant Levels for PFAS substances found in drinking water. Parsons has unique capabilities, expertise, and experience to mitigate PFAS risks and liabilities for federal, state, and commercial customers.
The Environmental Protection Agency has taken actions, including $10 billion of funding to address emerging contaminants in the IIJA, issuing health advisories and proposing new, legally enforceable 8 Maximum Contaminant Levels for PFAS substances found in drinking water. Parsons has unique capabilities, expertise, experience, and patents to mitigate PFAS risks and liabilities for federal, state, and commercial customers.
We have capabilities in the following four areas that span our two segments and four business units: Systems Integration: We provide engineering services and technology for large digital and physical systems with high technical complexity. We lead projects from concept development through research and design, implementation, testing and verification, ensuring interoperability of these complex, disparate systems.
We have capabilities in the following four areas that span our two segments and four business units: Systems Integration: We provide engineering solutions and services for large digital and physical systems with high technical complexity. We lead projects from concept development through research and design, implementation, testing and verification, ensuring interoperability of these complex, disparate systems.
D&I is a mission partner for differentiated technical solutions, products, and services, delivering innovations in cyber, space, missile defense, multi-domain command and control, intelligence, surveillance and reconnaissance, electromagnetic spectrum dominance, and directed energy. Our solutions are used to meet national security challenges from space to the tactical edge around the globe.
D&I is a mission partner for differentiated technical solutions, products, and services, delivering innovations in cyber, space, missile defense, electronic warfare, multi-domain command and control, intelligence, surveillance and reconnaissance, electromagnetic spectrum dominance, and directed energy. Our solutions are used to meet national security challenges from space to the tactical edge around the globe.
Our team of engineers, scientists, programmers and other specialists include PhDs and certified hackers, and over 4,000 of our skilled workforce hold government security clearances, which provides a competitive advantage for the highly technical and demanding work we perform. Our dual technical career path and Technical Fellows program enable retention and development of our strong technical talent.
Our team of engineers, scientists, programmers and other specialists include PhDs and certified hackers, and over 4,400 of our skilled workforce hold government security clearances, which provides a competitive advantage for the highly technical and demanding work we perform. Our dual technical career path and Technical Fellows program enable retention and development of our strong technical talent.
An interim rule was issued on September 29, 2020, to amend the Defense Federal Acquisition Regulation Supplement (DFARS) by adding a new DFARS clause, 252.204-7021, which specifies CMMC requirements and enables the DOD to verify the protection of the Federal Contract Information (FCI) and CUI within the unclassified networks of DIB companies.
An interim rule was issued on September 29, 2020, to amend the Defense Federal Acquisition Regulation Supplement (DFARS) by adding a new DFARS clause, 252.204-7021, which specifies CMMC requirements and enables the DOW to verify the protection of the Federal Contract Information (FCI) and CUI within the unclassified networks of DIB companies.
The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the SEC, including us.
The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding registrants that file electronically with the 22 SEC, including us.
Ofilos holds a Master of Business Administration from Boston University and a Bachelor of Science from Babson College. Michael R. Kolloway, age 64, was appointed General Counsel and Corporate Secretary of Parsons Corporation in October 2017 and later became our Chief Legal Officer in January 2019. Before assuming the role of General Counsel and Corporate Secretary, Mr.
Ofilos holds a Master of Business Administration from Boston University and a Bachelor of Science from Babson College. Michael R. Kolloway, age 65, was appointed General Counsel and Corporate Secretary of Parsons Corporation in October 2017 and later became our Chief Legal Officer in January 2019. Before assuming the role of General Counsel and Corporate Secretary, Mr.
We serve a wide-ranging global customer base including federal, state, municipal and industry customers, and private sector infrastructure owners, such as the transportation authorities for the cities of Los Angeles, San Francisco, New York, and Paris, the state of New Jersey, Amtrak, CSX, Metrolinx (Ontario, Canada), Southern Nevada Water Authority, the Royal Commission for Riyadh City, Dubai Roads and Transportation Authority, Abu Dhabi Department of Municipalities and Transport, Qatar Public Works Authority, Saudi Arabia’s Public Investment Fund, and international developers.
We serve a wide-ranging global customer base including federal, state, municipal and industry customers, and private sector infrastructure owners, such as the transportation authorities for the cities of Los Angeles, San Francisco, New York, and Paris, the state of New Jersey, Amtrak, CSX, Metrolinx (Ontario, Canada), Southern Nevada Water Authority, the Royal Commission for Riyadh City, the Dubai Municipality, Dubai Roads and Transportation Authority, Abu Dhabi Department of Municipalities and Transport, Qatar Public Works Authority, Saudi Arabia’s Public Investment Fund, and major international property developers.
Our culture and reputation as a leading provider of technology-driven solutions in the defense, intelligence and critical infrastructure markets enables us to recruit and retain some of the best available talent across the globe. Our professionals are highly educated, with a wide range of technical acumen and in-depth domain knowledge and expertise.
Our culture and reputation as a leading provider of technology-driven solutions in the defense, security and critical infrastructure markets enables us to recruit and retain some of the best available talent across the globe. Our professionals are highly educated, with a wide range of technical acumen and in-depth domain knowledge and expertise.
Government are subject to Federal Acquisition Regulation, or FAR, Defense Federal Acquisition Regulation, or DFARS, the Truthful Cost and Pricing Data Act, Cost Accounting Standards, or CAS, the Services Contract Act, the False Claims Act, export controls rules and U.S. Department of Defense security regulations, as well as government agency policies and many other laws and regulations.
Government are subject to Federal Acquisition Regulation, or FAR, Defense Federal Acquisition Regulation, or DFARS, the Truthful Cost and Pricing Data Act, Cost Accounting Standards, or CAS, the Services Contract Act, the False Claims Act, 19 export controls rules and U.S. Department of War security regulations, as well as government agency policies and many other laws and regulations.
DOD initiated an internal review and ultimately published draft “Version 2.0” of the CMMC program structure in November 2021.The DOD finalized the CNNC Program rule 32 CFR on October 15, 2024 and went into effect on December 16, 2024. The CMMC is codified in two parts.
DOW initiated an internal review and ultimately published draft “Version 2.0” of the CMMC program structure in November 2021.The DOW finalized the CNNC Program rule 32 CFR on October 15, 2024 and went into effect on December 16, 2024. The CMMC is codified in two parts.
Black Horse expands Parsons’ capabilities and products in next-generation military, intelligence, and space operations, specifically in cyber, electronic warfare, and information dominance. Black Horse’s technology is shaping the future of information dominance and converged military operations by unifying cyber, electromagnetic warfare, and information operations for the Department of Defense and Intelligence Community customers.
Black Horse expands Parsons’ capabilities and products in next-generation military, intelligence, and space operations, specifically in cyber, electronic warfare, and information dominance. Black Horse’s technology is shaping the future of information dominance and converged military operations by unifying cyber, electromagnetic warfare, and information operations for the Department of War and Intelligence Community customers.
We seek to enhance and optimize our core business and improve our financial performance, including revenue growth, margin expansion and positive cash flow, using the following strategies: • Developing a company-wide agile framework to enable responsive solutions delivery • Promoting collaboration and cross-company sharing to drive informed, timely decision making • Aligning goals through shared one-company objectives and a focus on timely feedback to ensure opportunities for improvement are realized and executed • Using digital transformation to improve our internal processes and deliver an improved customer experience • Cross-selling new solutions to our existing customers and existing solutions to new customers 13 • Promoting a culture that enables employees to drive technology and business model innovation • Streamlining operations and processes to optimize performance delivery and reduce overhead expenditures • Rigorously managing our working capital to maximize cash flow • Committing to being a responsible corporation for Parsons and our customers Top Positions in High-Growth, Sustainable Markets We have a balanced portfolio between national security and critical infrastructure and a wide range of end markets.
We seek to enhance and optimize our core business and improve our financial performance, including revenue growth, margin expansion and positive cash flow, using the following strategies: • Developing a company-wide agile framework to enable responsive solutions delivery • Promoting collaboration and cross-company sharing to drive informed, timely decision making • Aligning goals through shared one-company objectives and a focus on timely feedback to ensure opportunities for improvement are realized and executed • Using artificial intelligence tools to improve our internal processes and deliver an improved customer experience • Cross-selling new solutions to our existing customers and existing solutions to new customers 14 • Promoting a culture that enables employees to drive technology and business model innovation • Streamlining operations and processes to optimize performance delivery and reduce overhead expenditures • Rigorously managing our working capital to maximize cash flow • Committing to being a responsible corporation for Parsons and our customers Top Positions in High-Growth, Sustainable Markets We have a balanced portfolio between national security and critical infrastructure and a wide range of end markets.
Critical Infrastructure Our Critical Infrastructure business provides planning, engineering, program management, owners representative and digital solutions consisting of two business units focused on two major geographies: North America (INF-NA) and Europe, Middle East, and Africa (EMEA).
Critical Infrastructure Our Critical Infrastructure business provides planning, engineering, design, program management, owners representative services and digital solutions consisting of two business units focused on two major geographies: North America (INF-NA) and Europe, Middle East, and Africa (EMEA).
Department of Defense (DOD) released the Cybersecurity Maturity Model Certification (“CMMC”) program as a framework to assess and enhance the cybersecurity posture of the Defense Industrial Base (“DIB”), particularly as it relates to controlled unclassified information (CUI) within the supply chain. CMMC is designed to ensure that contractors providing services to the U.S.
Department of War (DOW) released the Cybersecurity Maturity Model Certification (“CMMC”) program as a framework to assess and enhance the cybersecurity posture of the Defense Industrial Base (“DIB”), particularly as it relates to controlled unclassified information (CUI) within the supply chain. CMMC is designed to ensure that contractors providing services to the U.S.
Urbanization Creates Demand for Smart Cities with Connected Populations . Cities around the globe increasingly demand connected and more sustainable capabilities, such as sensor networks and communication strategies to connect streetlights, security cameras, and emergency systems, to provide important real-time information and better serve their citizens and reduce carbon emissions.
Urbanization Creates Demand for Smart Cities with Connected Populations . Cities around the globe increasingly demand connected and more sustainable capabilities, such as sensor networks and communication strategies to connect traffic signals, security cameras, and emergency systems, to provide important real-time information and better serve their citizens and reduce carbon emissions.
Department of Defense. OGSystems’ VIPER Labs and Immersive Engineering techniques serve as the catalysts for deployment of geospatial systems and software, embedded system threat analytics and cloud engineering solutions.
Department of War. OGSystems’ VIPER Labs and Immersive Engineering techniques serve as the catalysts for deployment of geospatial systems and software, embedded system threat analytics and cloud engineering solutions.
Our culture and values enable us to continue attracting qualified talent, particularly those with security clearances and requisite skills in multiple areas, including Project Management, Engineering, Software Development, Cyber, Data Analytics, Environmental and Architecture. We have over 10,300 employees who hold degrees and 3,300 with advanced degrees and professional credentials as of December 31, 2024.
Our culture and values enable us to continue attracting qualified talent, particularly those with security clearances and requisite skills in multiple areas, including Project Management, Engineering, Software Development, Cyber, Data Analytics, Environmental and Architecture. We have over 10,600 employees who hold degrees and over 3,600 with advanced degrees and professional credentials as of December 31, 2025.
Our capabilities in environmental remediation, water and wastewater treatment systems, and urban development allow us to deliver value to our customers by employing advanced technologies, improving timelines and decreasing costs while reducing environmental impacts and improving the quality 1 of life.
Our capabilities in environmental remediation, water and wastewater treatment and conveyance systems, and urban development allow us to deliver 1 value to our customers by employing advanced technologies, improving timelines and decreasing capital and operating costs while reducing environmental impacts and improving the quality of life.
We compete on the basis of our technical expertise, technological innovation, our ability to deliver cost-effective multi-faceted solutions and services in a timely manner, our reputation and 15 relationships with our customers, qualified and/or security-clearance personnel, and pricing.
We compete on the basis of our technical expertise and innovation, our ability to deliver cost-effective multi-faceted solutions and services in a timely manner, our reputation and relationships with our 16 customers, qualified and/or security-clearance personnel, and pricing.
Services provided include multi-disciplinary design, technical, and management solutions from project conceptualization to urban planning, landscape architecture, sewage treatment and drainage, events management, engineering and program management, utilizing state-of-the-art digital solutions and embedded sustainability concepts for enhanced delivery of large-scale and highly complex infrastructure assets.
Solutions and services include multi-disciplinary design, technical, and management solutions from project conceptualization to urban planning, landscape architecture, sewage treatment and drainage, events management, traffic management, defense and security program management, engineering and program management, utilizing state-of-the-art digital solutions and embedded sustainability concepts for enhanced delivery of large-scale and highly complex infrastructure assets.
Balaguer has over thirty years of extensive experience in global human resources for public and private companies, and over twelve years of experience with public and private mergers and acquisitions, private equity, and large-scale business integrations. Before joining Parsons in 2021, she served as the Chief Human Resources Officer at Serco North America and Engility.
Balaguer has over thirty-five years of extensive experience in global human resources for public and private companies, and over a decade of experience with public and private mergers and acquisitions, private equity, and large-scale business integrations. Before joining Parsons in 2021, she served as the Chief Human Resources Officer at Serco North America and Engility.
DOD have implemented cybersecurity controls and processes to adequately protect information that resides on DIB systems and networks.
DOW have implemented cybersecurity controls and processes to adequately protect information that resides on DIB systems and networks.
Industry participants that have the capability to embrace these new technologies to enhance their capability and service offering to higher value solutions will be well positioned to assist governments and communities in their transformation. Change equals opportunity, and Parsons is well-positioned to serve a large array of global customers.
Professional services firms that have the capability to embrace these new technologies to enhance their capability and service offering to higher value solutions will be well positioned to assist governments and communities in their transformation. Change equals opportunity, and Parsons is well-positioned to serve a large array of global customers.
For more than 80 years, we have solved our customers’ most challenging problems and enabled a safer, smarter, more secure, and more connected world thanks to a culture of innovation, a focus on delivery, and a mission-focused workforce.
For more than 81 years, we have solved our customers’ most challenging problems and enabled a safer, smarter, more secure, and more connected world thanks to a culture of creativity, a focus on delivery, and a mission-focused workforce.
For our bus transit customers, we provide strategic fleet transition planning, zero-emission bus infrastructure design, and benefit-cost analysis to achieve net zero goals. • EMEA – Our EMEA business unit has a region-wide customer base in Europe, the Middle East and Africa, with a key focus on the Gulf Cooperation Council (GCC) states.
For our bus transit customers, we provide strategic fleet transition planning, zero-emission bus infrastructure design, and benefit-cost analyses to achieve a wide range of client goals. • EMEA – Our EMEA business unit has a region-wide customer base in Europe, the Middle East and Africa, with a key focus on the Gulf Cooperation Council (GCC) states.
Program Management: We provide expertise and technology to advance our customers’ execution of large, complex projects within their defined, technical, quality, time and cost parameters. Design Engineering: We provide advanced systems and infrastructure engineering design associated with utility capital projects, water/wastewater treatment, environmental remediation, ammunition plant upgrades, roads and highways, bridges, rail and transit systems, and other associated infrastructure.
Program Management: We provide expertise and technology to advance our customers’ execution of large, complex projects within their defined, technical, quality, time and cost parameters. Design Engineering: We provide advanced systems and infrastructure engineering design associated with utility capital projects, water/wastewater treatment, environmental remediation, industrial base modernization, roads and highways, bridges, rail and transit systems, and other associated infrastructure.
We expect to recognize $3.9 billion of our funded backlog as of December 31, 2024 as revenues in the following twelve months. However, our government customers may cancel their contracts with us at any time through a termination for convenience or may elect to not exercise option periods under such contracts.
We expect to recognize $4.1 billion of our funded backlog as of December 31, 2025 as revenues in the following twelve months. However, our government customers may cancel their contracts with us at any time through a termination for convenience or may elect to not exercise option periods under such contracts.
Our strategy is to deliver information dominance across all domains. • D&I—Our D&I business unit is organized into three related areas: defense, space and engineering services; cyber and national operations; and high consequence missions. Our customers include the U.S. Department of Defense, the U.S. Intelligence Community, the Department of Commerce, and the National Aeronautics and Space Administration.
Our strategy is to deliver information dominance across all domains. • D&I—Our D&I business unit is organized into four related areas: defense and engineering services; space solutions; national security operations; and high consequence missions. Our customers include the U.S. Department of War, the U.S. Intelligence Community, the Department of Commerce, and the National Aeronautics and Space Administration.
During 2024 and 2023, our employees purchased approximately 95,984 and 116,650 shares, respectively, of Parsons’ stock. Stock Repurchase Plan On August 9, 2021, the board of directors authorized Parsons Corporation 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, commencing on August 12, 2021.
During 2025 and 2024, our employees purchased approximately 149,844 and 95,984 shares, respectively, of Parsons’ stock. 18 Stock Repurchase Plan On August 9, 2021, the board of directors authorized Parsons Corporation 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, commencing on August 12, 2021.
We are the program manager of the environmentally sensitive Diamond Head Extension Program at Honolulu International Airport, the Houston Airport System, and 5 the Landside Access Modernization Program for Los Angeles International Airport; and were lead designer on the award-winning Newark Airport Terminal A replacement project known as Terminal 1. • Our rail and transit capabilities include systems optimization, communications-based train control, rail system design and system assurance.
We are the program manager of the environmentally sensitive Diamond Head Extension Program at Honolulu International Airport, the Houston Airport System, and the Landside Access Modernization Program for Los Angeles International Airport; and we were lead designer on the award-winning Newark Airport Terminal A replacement project known as Terminal 1. • Our rail and transit capabilities include systems optimization, communications-based train control, track operations and maintenance facility, station, traction power, and rail system design and system assurance.
Our most important asset is our team of talented employees, over 19,600 as of December 31, 2024, who are committed and passionate experts critical to delivering leading capabilities and whose expertise is sought by our clients for their most sophisticated applications and challenges.
Our most important asset is our team of talented employees, over 21,000 as of December 31, 2025, who are committed and passionate experts critical to delivering leading capabilities and whose expertise is sought by our clients for their most sophisticated applications and challenges.
Leverage technology to drive smart infrastructure. o Environmental remediation – Leverage our specialized skill and experience with respect to remediating mines and oil wells and eliminating emerging contaminants. Apply our design capabilities and innovative technologies to modernize, upgrade and create new water/wastewater treatment systems.
Leverage technology to drive smart infrastructure. o Water and Environment – Leverage our specialized skill and experience with respect to remediating mines and oil wells and eliminating emerging contaminants. Apply our design capabilities and innovative technologies to modernize, upgrade and create new water/wastewater treatment systems. Provide coastal resiliency.
That flexibility is what we are most proud of—all employees can recognize someone else or be recognized themself. In 2024, we are pleased that over 4,500 DRIVE awards were conveyed to our employees with monetary awards totaling over $7.5 million.
That flexibility is what we are most proud of—all employees can recognize someone else or be recognized themself. In 2025, we are pleased that over 4,000 DRIVE awards were conveyed to our employees with monetary awards totaling over $7.1 million.
Our six core markets, including cyber and intelligence, space and missile defense, critical infrastructure protection, transportation, environmental remediation and urban development require leading-edge technologies and extensive technical know-how, and necessitate consistently exceptional performance, thus further entrenching us with our key customers and driving our long-term relationships.
Our six core markets, including cyber and electronic warfare, space and missile defense, critical infrastructure protection, transportation, water and environment and urban development require leading-edge technologies and extensive technical know-how, and necessitate consistently exceptional performance, thus further entrenching us with our key customers and driving our long-term relationships.
We recognize the importance of driving business focus and will resource/invest in areas where we believe Parsons can have a top position in markets that are high-growth, profitable, and enduring. These include cyber and intelligence, space and missile defense, transportation, environmental remediation, and urban development.
We recognize the importance of driving business focus and will resource/invest in areas where we believe Parsons can have a top position in markets that are high-growth, profitable, and enduring. These include cyber and electronic warfare, space and missile defense, transportation, water and environment, and urban development.
We help clients optimize their lifecycle costs with a focus on O&M, including the provision of O&M planning and inspections on various roads including Dubai’s Shindagha Bridge, modeling the O&M outlook for Dubai Municipality on its major Strategic Sewage Tunnel Program, managing O&M strategy and implementation for urban development and infrastructure in Abu Dhabi with attainment of multiple Green Flag awards for parks and green spaces, and setting O&M strategies for optimized asset operations for mega cities such as Qiddiya, NEOM, as well as Yanbu and Jazan industrial cities.
We help clients optimize their lifecycle costs with a focus on O&M, including the provision of O&M planning and inspections on various roads and structures, including Dubai’s Shindagha Bridge, modeling the O&M outlook for Dubai Municipality on its major Strategic Sewage Tunnel Program, managing O&M strategy and implementation for urban development and infrastructure in Abu Dhabi with attainment of multiple Green Flag awards for parks and green spaces, and setting O&M strategies for optimized asset operations for mega cities such as Qiddiya, NEOM, as well as our continued work on the Yanbu and Jazan industrial cities, where Parsons has been setting and implementing O&M policies for over five decades.
For example, in the Federal Solutions segment, we have been providing support to the Missile Defense Agency for nearly 40 years with over 1,000 personnel embedded with the customer.
For example, in the Federal Solutions segment, the Parson's team have been providing support to the Missile Defense Agency for nearly 40 years with approximately 1,000 personnel embedded with the customer.
Our Market Opportunities Technology revolution and environmental impact is driving a swift pace of change, resulting in ongoing societal transformation, complicated geopolitical dynamics, a shifting threat landscape, and the globalization of commerce. To address this evolving landscape, our customers are actively seeking technology-enabled solutions at the speed of relevancy to upgrade and transform assets and operations.
Our Market Opportunities Technology revolution, geopolitical events, regulatory changes, and environmental impacts are driving a swift pace of change, resulting in ongoing societal transformation, complicated global dynamics, and a shifting threat landscape. To address this evolving landscape, our customers are actively seeking technology-enabled solutions at the speed of relevancy to upgrade and transform assets and operations.
All or some of the work to be performed under the contracts may remain unfunded unless and until the U.S. Congress makes subsequent appropriations and the procuring agency allocates funding to the contract. As of December 31, 2024, our total backlog was approximately $8.9 billion, consisting of $5.9 billion of funded backlog and $3.0 billion of unfunded backlog.
All or some of the work to be performed under the contracts may remain unfunded unless and until the U.S. Congress makes subsequent appropriations and the procuring agency allocates funding to the contract. As of December 31, 2025, our total backlog was approximately $8.7 billion, consisting of $6.4 billion of funded backlog and $2.3 billion of unfunded backlog.
Smith received an honorary doctorate degree from Ohio Northern University, a Master of Science degree in electrical engineering from Syracuse University and a bachelor-of-science in electrical engineering from Ohio Northern University. She received the GovCon Executive of the Year award in 2023 and Parsons received GovCon Company of the Year Award in 2024. Ms.
Smith received an honorary doctorate from Ohio Northern University, a master’s degree in electrical engineering from Syracuse University and a bachelor-of-science in electrical engineering from Ohio Northern University. She has numerous recognitions including the GovCon Executive of the Year award in 2023. Additionally, Parsons received GovCon Company of the Year Award in 2024. Ms.
As of December 31, 2024, our backlog was $8.9 billion, an increase of 4% from year end fiscal 2023. Long-Term Customer Relationships We maintain long-term relationships with key government and commercial customers, many of which span over 40 years.
As of December 31, 2025, our backlog was $8.7 billion, an decrease of 2% from year end fiscal 2024. Long-Term Customer Relationships We maintain long-term relationships with key government and commercial customers, many of which span over 40 years.
We achieved an overall win rate of 72% in fiscal 2024, 66% in the year ended December 31, 2023 (“fiscal 2023”) and 49% in the year ended December 31, 2022 (‘fiscal 2022”), which includes strong re-compete win rates of 84% in fiscal 2024 giving us long-term certainty on key contracts.
We achieved an overall win rate of 61% in fiscal 2025, 72% in the year ended December 31, 2024 (“fiscal 2024”) and 66% in the year ended December 31, 2023 (‘fiscal 2023”), which includes strong re-compete win rates of 99.6% in fiscal 2025 giving us long-term certainty on key contracts.
Across those eight decades, we’ve established ourselves as a leading provider of integrated solutions and services that solve emerging customer challenges by leveraging our depth of experience and expertise in the markets where we operate.
We are established as a leading provider of integrated solutions and services that solve emerging customer challenges by leveraging our depth of experience and expertise in the markets where we operate.
Scalable and Agile Business Offerings Our scalable and agile offerings enable us to satisfy robust and evolving customer needs. The demanding environments where we operate are characterized by a need for high-confidence solutions, widespread application and mission critical outcomes.
Our Chief Executive Officer holds overall executive-level responsibility for these matters. Scalable and Agile Business Offerings Our scalable and agile offerings enable us to satisfy robust and evolving customer needs. The demanding environments where we operate are characterized by a need for high-confidence solutions, widespread application and mission critical outcomes.
As an example, we are integrating cutting-edge AI-driven design and construction supervision technologies across over 50 major GCC projects, enhancing efficiency and capabilities and driving much needed innovation in the construction industry. 6 • Our Smart Solutions Lab provides digital solutions to our clients as an important and integral aspect of our technical offerings.
As an example, we are integrating cutting-edge AI-driven design and construction supervision technologies across over 100 major GCC projects, enhancing efficiency and capabilities and driving much needed innovation in the construction industry. • Our Digital Solutions Lab applies tools developed in our Technology Advancement Group to provide digital solutions to our clients as an important and integral aspect of our technical offerings.
As of December 31, 2024, our total backlog was $8.9 billion, an increase of 4% from December 31, 2023 . Federal Solutions Our Federal Solutions business provides integrated solutions, software and hardware products, and engineering design services. Federal Solutions consists of two business units: Defense & Intelligence (D&I) and Engineered Systems (ES).
As of December 31, 2025, our total backlog was $8.7 billion, a decrease of 2% from December 31, 2024. Federal Solutions Our Federal Solutions business provides integrated solutions, software and hardware products, and engineering design services. Federal Solutions consists of two business units: Defense & Intelligence (D&I) and Engineered Systems (ES).
Smith was selected to serve on our board of directors because of the perspective and experience that she brings as our CEO and due to her significant industry and operations experience. 21 Matthew Ofilos, age 45, was appointed Chief Financial Officer of Parsons Corporation effective July 25, 2022. Mr.
Smith was selected to serve on our board of directors because of the deep industry and operations experience that she has as our CEO. Matthew Ofilos, age 46, was appointed Chief Financial Officer of Parsons Corporation effective July 25, 2022. Mr.
We perform systems integration, product development, program management, and engineering across our segments and business units. 2 In fiscal 2024, we generated revenues of $6.8 billion, net income attributable to Parsons Corporation of $235.1 million and Adjusted EBITDA of $605.0 million.
We perform systems integration, product development, program management, and engineering across our segments and business units. 2 In fiscal 2025, we generated revenues of $6.4 billion, net income attributable to Parsons Corporation of $241.1 million and Adjusted EBITDA of $609.3 million.
Within our Advisory Services group, Parsons is providing clients with relevant asset information across the full range of asset types to enable data driven management decisions and maximize ROI.
Across our portfolio, Parsons is providing asset owners with relevant information across the full range of asset types to enable data driven management decisions and maximize ROI.
Competition The industries we operate in consist of a large number of enterprises ranging from small, niche-oriented companies to multi-billion-dollar corporations that serve many governmental and commercial customers.
Competition The industries we operate in consist of a wide range of enterprises ranging from small, niche-oriented companies to multi-billion-dollar corporations that serve diverse government and commercial customers.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn April 2022, the board of directors approved an amendment providing for lump sum distributions to participants and removing the annual 47 installments. Annual diversification elections and five-year vested termination distributions are not impacted by this amendment and will still occur annually and over installments as outlined in the Plan.
Biggest changeAnnual diversification elections and 47 five-year vested termination distributions were not impacted and still occur annually and over installments as outlined in the Plan. ESOP distributions are made in the form of shares of our common stock (other than distributions in respect of fractional shares, which will be made in cash).
These rights and remedies allow government clients, among other things, to: • terminate existing contracts, with short notice, for convenience as well as for default; • reduce orders under or otherwise modify contracts; 28 • for contracts subject to the Truthful Cost and Pricing statute, reduce the contract price or cost where it was increased because a contractor or subcontractor furnished cost or pricing data during negotiations that was not complete, accurate and current; • for some contracts, (1) demand a refund, make a forward price adjustment or terminate a contract for default if a contractor provided inaccurate or incomplete data during the contract negotiation process and (2) reduce the contract price under triggering circumstances, including the revision of price lists or other documents upon which the contract award was predicated; • terminate our facility security clearances and thereby prevent us from receiving classified contracts and complete work on existing contracts; • cancel multi-year contracts and related task orders if funds for contract performance for any subsequent year become unavailable; • decline to exercise an option to renew a multi-year contract or issue task orders in connection with indefinite delivery/indefinite quantity contracts, or IDIQ contracts; • claim rights in solutions, systems and technology produced by us, appropriate such work-product for their continued use without continuing to contract for our services and disclose such work-product to third parties, including other government agencies and our competitors, which could harm our competitive position; • prohibit future procurement awards with a particular agency due to a finding of organizational conflicts of interest based upon prior related work performed for the agency that would give a contractor an unfair advantage over competing contractors, or the existence of conflicting roles that might bias a contractor’s judgment; • subject the award of contracts to protest by competitors, which may require the contracting federal agency or department to suspend our performance pending the outcome of the protest and may also result in a requirement to resubmit offers for the contract or in the termination, reduction or modification of the awarded contract; • suspend or debar us from doing business with the applicable government; and • control or prohibit the export of our services.
These rights and remedies allow government clients, among other things, to: • terminate existing contracts, with short notice, for convenience as well as for default; 28 • reduce orders under or otherwise modify contracts; • for contracts subject to the Truthful Cost and Pricing statute, reduce the contract price or cost where it was increased because a contractor or subcontractor furnished cost or pricing data during negotiations that was not complete, accurate and current; • for some contracts, (1) demand a refund, make a forward price adjustment or terminate a contract for default if a contractor provided inaccurate or incomplete data during the contract negotiation process and (2) reduce the contract price under triggering circumstances, including the revision of price lists or other documents upon which the contract award was predicated; • terminate our facility security clearances and thereby prevent us from receiving classified contracts and complete work on existing contracts; • cancel multi-year contracts and related task orders if funds for contract performance for any subsequent year become unavailable; • decline to exercise an option to renew a multi-year contract or issue task orders in connection with indefinite delivery/indefinite quantity contracts, or IDIQ contracts; • claim rights in solutions, systems and technology produced by us, appropriate such work-product for their continued use without continuing to contract for our services and disclose such work-product to third parties, including other government agencies and our competitors, which could harm our competitive position; • prohibit future procurement awards with a particular agency due to a finding of organizational conflicts of interest based upon prior related work performed for the agency that would give a contractor an unfair advantage over competing contractors, or the existence of conflicting roles that might bias a contractor’s judgment; • subject the award of contracts to protest by competitors, which may require the contracting federal agency or department to suspend our performance pending the outcome of the protest and may also result in a requirement to resubmit offers for the contract or in the termination, reduction or modification of the awarded contract; • suspend or debar us from doing business with the applicable government; and • control or prohibit the export of our services.
In addition, the relationships and reputation that many members of our senior management team have established and maintain with our clients are important to our business 44 and our ability to identify new business opportunities. We do not have any employment agreements providing for a specific term of employment with any members of our senior management.
In addition, the relationships and reputation that many members of our senior management team have established and maintain with our clients are important to our business and our ability to identify new business opportunities. We do not have any employment agreements 44 providing for a specific term of employment with any members of our senior management.
Risk Relating to Our Business • Government spending and priorities could change in a manner that adversely affects our future revenue and limits our growth prospects. • The U.S. federal government and its agencies collectively are our largest single customer and, if our reputation or relationships with the U.S. federal government were harmed, our future revenues and cash flows would be adversely affected. • Our failure to comply with a variety of complex procurement rules and regulations could result in our being liable for penalties, including termination of our government contracts, disqualification from bidding on future government contracts, and suspension or debarment from government contracting. • A substantial portion of our business is subject to reviews, audits, and cost adjustments by government agencies, which, if resolved unfavorably to us, could adversely affect our profitability, cash flows or growth prospects. • Our government contracts may be terminated by the government counterparty at any time and may contain other provisions permitting the government to discontinue contract performance, and if lost contracts are not replaced, our operating results may differ materially and adversely from those anticipated. • Our revenue and growth prospects may be harmed if we or our employees are unable to obtain government granted eligibility or other qualifications, we and they need to perform services for our customers. • We may make acquisitions, investments, joint ventures and divestitures in the future that involve numerous risks, which if realized, may adversely affect our business and our future results. • Our acquisitions may not achieve their full intended benefits or may disrupt our plans and operations. • We conduct a portion of our work through joint venture entities, some of which we do not have management control over, and with which we typically have joint and several liability with our joint venture partners. • Our earnings and profitability may vary based on the mix of our contracts and may be adversely affected by our failure to accurately estimate and manage costs, time and resources. • We use estimates in recognizing revenues and, if we make changes to estimates used in recognizing revenues, our profitability may be adversely affected. • Systems that we develop, integrate, maintain, or otherwise support could experience security breaches which may damage our reputation with our clients and hinder future contract win rates. • Services we provide and technologies we develop are designed to detect and monitor threats to our clients, the failure of which may lead to reputational harm or liability against us by our clients or third parties and may subject our staff to potential threats, risk of loss or harm. • Internal system or service failures affecting us or our vendors, including as a result of cyber or other security threats, could disrupt our business and impair our ability to effectively provide our services to our clients, which could damage our reputation and have a material adverse effect on our business, financial condition and results of operations. 23 • Our business is subject to numerous legal and regulatory requirements and any violation of these requirements or any misconduct by our employees, subcontractors, agents, or business partners could harm our business and reputation. • Our business is subject the impact of supply chain disruption and inflation risk upon the cost of providing materials and services to customers and upon the profitability for certain contracts. • Our business may be impacted by the imposition of tariffs upon markets in which we conduct business. • Goodwill and intangible assets represent a significant amount of our total assets, and any impairment of these assets would negatively impact our results of operations. • We depend on our teaming arrangements and relationships with other contractors and subcontractors.
Risk Relating to Our Business • Government budgets, spending and priorities could change in a manner that adversely affects our future revenue and limits our growth prospects. • The U.S. federal government and its agencies collectively are our largest single customer and, if our reputation or relationships with the U.S. federal government were harmed, our future revenues and cash flows would be adversely affected. • Our failure to comply with a variety of complex procurement rules and regulations could result in our being liable for penalties, including termination of our government contracts, disqualification from bidding on future government contracts, and suspension or debarment from government contracting. • A substantial portion of our business is subject to reviews, audits, and cost adjustments by government agencies, which, if resolved unfavorably to us, could adversely affect our profitability, cash flows or growth prospects. • Our government contracts may be terminated by the government counterparty at any time and may contain other provisions permitting the government to discontinue contract performance, and if lost contracts are not replaced, our operating results may differ materially and adversely from those anticipated. • Our revenue and growth prospects may be harmed if we or our employees are unable to obtain government granted eligibility or other qualifications, we and they need to perform services for our customers. • We may make acquisitions, investments, joint ventures and divestitures in the future that involve numerous risks, which if realized, may adversely affect our business and our future results. • Our acquisitions may not achieve their full intended benefits or may disrupt our plans and operations. • We conduct a portion of our work through joint venture entities, some of which we do not have management control over, and with which we typically have joint and several liability with our joint venture partners. 23 • Our earnings and profitability may vary based on the mix of our contracts and may be adversely affected by our failure to accurately estimate and manage costs, time and resources. • We use estimates in recognizing revenues and, if we make changes to estimates used in recognizing revenues, our profitability may be adversely affected. • Systems that we develop, integrate, maintain, or otherwise support could experience security breaches which may damage our reputation with our clients and hinder future contract win rates. • Services we provide and technologies we develop are designed to detect and monitor threats to our clients, the failure of which may lead to reputational harm or liability against us by our clients or third parties and may subject our staff to potential threats, risk of loss or harm. • Internal system or service failures affecting us or our vendors, including as a result of cyber or other security threats, could disrupt our business and impair our ability to effectively provide our services to our clients, which could damage our reputation and have a material adverse effect on our business, financial condition and results of operations. • Our business is subject to numerous legal and regulatory requirements and any violation of these requirements or any misconduct by our employees, subcontractors, agents, or business partners could harm our business and reputation. • Our business is subject the impact of supply chain disruption and inflation risk upon the cost of providing materials and services to customers and upon the profitability for certain contracts. • Our business may be impacted by the imposition of tariffs upon markets in which we conduct business. • Goodwill and intangible assets represent a significant amount of our total assets, and any impairment of these assets would negatively impact our results of operations. • We depend on our teaming arrangements and relationships with other contractors and subcontractors.
Our business, prospects, financial condition or operating results could be materially harmed, among other causes, by the following: • budgetary constraints, including mandated automatic spending cuts, affecting across-the-board government spending, or specific agencies in particular, and changes in available funding; • a shift in expenditures away from agencies or programs that we support; • reduced government outsourcing of functions that we are currently contracted to provide, including as a result of increased insourcing by various U.S. government agencies due to changes in the definition of “inherently governmental” work, including proposals to limit contractor access to sensitive or classified information and work assignments; • efforts to improve efficiency and reduce costs affecting government programs; • changes or delays in government programs that we support or the programs’ requirements; • U.S. government shutdowns due to, among other reasons, a failure by elected officials to fund the government, such as the shutdowns which occurred during government fiscal years 2019 and 2014 and, to a lesser extent, government fiscal year 2018, and other potential delays in the appropriations process; • continuing resolutions (CRs) which are temporary spending bills that allow federal government operations to continue when final appropriations have not been enacted.
Our business, prospects, financial condition or operating results could be materially harmed, among other causes, by the following: • budgetary constraints, including mandated automatic spending cuts, affecting across-the-board government spending, or specific agencies in particular, and changes in available funding; • a shift in expenditures away from agencies or programs that we support; • reduced government outsourcing of functions that we are currently contracted to provide, including as a result of increased insourcing by various U.S. government agencies due to changes in the definition of “inherently governmental” work, including proposals to limit contractor access to sensitive or classified information and work assignments; • efforts to improve efficiency and reduce costs affecting government programs; • changes or delays in government programs that we support or the programs’ requirements; • U.S. government shutdowns due to, among other reasons, a failure by elected officials to fund the government, such as the shutdowns which occurred during government fiscal years 2019 and 2014 and, to a lesser extent, government fiscal year 2018, and other potential delays in the appropriations process; 25 • continuing resolutions (CRs) which are temporary spending bills that allow federal government operations to continue when final appropriations have not been enacted.
CRs generally continue the level of funding from the prior year’s appropriations or the previously approved CR from the current year; • U.S. government agencies awarding contracts on a technically acceptable/lowest cost basis in order to reduce expenditures; • delays in the payment of our invoices by government payment offices; 25 • results of elections, including politicians who may have priorities that would reduce spending in areas in which we operate; • an inability by the U.S. government to fund its operations as a result of a failure to increase the federal government’s debt ceiling, a credit downgrade of U.S. government obligations or for any other reason; and • changes in the political climate and general economic conditions, including a slowdown of the economy or unstable economic conditions and responses to conditions, such as emergency spending, that reduce funds available for other government priorities.
CRs generally continue the level of funding from the prior year’s appropriations or the previously approved CR from the current year; • U.S. government agencies awarding contracts on a technically acceptable/lowest cost basis in order to reduce expenditures; • delays in the payment of our invoices by government payment offices; • results of elections, including politicians who may have priorities that would reduce spending in areas in which we operate; • an inability by the U.S. government to fund its operations as a result of a failure to increase the federal government’s debt ceiling, a credit downgrade of U.S. government obligations or for any other reason; and • changes in the political climate and general economic conditions, including a slowdown of the economy or unstable economic conditions and responses to conditions, such as emergency spending, that reduce funds available for other government priorities.
Failure to manage our field project sites and facilities safely could result in environmental disasters, employee deaths or injuries, reduced profitability, the loss of projects or clients and possible exposure to litigation. • The impact of extreme weather events, including floods, hurricanes, droughts, and wildfires, including as a result of climate change or supply shortages, could have an adverse impact on our business and operations. • Our business, results of operations, financial condition, cash flows and stock price can be adversely affected by pandemics, epidemics, or other public health emergencies, such as the global COVID-19 pandemic and variants thereof.
Failure to manage our field project sites and facilities safely could result in environmental disasters, employee deaths or injuries, reduced profitability, the loss of projects or clients and possible exposure to litigation. • The impact of extreme weather events, including floods, hurricanes, droughts, and wildfires, including as a result of climate change or supply shortages, could have an adverse impact on our business and operations. 24 • Our business, results of operations, financial condition, cash flows and stock price can be adversely affected by pandemics, epidemics, or other public health emergencies, such as the global COVID-19 pandemic and variants thereof.
Consequently, investors may need to sell all or part of their holdings of our 50 common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.
Consequently, investors may need to sell all or part of their holdings of our common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investment. Investors seeking cash dividends should not purchase our common stock.
Health emergencies may also have the effect of heightening many of 24 the other risks described in this Annual Report on Form 10-K for the year ended December 31, 2023, such as those relating to government spending and priorities.
Health emergencies may also have the effect of heightening many of the other risks described in this Annual Report on Form 10-K for the year ended December 31, 2023, such as those relating to government spending and priorities.
In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. 22 Risk Factors Summary The following is a summary of the principal risks that could adversely affect our business, operations and financial results.
In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. Risk Factors Summary The following is a summary of the principal risks that could adversely affect our business, operations and financial results.
As of December 31, 2024, our accounts receivable, net was $1.1 billion We depend on the timely collection of our receivables to generate cash flow, provide working capital and continue our business operations. If our customers fail to pay or delay the payment of invoices for any reason, our business and financial condition may be materially and adversely affected.
As of December 31, 2025, our accounts receivable, net was $1.1 billion We depend on the timely collection of our receivables to generate cash flow, provide working capital and continue our business operations. If our customers fail to pay or delay the payment of invoices for any reason, our business and financial condition may be materially and adversely affected.
The agreements governing our debt contain a number of restrictive covenants which may limit our ability to finance future operations, acquisitions or capital needs or engage in other business activities that may be in our interest. As of December 31, 2024, our total indebtedness was approximately $1.2 billion.
The agreements governing our debt contain a number of restrictive covenants which may limit our ability to finance future operations, acquisitions or capital needs or engage in other business activities that may be in our interest. As of December 31, 2025, our total indebtedness was approximately $1.2 billion.
We conduct a portion of our work through joint venture entities, some of which we do not have management control over, and with which we typically have joint and several liability with our joint venture partners. 12% of our revenue during fiscal 2024, 13% of our revenue during fiscal 2023 and 12% of our revenue during fiscal 2022 was derived from our operations through consolidated joint ventures.
We conduct a portion of our work through joint venture entities, some of which we do not have management control over, and with which we typically have joint and several liability with our joint venture partners. 13% of our revenue during fiscal 2025, 12% of our revenue during fiscal 2024 and 13% of our revenue during fiscal 2023 was derived from our operations through consolidated joint ventures.
In fiscal 2024, 2023 and 2022, we made annual contributions to the ESOP in shares of our common stock in the amount of 8% of the participants’ cash compensation for the applicable year (net of shares forfeited by participants in the applicable year).
In fiscal 2025, 2024 and 2023, we made annual contributions to the ESOP in shares of our common stock in the amount of 8% of the participants’ cash compensation for the applicable year (net of shares forfeited by participants in the applicable year).
Department of State, the Federal Aviation Administration, the United States Intelligence Community, and other federal civilian customers are key factors in maintaining and growing these revenues and winning new bids for new business. Negative press reports or publicity, regardless of accuracy, could harm our reputation.
Department of War, the U.S. Department of State, the Federal Aviation Administration, the United States Intelligence Community, and other federal civilian customers are key factors in maintaining and growing these revenues and winning new bids for new business. Negative press reports or publicity, regardless of accuracy, could harm our reputation.
Our Credit Agreement and the agreements governing our Delayed Draw Term Loan and Convertible Notes contain a number of covenants that impose operating and other restrictions on us and our subsidiaries.
Our Credit Agreement and the agreements governing our Term Loan and Convertible Notes contain a number of covenants that impose operating and other restrictions on us and our subsidiaries.
Changes in the underlying assumptions, circumstances or estimates could result in adjustments that may adversely affect our financial results of operations. Goodwill and intangible assets represent a significant amount of our total assets and any impairment of these assets would negatively impact our results of operations. As of December 31, 2024, we had goodwill and intangible assets of $2.4 billion.
Changes in the underlying assumptions, circumstances or estimates could result in adjustments that may adversely affect our financial results of operations. Goodwill and intangible assets represent a significant amount of our total assets and any impairment of these assets would negatively impact our results of operations. As of December 31, 2025, we had goodwill and intangible assets of $2.5 billion.
In addition, 2.7% of our revenue during fiscal 2024, 3.9% of our revenue during fiscal 2023 and 5.1% of our revenues in fiscal 2022 related to services we provided to our unconsolidated joint ventures, where control resides with unaffiliated third parties, and 5.5% of our operating income during fiscal 2024, 16.6% of our operating income during fiscal 2023 and 8.8% of our operating income during fiscal 2022 was derived from equity in our unconsolidated joint ventures.
In addition, 3.1% of our revenue during fiscal 2025, 2.7% of our revenue during fiscal 2024 and 3.9% of our revenues in fiscal 2023 related to services we provided to our unconsolidated joint ventures, where control resides with unaffiliated third parties, and 0.6% of our operating income during fiscal 2025, (5.5)% of our operating income during fiscal 2024 and (16.6)% of our operating income during fiscal 2023 was derived from equity in our unconsolidated joint ventures.
Our anti-takeover provisions: • permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships; • provide that our board of directors is classified into three classes with staggered, three-year terms and that directors may only be removed for cause; 49 • include blank-check preferred stock, the preference, rights and other terms of which may be set by the board of directors and could delay or prevent a transaction or a change in control that might involve a premium price for our common stock or otherwise benefit our stockholders; • eliminate the ability of our stockholders to call special meetings of stockholders; • specify that special meetings of our stockholders can be called only by our board of directors, or a board committee authorized with the power to call such meetings; • prohibit stockholder action by written consent, which has the effect of requiring all stockholder actions to be taken at a meeting of our stockholders; • provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; • prohibit cumulative voting in the election of directors; and • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholders’ meetings.
Our anti-takeover provisions: • permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships; • provide that our board of directors is classified into three classes with staggered, three-year terms and that directors may only be removed for cause; • include blank-check preferred stock, the preference, rights and other terms of which may be set by the board of directors and could delay or prevent a transaction or a change in control that might involve a premium price for our common stock or otherwise benefit our stockholders; • eliminate the ability of our stockholders to call special meetings of stockholders; • specify that special meetings of our stockholders can be called only by our board of directors, or a board committee authorized with the power to call such meetings; • prohibit stockholder action by written consent, which has the effect of requiring all stockholder actions to be taken at a meeting of our stockholders; • provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; • prohibit cumulative voting in the election of directors; and • establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholders’ meetings. 49 In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law (DGCL).
While fixed-price contracts allow us to benefit from cost savings, these contracts also increase our exposure to the risk of cost overruns. Revenue derived from fixed-price contracts represented 42% of our total revenue during fiscal 2024, 33% of our total revenue during fiscal 2023, and 27% of our total revenue during fiscal 2022.
While fixed-price contracts allow us to benefit from cost savings, these contracts also increase our exposure to the risk of cost overruns. Revenue derived from fixed-price contracts represented 34% of our total revenue during fiscal 2025, 42% of our total revenue during fiscal 2024, and 33% of our total revenue during fiscal 2023.
Negotiations with labor unions and possible work actions could divert management attention and disrupt operations. In addition, new collective bargaining agreements or amendments to existing agreements could increase our labor costs and operating expenses. We are signatory to approximately fourteen active union collective bargaining agreements as of December 31, 2024 and employ more than 300 employees represented by unions.
Negotiations with labor unions and possible work actions could divert management attention and disrupt operations. In addition, new collective bargaining agreements or amendments to existing agreements could increase our labor costs and operating expenses. We are signatory to approximately 10 active union collective bargaining agreements as of December 31, 2025 and employ more than 400 employees represented by unions.
These joint ventures from time to time may borrow money to help finance their activities and, in some circumstances, we may be required to provide guarantees of the obligations of our affiliated entities. As of December 31, 2024, we had $176.7 million of letters of credit and guarantees that relate to joint ventures.
These joint ventures from time to time may borrow money to help finance their activities and, in some circumstances, we may be required to provide guarantees of the obligations of our affiliated entities. As of December 31, 2025, we had $184.4 million of letters of credit and guarantees that relate to joint ventures.
Our common stock has one vote per share. The ESOP beneficially owns approximately 51% of our outstanding common stock, 40% of which is owned by current employees of Parsons Corporation.
Our common stock has one vote per share. The ESOP beneficially owns approximately 47% of our outstanding common stock, 39% of which is owned by current employees of Parsons Corporation.
As of December 31, 2024, our total backlog was $8.9 billion, of which $5.9 billion was funded. Our backlog includes orders under contracts that can extend for several years. We historically have not realized all of the revenue included in our total backlog, and we may not realize all of the revenue included in our total backlog in the future.
As of December 31, 2025, our total backlog was $8.7 billion, of which $6.4 billion was funded. Our backlog includes orders under contracts that can extend for several years. We historically have not realized all of the revenue included in our total backlog, and we may not realize all of the revenue included in our total backlog in the future.
We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Accordingly, our effective tax rate is impacted by changes in the mix among earnings in countries with differing tax rates.
We are subject to income taxes in the U.S. and numerous foreign jurisdictions. Accordingly, our effective tax rate is impacted by changes in the mix of earnings in countries with differing tax rates and the changes in tax laws or their interpretation.
Revenue attributable to our services provided outside of the United States as a percentage of our total revenue was 22.6% in 2024, 24.4% in 2023 and 24.9% in 2022.
Revenue attributable to our services provided outside of the United States as a percentage of our total revenue was 26.1% in 2025, 22.6% in 2024 and 24.4% in 2023.
Qualifying ESOP participants have the right to receive distributions of shares of our common stock from the ESOP and can sell such shares in the market. As of December 31, 2024, there were 54,117,904 shares of common stock held in the ESOP.
Qualifying ESOP participants have the right to receive distributions of shares of our common stock from the ESOP and can sell such shares in the market. As of December 31, 2025, there were 50,864,117 shares of common stock held in the ESOP.
Our business relies heavily upon the expertise and services of our employees. Our continued success depends on our ability to recruit and retain highly-trained and skilled engineering, technical and professional personnel. Competition for skilled personnel is intense and competitors aggressively recruit key employees. In addition, many U.S. government programs require contractors to have security clearances.
Our continued success depends on our ability to recruit and retain highly-trained and skilled engineering, technical and professional personnel. Competition for skilled personnel is intense and competitors aggressively recruit key employees. In addition, many U.S. government programs require contractors to have security clearances.
Any new contracting requirements or procurement methods could be costly or administratively difficult for us to implement and could adversely affect our business, financial condition and results of operations.
Any of these changes could impair our ability to obtain new contracts or contract renewals. Any new contracting requirements or procurement methods could be costly or administratively difficult for us to implement and could adversely affect our business, financial condition and results of operations.
We made contributions of 633,033 shares in fiscal 2024, 915,113 shares in fiscal 2023, and 1,188,129 shares in fiscal 2022 of our common stock to the ESOP and intend to continue to make annual contributions in shares of our common stock to the ESOP.
We historically have made annual contributions of our common stock to the ESOP. We made contributions of 1,172,622 shares in fiscal 2025, 633,033 shares in fiscal 2024, and 915,113 shares in fiscal 2023 of our common stock to the ESOP and intend to continue to make annual contributions in shares of our common stock to the ESOP.
For example, the Organization for Economic Co-Operation and Development continues to advance proposals for modernizing international tax rules, including the release of global minimum tax standards referred to as the Pillar Two Model Rules (and also referred to as the Global Anti-Base Erosion (“GloBE” rules).
For example, the Organization for Economic Co-Operation and Development has developed a two-pillar framework to reform and modernize international tax rules, including the release of global minimum tax standards referred to as the Pillar Two Model Rules (and also referred to as the Global Anti-Base Erosion or “GloBE” rules).
Risk Related to Our Common Stock • Your ability to influence corporate matters may be limited because the ESOP beneficially owns a majority of our stock and therefore our employees, voting the shares allocated to them under the ESOP, or the ESOP Trustee, who will have the right to vote shares for which no voting instructions are provided by employees, could have substantial control over us. • We are a “controlled company” within the meaning of the New York Stock Exchange listing standards and, as a result, qualify for exemptions from certain corporate governance requirements.
Risk Related to Our Common Stock • Your ability to influence corporate matters may be limited because the ESOP beneficially owns a significant amount of our stock and therefore our employees, voting the shares allocated to them under the ESOP, or the ESOP Trustee, who will have the right to vote shares for which no voting instructions are provided by employees, could have substantial control over us.
As previously noted in the section of Part 1, Item 1 entitled “Employee Stock Ownership Plan”, in December 2020, the board of directors approved an amendment to the Employee Stock Ownership Plan to provide more flexible diversification rights for participants, and in January 2021, the board of directors approved the modification of the thresholds for distributions to participants in the ESOP effective March 1, 2021.
As previously noted in the section of Part 1, Item 1 entitled “Employee Stock Ownership Plan”, the board of directors previously approved amendments to the Employee Stock Ownership Plan to provide more flexible diversification rights for participants, the modification of the thresholds for distributions to participants in the ESOP for the provision of lump sum distributions to participants and removing the annual installments.
If the ESOP failed to meet the requirements of a tax qualified retirement plan, we could be subject to substantial penalties. The ESOP is a defined contribution retirement plan subject to the requirements of the Internal Revenue Code (Code) and the Employment Retirement Income Security Act (ERISA).
The ESOP is a defined contribution retirement plan subject to the requirements of the Internal Revenue Code (Code) and the Employment Retirement Income Security Act (ERISA).
These or other factors could cause our defense, intelligence, infrastructure or civil clients to decrease the number of new government contracts awarded generally and fail to award us new government contracts, reduce their purchases under our existing government contracts, exercise their right to terminate our government contracts or not exercise options to renew our government contracts, any of which could materially and adversely affect our business, financial condition and results of operations. 26 The U.S. federal government and its agencies collectively are our largest single customer and, if our reputation or relationships with the U.S. federal government were harmed, our future revenues and cash flows would be adversely affected.
These or other factors could cause our defense, intelligence, infrastructure or civil clients to decrease the number of new government contracts awarded generally and fail to award us new government contracts, reduce their purchases under our existing government contracts, exercise their 26 right to terminate our government contracts or not exercise options to renew our government contracts, any of which could materially and adversely affect our business, financial condition and results of operations.
As a result, we cannot predict the effect, if any, that these distributions and the corresponding sales of shares by the participants may have on the market price of our common stock. Distribution of substantial amounts of our common stock to participants may cause the market price of our common stock to decline.
Upon receiving a distribution of our common stock from the ESOP, a participant will be able to sell such shares in the market. As a result, we cannot predict the effect, if any, that these distributions and the corresponding sales of shares by the participants may have on the market price of our common stock.
Approximately 23% and 18% of accounts receivable as of December 31, 2024 and December 31, 2023, respectively were derived from contracts with the U.S. federal government and its agencies. Our reputation and relationships with various U.S. government entities and agencies, including the U.S. Department of Defense, the U.S.
In particular, it represents substantially all of the revenue of our Federal Solutions segment. Approximately 19% and 23% of accounts receivable as of December 31, 2025 and December 31, 2024, respectively were derived from contracts with the U.S. federal government and its agencies. Our reputation and relationships with various U.S. government entities and agencies, including the U.S.
In addition, as a Delaware corporation, we are subject to Section 203 of the Delaware General Corporation Law (DGCL). These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a period of time.
These provisions may prohibit large stockholders, in particular those owning 15% or more of our outstanding voting stock, from merging or combining with us for a period of time.
Several jurisdictions in which we operate have enacted these rules, some of which became effective for the Company’s 2024 fiscal year. The Company has considered the impact of the GloBE implementation in its provision for income taxes and continues to monitor the impacts of the GloBE rules implementation. We are also subject regularly to examination by tax authorities.
Several jurisdictions in which we operate have enacted these rules and are effective for the Company’s 2025 fiscal year. The Company has considered the impact of the GloBE implementation in its provision for income taxes based on currently enacted legislation and continues to monitor the impacts of pending enactments and changes to the GloBE rules.
In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both. However, any decline in the market price of our common stock could impair our ability to raise capital. Separately, additional financing may not be available on favorable terms, or at all.
However, any decline in the market price of our common stock could impair our ability to raise capital. Separately, additional financing may not be available on favorable terms, or at all. If adequate funds are not available on acceptable terms, we may be unable to fund our operations or new investments.
We derive, and expect to continue to derive, a significant portion of our revenue from contracts with government entities. As a result, our business depends upon continued government expenditures on defense, intelligence, civil and engineering programs for which we provide support, both among foreign governments and at federal, state and local levels domestically.
As a result, our business depends upon continued government expenditures on defense, intelligence, civil and engineering programs for which we provide support, both among foreign governments and at federal, state and local levels domestically. These expenditures have not remained constant over time.
Although we believe that our positions are reasonable, they could be materially affected by many factors, including the final outcome of tax audits, introduction of new tax legislation or regulations and related interpretations. We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for taxes.
We are also subject to regular examination by tax authorities. Although we believe that our positions are reasonable, they could be materially affected by many factors, including the final outcome of tax audits, introduction of new income tax legislation or regulations and related interpretations.
In addition, public-supported financing such as state and local municipal bonds may be only partially raised to support existing infrastructure projects. As a result, at the beginning of a program, the related contract is only partially funded, and additional funding is normally committed only as appropriations are made in each fiscal year.
As a result, at the beginning of a program, the related contract is only partially funded, and additional funding is normally committed only as appropriations are made in each fiscal year.
Additionally, loss of the ESOP’s tax-qualified status would adversely impact our prior treatment as an S Corporation. Risks Related to our Employees A failure to attract, train and retain skilled employees and our senior management team would adversely affect our ability to execute our strategy and may disrupt our operations.
Risks Related to our Employees A failure to attract, train and retain skilled employees and our senior management team would adversely affect our ability to execute our strategy and may disrupt our operations. Our business relies heavily upon the expertise and services of our employees.
These guarantors constitute substantially all of our domestic, wholly owned subsidiaries’ assets. Prior to our initial public offering, we were 100% owned by the ESOP, which is a retirement plan that is intended to be qualified under the Internal Revenue Code.
These guarantors constitute substantially all of our domestic, wholly owned subsidiaries’ assets. The Parsons' ESOP is a qualified retirement plan under the Internal Revenue Code. If the ESOP failed to meet the requirements of a tax qualified retirement plan, we could be subject to substantial penalties.
Moreover, shifts in the buying practices of government agencies, such as increased usage of fixed price contracts, multiple award contracts and small business set-aside contracts, could have adverse effects on government contractors, including us. Any of these changes could impair our ability to obtain new 27 contracts or contract renewals.
Legislation, regulations and initiatives dealing with procurement reform, mitigation of potential OCIs, deterrence of fraud, and environmental responsibility or sustainability could have an adverse effect on us. 27 Moreover, shifts in the buying practices of government agencies, such as increased usage of fixed price contracts, multiple award contracts and small business set-aside contracts, could have adverse effects on government contractors, including us.
We may issue all of these shares without any action or approval by our stockholders. The issuance of additional shares could be dilutive to existing holders. We historically have made annual contributions of our common stock to the ESOP.
We have an aggregate of 854,323,665 shares of common stock authorized but not outstanding and not reserved for issuance under our 2021 Plan, under our existing Incentive Plans or otherwise. We may issue all of these shares without any action or approval by our stockholders. The issuance of additional shares could be dilutive to existing holders.
Accordingly, our common stock may not have the same protections afforded to stockholders of companies that are subject to all of the NYSE corporate governance requirements. Our ability to raise capital in the future may be limited, which could limit our business plan or adversely affect your investment. Our business and strategic plans may consume resources faster than we anticipate.
Our ability to raise capital in the future may be limited, which could limit our business plan or adversely affect your investment. Our business and strategic plans may consume resources faster than we anticipate. In the future, we may need to raise additional funds through the issuance of new equity securities, debt or a combination of both.
You may not have the same protections afforded to stockholders of companies that are subject to such requirements. Risks Related to Government Contracts Government spending and priorities could change in a manner that adversely affects our future revenue and limits our growth prospects.
Risks Related to Government Contracts Government spending and priorities could change in a manner that adversely affects our future revenue and limits our growth prospects. We derive, and expect to continue to derive, a significant portion of our revenue from contracts with government entities.
The issuance of additional stock, not reserved for issuance under our equity incentive plans or otherwise, will dilute all other stockholdings. We have an aggregate of 853,343,775 shares of common stock authorized but not outstanding and not reserved for issuance under our 2021 Plan, under our existing Incentive Plans or otherwise.
Distribution of substantial amounts of our common stock to participants may cause the market price of our common stock to decline. The issuance of additional stock, not reserved for issuance under our equity incentive plans or otherwise, will dilute all other stockholdings.
At December 31, 2024, we had 146,656,225 shares of our common stock issued and 106,775,350 outstanding. Of these shares, 54,117,904 shares are owned by the ESOP, 52,657,447 shares are publicly owned, and 39,880,875 shares are Treasury stock.
At December 31, 2025, we had 145,676,335 shares of our common stock issued and 106,968,082 outstanding. Of these shares, 50,864,117 shares are owned by the ESOP, 56,103,965 shares are publicly owned, and 38,708,253 shares are Treasury stock.
There can be no assurance as to the outcome of these examinations.
We regularly assess the likelihood of an adverse outcome resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance as to the outcome of these examinations.
The U.S. federal government and its agencies, including the military and intelligence community, collectively are our largest customer. In particular, it represents substantially all of the revenue of our Federal Solutions segment.
The U.S. federal government and its agencies collectively are our largest single customer and, if our reputation or relationships with the U.S. federal government were harmed, our future revenues and cash flows would be adversely affected. The U.S. federal government and its agencies, including the military and intelligence community, collectively are our largest customer.
Removed
These expenditures have not remained constant over time.
Added
One customer set within the federal government exceeded 20% of Parsons’ revenue during 2025. The volume of work awarded to Parsons pursuant to the second-year option for a large confidential contract was significantly reduced during 2025 and is currently winding down. Most government contracts are subject to the government’s budgetary approval process.
Removed
Two customer sets within the federal government exceeded 20% of Parsons’ revenue during 2024. Parsons was awarded the second option year to continue our contract with a confidential customer through February 2026. However, a related program performed by others has recently been paused, which impacts our ability to complete the scope of our mission.
Added
Legislatures typically appropriate funds for a given program on a year-by-year basis, even though contract performance may take more than one year. In addition, public-supported financing such as state and local municipal bonds may be only partially raised to support existing infrastructure projects.
Removed
The long-term continuation of our contract is contingent on the related program restarting. If the project is halted, it would have a material adverse impact. Most government contracts are subject to the government’s budgetary approval process. Legislatures typically appropriate funds for a given program on a year-by-year basis, even though contract performance may take more than one year.
Removed
Legislation, regulations and initiatives dealing with procurement reform, mitigation of potential OCIs, deterrence of fraud, and environmental responsibility or sustainability could have an adverse effect on us.
Removed
ESOP distributions are made in the form of shares of our common stock (other than distributions in respect of fractional shares, which will be made in cash). Upon receiving a distribution of our common stock from the ESOP, a participant will be able to sell such shares in the market.
Removed
We are a “controlled company” within the meaning of the New York Stock Exchange listing standards and, as a result, qualify for exemptions from certain corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are subject to such requirements.
Removed
The ESOP holds common stock representing approximately 51% of the voting power of our common stock as of December 31, 2024. As a result, we are considered a “controlled company” for the purposes of New York Stock Exchange (“NYSE”) rules and corporate governance standards.
Removed
As a controlled company, we are exempt from certain NYSE corporate governance requirements, including those that would otherwise require our board of directors to have a majority of independent directors and require that we either establish compensation and nominating and corporate governance board committees, each comprised entirely of independent directors, or otherwise ensure that the compensation of our executive officers and nominees for directors are determined or recommended to the board of directors by the independent members of the board of directors.
Removed
While we intend to have a majority of independent directors, and our compensation and nominating and corporate governance committees to consist entirely of independent directors, we may decide at a later time to rely on one of the “controlled company” exemptions.
Removed
If adequate funds are not available on acceptable terms, we may be unable to fund our operations or new investments.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Pro perties. Our headquarters are located in Chantilly, Virginia. As of December 31, 2024, we leased 246 commercial facilities (including our headquarters) with an aggregate of approximately 2.7 million square feet of space across 38 U.S. states and 15 countries used in connection with the various services rendered to our customers.
Biggest changeItem 2. Pro perties. Our headquarters are located in Chantilly, Virginia. As of December 31, 2025, we leased 248 commercial facilities (including our headquarters) with an aggregate of approximately 2.7 million square feet of space across 37 U.S. states and 16 countries used in connection with the various services rendered to our customers.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeThe United States government did not intervene in this matter as it is allowed to do so under the statute. The court heard dispositive motions in 2023, including Parsons’ motion for summary judgment. We are awaiting the court’s rulings upon such motions, which will determine whether a trial will be necessary for this matter in 2025.
Biggest changeThe United States government did not intervene in this matter as it is allowed to do so under the statute. In March 2025, the court granted Parsons’ motion for summary judgment. The Relator has appealed this decision. We anticipate that oral argument will be heard by the appellate court in 2026.
The lawsuit sought (i) that we cease and desist from violating the False 52 Claims Act, (ii) monetary damages equal to three times the amount of damages that the United States has sustained because of our alleged violations, plus a civil penalty of not less than $5,500 and not more than $11,000 for each alleged violation of the False Claims Act, (iii) monetary damages equal to the maximum amount allowed pursuant to §3730(d) of the False Claims Act, and (iv) Relator’s costs for this action, including recovery of attorneys’ fees and costs incurred in the lawsuit.
The lawsuit sought (i) that we cease and desist from violating the False Claims Act, (ii) monetary damages equal to three times the amount of damages that the United States has sustained because of our alleged violations, plus a civil penalty of not less than $5,500 and not more than $11,000 for each alleged violation of the False Claims Act, (iii) monetary damages equal to the maximum amount allowed pursuant to §3730(d) of the False Claims Act, and (iv) Relator’s costs for this action, including recovery of attorneys’ fees and costs incurred in the lawsuit.
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. At this time, the Company is unable to determine the probability of the outcome of the litigation. Item 4.
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. The appellate briefs have been filed with Parsons having until February 2026 to file their final brief.
Removed
Mine Safe ty Disclosures. Not Applicable. 53 PAR T II
Added
We anticipate oral argument will occur in 2026. 52 At this time, the Company is unable to determine the probability of the outcome of the litigation. Item 4. Mine Safe ty Disclosures. Not Applicable. 53 PAR T II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeAt the time of the February 2024 authorization, the Company had repurchased shares with an aggregated market value (including fees) of $54.7 million. The aggregate market value of shares of Common Stock the Company is authorized to acquire, from both the August 2021 and February 2024 authorizations, is not greater than $154.7 million.
Biggest changeThe 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.
Item 5. Market for Registrant’s Common Equity, Related Stoc kholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is listed on the NYSE under the ticker symbol “PSN”. Dividend Policy During the years ended December 31, 2024, 2023 and 2022, the Company did not declare any dividends.
Item 5. Market for Registrant’s Common Equity, Related Stoc kholder Matters and Issuer Purchases of Equity Securities. Market Information Our common stock is listed on the NYSE under the ticker symbol “PSN”. Dividend Policy During the years ended December 31, 2025, 2024 and 2023, the Company did not declare any dividends.
Any determination to pay dividends on our capital stock will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, restrictions under our Convertible Senior Notes, or the Delayed Draw Term Loan and Credit Agreement, and other factors that our board of directors considers relevant.
Any determination to pay dividends on our capital stock will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, restrictions under our Convertible Senior Notes, or the Term Loan and Credit Agreement, and other factors that our board of directors considers relevant.
The graph assumes that the value of the initial investment in our common stock and each of the two indexes was $100 on December 31, 2019, and tracks it through December 31, 2024 (including reinvestment of dividends).
The graph assumes that the value of the initial investment in our common stock and each of the two indexes was $100 on December 31, 2020, and tracks it through December 31, 2025 (including reinvestment of dividends).
Shareholders According to the records of our transfer agent, there were three shareholders of record as of February 11, 2025. Securities Authorized for Issuance Under Equity Compensation Plans The following table provides information as of December 31, 2024 regarding compensation plans under which our equity securities are authorized for issuance.
Shareholders According to the records of our transfer agent, there were two shareholders of record as of February 3, 2026. Securities Authorized for Issuance Under Equity Compensation Plans The following table provides information as of December 31, 2025 regarding compensation plans under which our equity securities are authorized for issuance.
(3) Amount represents the sum of 1,883,018 shares of common stock subject to outstanding RSU and PSU awards under the 2019 Incentive Plan (with PSU awards reflected at “target” levels), (4) Amount represents 7,651,085 shares remaining available for future issuance under the 2019 Incentive Plan. 54 Performance Graph The following graph compares the cumulative total return, from December 31, 2019 through December 31, 2024, to shareholders of Parsons Corporation common stock relative to the cumulative total returns of the Russell 2000 Index and the Standard and Poor’s IT Consulting & Other Services Index.
(3) Amount represents the sum of 1,591,245 shares of common stock subject to outstanding RSU and PSU awards under the 2019 Incentive Plan (with PSU awards reflected at “target” levels), (4) Amount represents 6,931,420 shares remaining available for future issuance under the 2019 Incentive Plan. 54 Performance Graph The following graph compares the cumulative total return, from December 31, 2020 through December 31, 2025, 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.
(2) Amount represents 1,367,785 shares remaining available for future issuance under the 2020 Employee Stock Purchase Plan (of which 47,860 shares were purchased pursuant to the offering period that ended on December 31, 2024).
(2) Amount represents 1,217,941 shares remaining available for future issuance under the 2020 Employee Stock Purchase Plan (of which 79,496 shares were purchased pursuant to the offering period that ended on December 31, 2025).
Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by security holders (1) - - 1,367,785 (2) Equity compensation plans not approved by security holders 1,883,018 (3) - 7,651,085 (4) Total 1,883,018 - 9,018,870 (1) Consists of the 2020 Employee Stock Purchase Plan.
Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (a) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity compensation plans approved by security holders (1) - - 1,217,941 (2) Equity compensation plans not approved by security holders 1,591,245 (3) - 6,931,420 (4) Total 1,591,245 - 8,149,361 (1) Consists of the 2020 Employee Stock Purchase Plan.
As of December 31, 2024, the Company has spent $79.7 million (which includes commissions paid of $34 thousand) repurchasing 1,713,481 shares of Common Stock at an average price of $46.51 per share. The following table presents the Company’s purchase of equity securities for the three months ended December 31, 2024.
As of December 31, 2025, the Company has spent $204.7 million (which includes commissions paid of $71 thousand) repurchasing 3,535,849 shares of Common Stock at an average price of $57.89 per share. The following table presents the Company’s purchase of equity securities for the three months ended December 31, 2025.
The Board further amended this authorization in August 2022 to remove the prior expiration date and grant executive leadership the discretion to determine the price for such share repurchases. The Board further amended this authorization in February 2024 to restore the repurchase capacity to $100 million and removed the $25 million quarterly cap on such repurchases.
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.
The stock performance included in this graph is not necessarily indicative of future stock price performance. 12/19 12/20 12/21 12/22 12/23 12/24 Parsons Corp. 100.00 88.20 81.52 112.04 151.91 223.47 Russell 2000 100.00 119.96 137.74 109.59 128.14 142.93 S&P Composite 1500 IT Consulting & Other Services 100.00 113.44 156.48 119.55 151.77 172.40 55 Securities Authorized for Issuance Under Equity Compensation Plans The information required by this item with respect to our equity compensation plans is incorporated by reference to our 2024 Proxy Statement.
The stock performance included in this graph is not necessarily indicative of future stock price performance. 12/20 12/21 12/22 12/23 12/24 12/25 Parsons Corp. 100.00 92.42 127.03 172.23 253.36 169.73 Russell 2000 100.00 114.82 91.35 106.82 119.14 134.40 S&P Composite 1500 IT Consulting & Other Services 100.00 137.94 105.38 133.79 151.97 154.21 55 Securities Authorized for Issuance Under Equity Compensation Plans The information required by this item with respect to our equity compensation plans is incorporated by reference to our 2026 Proxy Statement.
Period (a) Total number of shares (or units purchased) (b) Average price paid per share (or unit) (1) (c) Total number of shares (or units) purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans programs October 1 to 31, 2024 - $ - - $ 90,000,219 November 1 to 30, 2024 104,527 95.67 104,527 80,000,351 December 1 to 31, 2024 51,425 97.22 51,425 75,000,926 Total 155,952 96.18 155,952 $ 75,000,926 (1) Includes commissions and calculated at the average price per share Item 6.
Period (a) Total number of shares (or units purchased) (b) Average price paid per share (or unit) (1) (c) Total number of shares (or units) purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans programs October 1 to 31, 2025 - $ - - $ 185,005,893 November 1 to 30, 2025 235,596 $ 84.89 235,596 165,006,133 December 1 to 31, 2025 620,832 $ 64.43 620,832 125,006,260 Total 856,428 $ 70.06 856,428 $ 125,006,260 (1) Includes commissions and calculated at the average price per share Item 6.
Added
Any purchases made by the Company during Q1 of 2025 were deducted from the reset capacity. Under prior authorizations, the Company had repurchased shares with an aggregate market value of $79.7 million.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

101 edited+21 added−15 removed141 unchanged
Biggest changeFiscal Year Ended December 31, 2023 December 31, 2022 Revenues 100.0 % 100.0 % Direct costs of contracts 77.8 % 77.4 % Equity in earnings of unconsolidated joint ventures (0.9 )% 0.4 % Selling, general and administrative expenses 16.0 % 18.5 % Operating income 5.3 % 4.4 % Interest income 0.0 % 0.0 % Interest expense (0.6 )% (0.6 )% Other income, net 0.1 % 0.1 % Total other income benefit (expense) (0.4 )% (0.5 )% Income before income tax expense 4.9 % 4.0 % Income tax expense (1.0 )% (0.9 )% Net income including noncontrolling interests 3.8 % 3.0 % Net income attributable to noncontrolling interests (0.9 )% (0.7 )% Net income attributable to Parsons Corporation 3.0 % 2.3 % Revenue Fiscal Year Ended Variance (U.S. dollars in thousands) December 31, 2023 December 31, 2022 Dollar Percent Revenue $ 5,442,749 $ 4,195,272 $ 1,247,477 29.7 % Revenue for the year ended December 31, 2023 compared to the prior year increased $1.2 billion.
Biggest changeFiscal Year Ended December 31, 2025 December 31, 2024 Revenues 100.0 % 100.0 % Direct costs of contracts 77.5 % 79.2 % Equity in (losses) earnings of unconsolidated joint ventures 0.0 % (0.3 )% Selling, general and administrative expenses 16.0 % 14.1 % Operating income 6.6 % 6.3 % Interest income 0.1 % 0.2 % Interest expense (0.8 )% (0.8 )% Convertible debt repurchase loss 0.0 % (0.3 )% Other income, net 0.1 % (0.0 )% Total other income benefit (expense) (0.6 )% (0.9 )% Income before income tax expense 6.0 % 5.4 % Income tax expense (1.2 )% (1.1 )% Net income including noncontrolling interests 4.9 % 4.3 % Net income attributable to noncontrolling interests (1.1 )% (0.8 )% Net income attributable to Parsons Corporation 3.8 % 3.5 % Revenue Fiscal Year Ended Variance (U.S. dollars in thousands) December 31, 2025 December 31, 2024 Dollar Percent Revenue $ 6,364,245 $ 6,750,576 $ (386,331 ) (5.7 )% The decrease in revenue of $386.3 million for the year ended December 31, 2025 when compared to the prior year was due to a decrease of in revenue in our Federal Solutions segment of $786.3 million offset by an increase in revenue in our Critical Infrastructure segment of $400.0 million.
Federal Budget Uncertainty There is uncertainty around the timing, extent, nature and effect of Congressional and other U.S. government actions to address budgetary constraints, caps on the discretionary budget for defense and non-defense departments and agencies, and the ability of Congress to determine how to allocate the available budget authority and pass appropriations bills to fund both U.S. government departments and agencies that are, and those that are not, subject to the caps.
Federal Budget Uncertainty There is uncertainty around the timing, extent, nature and effect of Congressional and other U.S. government actions to address budgetary constraints, caps on the discretionary budget for defense and non-defense departments and agencies, and the ability of Congress to determine how to allocate the available budget authority and pass appropriations bills to fund both U.S. government departments and 60 agencies that are, and those that are not, subject to the caps.
The increase in net cash provided by operating activities is primarily due to a $98.4 million change in net income after adjusting for non-cash items and convertible debt settlement and from changes in our working capital accounts of $46.4 million (primarily from contract assets and prepaid expenses and other assets offset by accounts payable, accrued expenses and other current liabilities, and contract liabilities).
The increase in net cash provided by operating activities is primarily due to a $98.4 million change in net income after adjusting for non-cash items and convertible debt settlement and from changes in our working capital accounts of $46.4 million (primarily from contract assets and prepaid expenses and other assets offset by accounts payable, accrued expenses and other 74 current liabilities, and contract liabilities).
See “Risk Factors—Risks Relating to Our Business—We may not realize the full value of our backlog, which may result in lower than expected revenue.” 59 The changes in backlog in both the Federal Solutions and Critical Infrastructure segments were primarily from ordinary course fluctuations in our business and the impacts related to the Company’s awards discussed above.
See “Risk Factors—Risks Relating to Our Business—We may not realize the full value of our backlog, which may result in lower than expected revenue.” The changes in backlog in both the Federal Solutions and Critical Infrastructure segments were primarily from ordinary course fluctuations in our business and the impacts related to the Company’s awards discussed above.
We discuss Adjusted EBITDA because our management uses this measure for business planning purposes, including to manage the business against internal projected results of operations and to measure the performance of the business generally. Adjusted EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Adjusted EBITDA is not a U.S.
We discuss Adjusted EBITDA because our management uses this measure for business planning purposes, including to manage the business against internal projected results of operations and to measure the performance of the business 70 generally. Adjusted EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Adjusted EBITDA is not a U.S.
Our maximum exposure to loss as a result of our investments in unconsolidated variable interest entities is typically limited to the aggregate of the carrying value of the investment and future funding commitments in these entities. ESOP Throughout the year, as employee services are rendered, we record compensation expense based on salaries of eligible employees.
Our maximum exposure to loss as a result of our investments in unconsolidated variable interest entities is typically limited to the aggregate of the carrying value of the investment and future funding commitments in these entities. 80 ESOP Throughout the year, as employee services are rendered, we record compensation expense based on salaries of eligible employees.
During the year ended December 31, 2024, we paid $495.6 million in cash to repurchase $284.6 million aggregate principal amount of our Convertible Senior Notes due 2025 (the "Repurchase Transaction") concurrently with the offering of 2.625% Convertible Senior Notes due 2029. As a result of the Repurchase Transaction, we incurred an $18.4 convertible debt repurchase loss 1 .
During the year ended December 31, 2024, we paid $495.6 million in cash to repurchase $284.6 million aggregate principal amount of our Convertible Senior Notes due 2025 (the "Repurchase Transaction") concurrently with the offering of 2.625% Convertible Senior Notes due 2029. As a result of the Repurchase Transaction, we incurred an $18.4 convertible debt repurchase loss.
Lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately.
Lease terms may include options to extend or terminate the lease when it is reasonably 77 certain that we will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components, which are generally accounted for separately.
Additionally, budget deficits and the growing U.S. national debt increase pressure on the U.S. government to reduce federal spending across all federal agencies, with uncertainty about the size and timing of those reductions. Furthermore, delays in the completion of future U.S. government budgets could in the future delay procurement of the federal 60 government services we provide.
Additionally, budget deficits and the growing U.S. national debt increase pressure on the U.S. government to reduce federal spending across all federal agencies, with uncertainty about the size and timing of those reductions. Furthermore, delays in the completion of future U.S. government budgets could in the future delay procurement of the federal government services we provide.
Unbilled accounts receivable represents amounts where the Company has a present contractual right to bill but an invoice has not been issued to the customer at the period-end date. 73 Accounts receivable is the principal component of our working capital and is generally driven by revenue growth. Accounts receivable includes billed and unbilled amounts.
Unbilled accounts receivable represents amounts where the Company has a present contractual right to bill but an invoice has not been issued to the customer at the period-end date. Accounts receivable is the principal component of our working capital and is generally driven by revenue growth. Accounts receivable includes billed and unbilled amounts.
For purposes of impairment testing, goodwill is allocated to the applicable reporting units based on the current reporting structure. When evaluating goodwill for impairment, we may decide to first perform a qualitative assessment, or “step zero” impairment test, to determine whether it is more likely than not that impairment has occurred.
For purposes of impairment testing, goodwill is allocated to the applicable reporting units based on the current reporting structure. When evaluating goodwill for impairment, we may decide to first perform a qualitative assessment, or “step zero” 78 impairment test, to determine whether it is more likely than not that impairment has occurred.
Our decision to perform a qualitative impairment assessment in a given year is influenced by a number of factors, including the significance of the excess of our estimated fair value over carrying value 78 at the last quantitative assessment date, the amount of time in between quantitative fair value assessments, and the date of the applicable acquisitions, if any.
Our decision to perform a qualitative impairment assessment in a given year is influenced by a number of factors, including the significance of the excess of our estimated fair value over carrying value at the last quantitative assessment date, the amount of time in between quantitative fair value assessments, and the date of the applicable acquisitions, if any.
Commitments and Contingencies We are subject to certain claims and assessments that arise in the ordinary course of business. Additionally, Parsons has been named as a defendant in lawsuits alleging personal injuries as a result of contact with asbestos products at various project sites.
Commitments and Contingencies We are subject to certain claims and assessments that arise in the ordinary course of business. Additionally, Parsons has been named as a defendant in lawsuits alleging personal injuries as a result of 81 contact with asbestos products at various project sites.
We consider an accounting policy 75 or estimate to be critical if the policy or estimate requires assumptions to be made that were uncertain at the time they were made and if changes in these assumptions could have a material impact on our financial condition or results of operations.
We consider an accounting policy or estimate to be critical if the policy or estimate requires assumptions to be made that were uncertain at the time they were made and if changes in these assumptions could have a material impact on our financial condition or results of operations.
Intangible assets with finite lives arise from business acquisitions and are amortized based on the period over which the contractual or economic benefit of the intangible assets are expected to be realized or on a straight-line basis over the useful lives of the underlying assets, ranging from one to ten years.
Intangible assets with finite lives arise from business acquisitions and are amortized based on the period over which the contractual or economic benefit of the intangible assets are expected to be realized 79 or on a straight-line basis over the useful lives of the underlying assets, ranging from one to ten years.
Engineers, LLC provides full-service consulting specializing in transportation engineering, including roads and highways, and program management. The financial results of I.S. Engineers have been included in our consolidated results of operations from October 31, 2023 onward. 61 Sealing Technologies, Inc.
Engineers, LLC provides full-service consulting specializing in transportation engineering, including roads and highways, and program management. The financial results of I.S. Engineers have been included in our consolidated results of operations from October 31, 2023 onward. Sealing Technologies, Inc.
These other items include, among other 70 things, impairment of goodwill, intangible and other assets, interest and other expenses recognized on litigation matters, expenses incurred in connection with acquisitions and other non-recurring transaction costs, equity-based compensation, and expenses related to our corporate restructuring initiatives.
These other items include, among other things, impairment of goodwill, intangible and other assets, interest and other expenses recognized on litigation matters, expenses incurred in connection with acquisitions and other non-recurring transaction costs, equity-based compensation, and expenses related to our corporate restructuring initiatives.
For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities. 77 We have operating and finance leases for corporate and project office spaces, vehicles, heavy machinery and office equipment.
For certain equipment leases, such as vehicles, we account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, we apply a portfolio approach to effectively account for the operating lease ROU assets and liabilities. We have operating and finance leases for corporate and project office spaces, vehicles, heavy machinery and office equipment.
While not certain, it is not uncommon for U.S. government agencies to award task orders or complete other contract actions in the weeks before the end of the U.S. federal government fiscal year in order to avoid the loss of unexpended U.S. federal government fiscal year funds.
While not certain, it is not uncommon for U.S. government agencies to award task orders or complete other contract actions in the weeks before the 62 end of the U.S. federal government fiscal year in order to avoid the loss of unexpended U.S. federal government fiscal year funds.
A number of our contracts may provide for performance-based payments, which allow us to bill and collect cash prior to completing the work. Billed accounts receivable represents amounts billed to clients that have not been collected.
A number of our contracts may provide for performance-based payments, which allow us to bill and collect cash prior to completing the work. 73 Billed accounts receivable represents amounts billed to clients that have not been collected.
Total other income (expense) Fiscal Year Ended Variance (U.S. dollars in thousands) December 31, 2024 December 31, 2023 Dollar Percent Interest income $ 11,428 $ 2,191 $ 9,237 421.6 % Interest expense (51,582 ) (31,497 ) (20,085 ) (63.8 )% Convertible debt repurchase loss (18,355 ) - (18,355 ) - Other income (expense), net (1,906 ) 5,001 (6,907 ) (138.1 )% Total other income (expense) $ (60,415 ) $ (24,305 ) $ (36,110 ) (148.6 )% Interest income is related to interest earned on investments in government money funds.
Total other (expense) income Fiscal Year Ended Variance (U.S. dollars in thousands) December 31, 2024 December 31, 2023 Dollar Percent Interest income $ 11,428 $ 2,191 $ 9,237 421.6 % Interest expense (51,582 ) (31,497 ) (20,085 ) (63.8 )% Convertible debt repurchase loss (18,355 ) - (18,355 ) n/a Other income (expense), net (1,906 ) 5,001 (6,907 ) (138.1 )% Total other income (expense) $ (60,415 ) $ (24,305 ) $ (36,110 ) 148.6 % Interest income is related to interest earned on investments in government money funds.
In the case of a termination for convenience, we would not receive anticipated future revenues, but would generally be permitted to recover all or a portion of our incurred costs and fees for work performed.
In the case of a termination for convenience, we would not receive anticipated 59 future revenues, but would generally be permitted to recover all or a portion of our incurred costs and fees for work performed.
The change was primarily driven by a $206.8 million increase in payments for acquisitions, $14.3 million from investments in unconsolidated joint ventures, and $8.8 million from capital expenditures offset by a $49.9 million increase in return of investments in unconsolidated joint ventures.
The change was primarily driven by a $206.8 million increase in payments for acquisitions, $14.3 million from investments in unconsolidated joint ventures, and $8.8 million from capital expenditures offset by a $49.9 million increase in return of investments in consolidated joint ventures.
Headquartered in Chantilly, Virginia, BlackSignal is a next-generation digital signal processing, electronic warfare, and cyber security provider built to counter near peer threats. 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.
Headquartered in Chantilly, Virginia, BlackSignal is a next-generation digital signal processing, electronic warfare, and cyber security provider built to counter near peer threats. 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.
Selling, general and administrative expenses Fiscal Year Ended Variance (U.S. dollars in thousands) December 31, 2024 December 31, 2023 Dollar Percent Selling, general and administrative expenses $ 954,995 $ 869,905 $ 85,090 9.8 % As a percentage of revenue, SG&A decreased by 1.9% to 14.1% for the year ended December 31, 2024 compared to16.0% for the corresponding period last year.
Selling, general and administrative expenses Fiscal Year Ended Variance (U.S. dollars in thousands) December 31, 2024 December 31, 2023 Dollar Percent Selling, general and administrative expenses $ 954,995 $ 869,905 $ 85,090 9.8 % As a percentage of revenue, SG&A decreased by 1.9% to 14.1% for the year ended December 31, 2024 compared to 16.0% for the corresponding period last year.
Department of Defense and the U.S. intelligence community, including those related to cybersecurity, could impact our ability to perform in the markets we serve. Competitive Markets The industries we operate in consist of a large number of enterprises ranging from small, niche-oriented companies to multi-billion-dollar corporations that serve many government and commercial customers.
Department of War and the U.S. intelligence community, including those related to cybersecurity, could impact our ability to perform in the markets we serve. Competitive Markets The industries we operate in consist of a large number of enterprises ranging from small, niche-oriented companies to multi-billion-dollar corporations that serve many government and commercial customers.
As of December 31, 2024, we believe we have adequate liquidity and capital resources to fund our operations, support our debt service and support our ongoing acquisition strategy for at least the next twelve months based on the liquidity from cash provided by our operating activities, cash and cash equivalents on-hand and our borrowing capacity under our Revolving Credit Facility.
As of December 31, 2025, we believe we have adequate liquidity and capital resources to fund our operations, support our debt service and support our ongoing acquisition strategy for at least the next twelve months based on the liquidity from cash provided by our operating activities, cash and cash equivalents on-hand and our borrowing capacity under our Revolving Credit Facility.
We perform a goodwill impairment test annually, on October 1 st of each year, for each reporting unit that requires certain assumptions and estimates be made regarding industry economic factors and future profitability. For the years ended December 31, 2024, December 31, 2023 and December 31, 2022, we performed a quantitative analysis for all of our reporting units.
We perform a goodwill impairment test annually, on October 1 st of each year, for each reporting unit that requires certain assumptions and estimates be made regarding industry economic factors and future profitability. For the years ended December 31, 2025, December 31, 2024 and December 31, 2023, we performed a quantitative analysis for all of our reporting units.
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; integrated mission-solutions powered by artificial intelligence (AI) and machine learning (ML); edge computing and edge access modernization; critical infrastructure protection; and secure data management.
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); edge computing and edge access modernization; critical infrastructure protection; and secure data management.
Management believes that there are no claims or assessments outstanding which would materially affect our consolidated results of operations or our financial position. 81
Management believes that there are no claims or assessments outstanding which would materially affect our consolidated results of operations or our financial position.
Equity in (losses) earnings of unconsolidated joint ventures Fiscal Year Ended Variance (U.S. dollars in thousands) December 31, 2024 December 31, 2023 Dollar Percent Equity in losses of unconsolidated joint ventures $ (23,361 ) $ (47,751 ) $ 24,390 51.1 % 65 Equity in losses of unconsolidated joint ventures for the year ended December 31, 2024 improved by $24.4 million compared to the prior year.
Equity in earnings of unconsolidated joint ventures Fiscal Year Ended Variance (U.S. dollars in thousands) December 31, 2024 December 31, 2023 Dollar Percent Equity in earnings of unconsolidated joint ventures $ (23,361 ) $ (47,751 ) $ 24,390 51.1 % 68 Equity in losses of unconsolidated joint ventures for the year ended December 31, 2024 improved by $24.4 million compared to the prior year.
Liquidity and Capital Resources We currently finance our operations and capital expenditures through a combination of internally generated cash from operations, our Convertible Senior Notes, Delayed Draw Term Loan and periodic borrowings under our Revolving Credit Facility. Generally, cash provided by operating activities has been adequate to fund our operations.
Liquidity and Capital Resources We currently finance our operations and capital expenditures through a combination of internally generated cash from operations, our Convertible Senior Notes, Term Loan and periodic borrowings under our Revolving Credit Facility. Generally, cash provided by operating activities has been adequate to fund our operations.
Costs associated with compensation-related expenses for our people and facilities, which includes ESOP contribution expenses, are the most significant component of our operating expenses. In 2024, 2023 and 2022, we made annual contributions to the ESOP in the amount of 8% of the participants’ cash compensation for the applicable year.
Costs associated with compensation-related expenses for our people and facilities, which includes ESOP contribution expenses, are the most significant component of our operating expenses. In 2025, 2024 and 2023, we made annual contributions to the ESOP in the amount of 8% of the participants’ cash compensation for the applicable year.
Off-Balance Sheet Arrangements As of December 31, 2024, we have no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.
Off-Balance Sheet Arrangements As of December 31, 2025, we have no off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.
Our last review at October 1, 2024 (i.e., the first day of our fourth quarter in fiscal 2024), indicated that we had no impairment of goodwill, and all of our reporting units had estimated fair values that were in excess of their carrying values, including goodwill.
Our last review at October 1, 2025 (i.e., the first day of our fourth quarter in fiscal 2025), indicated that we had no impairment of goodwill, and all of our reporting units had estimated fair values that were in excess of their carrying values, including goodwill.
Then the finite period cash flows and the terminal value are discounted to present value to arrive at an indication of fair value. We utilized internal financial projections through fiscal 2029. The Market Approach utilizes market comparable transactions and comparable companies to calculate the estimated fair value.
Then the finite period cash flows and the terminal value are discounted to present value to arrive at an indication of fair value. We utilized internal financial projections through fiscal 2030. The Market Approach utilizes market comparable transactions and comparable companies to calculate the estimated fair value.
The following table sets forth the book-to-bill ratio for the periods presented below: Fiscal Year Ended December 31, 2024 December 31, 2023 December 31, 2022 Federal Solutions 1.0 1.1 0.9 Critical Infrastructure 1.2 1.1 1.2 Overall 1.0 1.1 1.0 Factors and Trends Affecting Our Results of Operations We believe that the financial performance of our business and our future success are dependent upon many factors, including those highlighted in this section.
The following table sets forth the book-to-bill ratio for the periods presented below: Fiscal Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Federal Solutions 0.8 1.0 1.1 Critical Infrastructure 1.2 1.2 1.1 Overall 1.0 1.0 1.1 Factors and Trends Affecting Our Results of Operations We believe that the financial performance of our business and our future success are dependent upon many factors, including those highlighted in this section.
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 up to the third year.
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 up to the third year.
The amounts in other income (expense), net, are primarily related to transaction gains and losses on foreign currency transactions, sublease income, and a change in the fair value of contingent consideration.
The amounts in other income (expense), net are primarily related to transaction gains and losses on foreign currency transactions and sublease income, and changes in the fair value of contingent consideration.
We expect to recognize $3.9 billion of our funded backlog at December 31, 2024 as revenues in the following twelve months. However, our U.S. federal government customers may cancel their contracts with us at any time through a termination for convenience or may elect to not exercise option periods under such contracts.
We expect to recognize $4.1 billion of our funded backlog at December 31, 2025 as revenues in the following twelve months. However, our U.S. federal government customers may cancel their contracts with us at any time through a termination for convenience or may elect to not exercise option periods under such contracts.
The Company is involved in a significant volume of contracts with the United States federal government and state and local governments. Approximately 59%, 55%, and 53% of consolidated revenues for the years ended December 31, 2024, December 31, 2023 and December 31, 2022, 63 respectively were derived from contracts with the United States federal government.
The Company is involved in a significant volume of contracts with the United States federal government and state and local governments. Approximately 51%, 59%, and 55% of consolidated revenues for the years ended December 31, 2025, December 31, 2024 and December 31, 2023, respectively were derived from contracts with the United States federal government.
Critical Infrastructure The Year Ended Variance (U.S. dollars in thousands) December 31, 2024 December 31, 2023 Dollar Percent Revenue $ 2,743,462 $ 2,422,048 $ 321,414 13.3 % Adjusted EBITDA attributable to Parsons Corporation $ 132,901 $ 127,785 $ 5,116 4.0 % The increase in Critical Infrastructure revenue for the year ended December 31, 2024 compared to the corresponding period last year was primarily related to organic growth of 12% and $29.9 million from business acquisitions.
The increase in Federal Solutions Adjusted EBITDA attributable to Parsons Corporation for the year ended December 31, 2024 compared to the prior year was primarily due to the factors impacting revenue discussed above. 72 Critical Infrastructure The Year Ended Variance (U.S. dollars in thousands) December 31, 2024 December 31, 2023 Dollar Percent Revenue $ 2,743,462 $ 2,422,048 $ 321,414 13.3 % Adjusted EBITDA attributable to Parsons Corporation $ 132,901 $ 127,785 $ 5,116 4.0 % The increase in Critical Infrastructure revenue for the year ended December 31, 2024 compared to the corresponding period last year was primarily related to organic growth of 12% and $29.9 million from business acquisitions.
The financial results of Xator have been included in our consolidated results of operations from May 31, 2022 onward. Seasonality Our results may be affected by variances as a result of weather conditions and contract award seasonality impacts that we experience across our businesses. The latter issue is typically driven by the U.S. federal government fiscal year-end, September 30.
The financial results of IPKeys have been included in our consolidated results of operations from April 13, 2023 onward. Seasonality Our results may be affected by variances as a result of weather conditions and contract award seasonality impacts that we experience across our businesses. The latter issue is typically driven by the U.S. federal government fiscal year-end, September 30.
Total ESOP contribution expense was $59.8 million for 2024, $58.2 million for 2023, and $54.7 million for fiscal 2022, and is recorded in “Direct cost of contracts” and “Selling, general and administrative expenses.” We expect operating expenses to increase due to our anticipated growth.
Total ESOP contribution expense was $72.5 million for 2025, $59.8 million for 2024, and $58.2 million for fiscal 2023, and is recorded in “Direct cost of contracts” and “Selling, general and administrative expenses.” We expect operating expenses to increase due to our anticipated growth.
The table below presents the percentage of total revenue for each type of contract. Fiscal Year Ended December 31, 2024 December 31, 2023 December 31, 2022 Fixed-price 42% 33% 27% Time-and-materials 21% 25% 28% Cost-plus 37% 42% 45% The amount of risk and potential reward varies under each type of contract.
The table below presents the percentage of total revenue for each type of contract. Fiscal Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Fixed-price 34% 42% 33% Time-and-materials 24% 21% 25% Cost-plus 42% 37% 42% The amount of risk and potential reward varies under each type of contract.
Our revenues included $182.6 million in 2024, $213.8 million in 2023, and $217.4 million in 2022 related to services we provided to our unconsolidated joint ventures. Operating costs and expenses Operating costs and expenses primarily include direct costs of contracts and selling, general and administrative expenses.
Our revenues included $194.7 million in 2025, $182.6 million in 2024, and $213.8 million in 2023 related to services we provided to our unconsolidated joint ventures. Operating costs and expenses Operating costs and expenses primarily include direct costs of contracts and selling, general and administrative expenses.
The following table sets forth selected key metrics (in thousands, except Book-to-Bill): Period Ended December 31, 2024 December 31, 2023 December 31, 2022 Awards $ 7,039,272 $ 5,996,780 $ 4,274,721 Backlog (1) $ 8,893,915 $ 8,592,271 $ 8,179,245 Book-to-Bill 1.0 1.1 1.0 (1) Difference between our backlog of $8.9 billion and our remaining unsatisfied performance obligations, or RUPO, of $6.7 billion, each as of December 31, 2024, is due to (i) unissued task orders and unexercised option years, to the extent their issuance or exercise is probable, as well as (ii) contract awards, to the extent we believe contract execution and funding is probable.
The following table sets forth selected key metrics (in thousands, except Book-to-Bill): December 31, 2025 December 31, 2024 December 31, 2023 Awards $ 6,371,950 $ 7,039,272 $ 5,996,780 Backlog (1) $ 8,716,788 $ 8,893,915 $ 8,592,271 Book-to-Bill 1.0 1.0 1.1 (1) Difference between our backlog of $8.7 billion and our remaining unsatisfied performance obligations, or RUPO, of $7.1 billion, each as of December 31, 2025, is due to (i) unissued task orders and unexercised option years, to the extent their issuance or exercise is probable, as well as (ii) contract awards, to the extent we believe contract execution and funding is probable.
Selling, general and administrative expenses (“SG&A”) include salaries and wages and fringe benefits of our employees not performing work directly for customers, facility costs and other costs related to these indirect functions. Other income and expenses Other income and expenses primarily consist of interest income, interest expense, and other income, net.
Selling, general and administrative expenses (“SG&A”) include salaries and wages and fringe benefits of our employees not performing work directly for customers, facility costs and other costs related to these indirect functions.
The following table summarizes our sources and uses of cash over the periods presented (in thousands): Fiscal Year Ended December 31, 2024 December 31, 2023 December 31, 2022 Net cash provided by operating activities $ 523,606 $ 407,699 $ 237,526 Net cash used in investing activities (556,715 ) (375,970 ) (417,468 ) Net cash (used in) provided by financing activities 218,749 (21,871 ) 100,368 Effect of exchange rate changes (5,035 ) 546 (1,770 ) Net increase (decrease) in cash and cash equivalents $ 180,605 $ 10,404 $ (81,344 ) Operating Activities Net cash provided by operating activities consists primarily of net income adjusted for noncash items, such as: equity in (losses) earnings of unconsolidated joint ventures, contributions of treasury stock, depreciation and amortization of property and equipment and intangible assets, provisions for doubtful accounts, amortization of deferred gains, and impairment charges.
The following table summarizes our sources and uses of cash over the periods presented (in thousands): Fiscal Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Net cash provided by operating activities 478,382 523,606 $ 407,699 Net cash used in investing activities (255,584 ) (556,715 ) (375,970 ) Net cash (used in) provided by financing activities (214,100 ) 218,749 (21,871 ) Effect of exchange rate changes 4,142 (5,035 ) 546 Net increase (decrease) in cash and cash equivalents $ 12,840 $ 180,605 $ 10,404 Operating Activities Net cash provided by operating activities consists primarily of net income adjusted for noncash items, such as: equity in (losses) earnings of unconsolidated joint ventures, contributions of treasury stock, depreciation and amortization of property and equipment and intangible assets, provisions for doubtful accounts, amortization of deferred gains, and impairment charges.
Non-GAAP Financial Measures: (U.S. dollars in thousands) December 31, 2024 December 31, 2023 December 31, 2022 Other Information: Adjusted EBITDA (1) $ 604,953 $ 464,673 $ 352,782 Net Income Margin (2) 4.3 % 3.8 % 3.0 % Adjusted EBITDA Margin (3) 9.0 % 8.5 % 8.4 % (1) A reconciliation of net income attributable to Parsons Corporation to Adjusted EBITDA is set forth below (in thousands).
Non-GAAP Financial Measures: Fiscal Year Ended (U.S. dollars in thousands) December 31, 2025 December 31, 2024 December 31, 2023 Other Information: Adjusted EBITDA (1) $ 609,306 $ 604,953 $ 464,673 Net Income Margin (2) 4.9 % 4.3 % 3.8 % Adjusted EBITDA Margin (3) 9.6 % 9.0 % 8.5 % (1) A reconciliation of net income attributable to Parsons Corporation to Adjusted EBITDA is set forth below (in thousands).
We focus on collecting outstanding receivables to reduce net DSO and improve working capital. Net DSO was 55 days at December 31, 2024, down from 59 days at December 31, 2023 and 69 days at December 31, 2022.
We focus on collecting outstanding receivables to reduce net DSO and improve working capital. Net DSO was 67 days at December 31, 2025, up from 55 days at December 31, 2024 and 59 days at December 31, 2023.
Interest income primarily consists of interest earned on U.S. government money market funds. Interest expense consists of interest expense incurred under our Convertible Senior Notes, Credit Agreement and Delayed Draw Term Loan.
Other income and expenses Other income and expenses primarily consist of interest income, interest expense, and other income, net. 64 Interest income primarily consists of interest earned on U.S. government money market funds. Interest expense consists of interest expense incurred under our Convertible Senior Notes, Credit Agreement and Term Loan.
Income tax expense Fiscal Year Ended Variance (U.S. dollars in thousands) December 31, 2024 December 31, 2023 Dollar Percent Income tax expense $ 76,986 $ 56,138 $ 20,848 37.1 % Income tax expense increased in fiscal 2024 primarily due to an increase in overall pre-tax income, increases in current year foreign Net Operating Losses (NOLs) subject to valuation allowances and an increase in non-deductible executive compensation subject to Section 162(m), partially offset by increases in the foreign-derived intangible income (FDII) deduction, and increased equity based-compensation deductions.
The amounts in other income (expense), net, are primarily related to transaction gains and losses on foreign currency transactions, sublease income, and a change in the fair value of contingent consideration.. 69 Income tax expense Fiscal Year Ended Variance (U.S. dollars in thousands) December 31, 2024 December 31, 2023 Dollar Percent Income tax expense $ 76,986 $ 56,138 $ 20,848 37.1 % Income tax expense increased in fiscal 2024 primarily due to an increase in overall pre-tax income, increases in current year foreign Net Operating Losses (NOLs) subject to valuation allowances and an increase in non-deductible executive compensation subject to Section 162(m), partially offset by increases in the foreign-derived intangible income (FDII) deduction, and increased equity based-compensation deductions.
Critical Accounting Policies and Estimates Our significant accounting policies are described in “Note 2— Summary of Significant Accounting Policies ” in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Management makes estimates and judgments in preparing our consolidated financial statements.
Letters of credit outstanding under the Credit Agreement total $41.8 million. 75 Critical Accounting Policies and Estimates Our significant accounting policies are described in “Note 2— Summary of Significant Accounting Policies ” in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K. Management makes estimates and judgments in preparing our consolidated financial statements.
The following table summarizes the total value of new awards for the periods presented below (in thousands): Fiscal Year Ended December 31, 2024 December 31, 2023 December 31, 2022 Federal Solutions $ 3,880,290 $ 3,259,052 $ 1,921,123 Critical Infrastructure 3,158,982 2,737,728 2,353,598 Total Awards $ 7,039,272 $ 5,996,780 $ 4,274,721 The change in new awards from year to year is primarily due to ordinary course fluctuations in our business.
The following table summarizes the total value of new awards for the periods presented below (in thousands): Fiscal Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Federal Solutions $ 2,686,461 $ 3,880,290 $ 3,259,052 Critical Infrastructure 3,685,489 3,158,982 2,737,728 Total Awards $ 6,371,950 $ 7,039,272 $ 5,996,780 The change in new awards from year to year is primarily due to ordinary course fluctuations in our business.
Our operating cash flows are primarily affected by our ability to invoice and collect from our clients in a timely manner, our ability to manage our vendor payments and the overall profitability of our contracts. Net cash provided by operating activities increased $115.9 million to $523.6 million during 2024 compared to $407.7 million during 2023.
Our operating cash flows are primarily affected by our ability to invoice and collect from our clients in a timely manner, our ability to manage our vendor payments and the overall profitability of our contracts. Net cash provided by operating activities decreased $45.2 million to $478.4 million during 2025 compared to $523.6 million during 2024.
Claims revenue is related to amounts in excess of agreed contract price that we seek to collect from clients or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders that are either in dispute or are unapproved as to both price and scope, or other causes of unanticipated additional contract costs, including factors outside of our control, where we therefore believe we are entitled to additional compensation.
If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the quarter it is identified. 76 Claims revenue is related to amounts in excess of agreed contract price that we seek to collect from clients or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders that are either in dispute or are unapproved as to both price and scope, or other causes of unanticipated additional contract costs, including factors outside of our control, where we therefore believe we are entitled to additional compensation.
Letters of Credit We also have in place several secondary bank credit lines for issuing letters of credit, principally for foreign contracts, to support performance and completion guarantees. Letters of credit commitments outstanding under these bank lines aggregated $328.4 million as of December 31, 2024. Letters of credit outstanding under the Credit Agreement total $43.0 million.
Letters of Credit We also have in place several secondary bank credit lines for issuing letters of credit, principally for foreign contracts, to support performance and completion guarantees. Letters of credit commitments outstanding under these bank lines aggregated $356.2 million as of December 31, 2025.
Financing Activities Net cash provided by (used in) financing activities is primarily associated with proceeds from debt, the repayment thereof, transactions related to the Company’s common stock, and contributions by and distributions to noncontrolling interests. Net cash provided by (used in) financing activities increased by $240.6 million to $218.7 million in 2024 compared to $(21.9) million in 2023.
Financing Activities Net cash provided by (used in) financing activities is primarily associated with proceeds from debt, the repayment thereof, transactions related to the Company’s common stock, and contributions by and distributions to noncontrolling interests. Net cash used in financing activities changed by $432.8 million to $214.1 million used in 2025 compared to $218.7 million provided by in 2024.
The following table summarizes the value of our backlog at the respective dates presented (in thousands): As of December 31, 2024 December 31, 2023 December 31, 2022 Federal Solutions: Funded $ 1,712,627 $ 1,454,581 $ 1,257,537 Unfunded 2,961,356 3,490,781 3,586,791 Total Federal Solutions 4,673,983 4,945,362 4,844,328 Critical Infrastructure: Funded 4,167,611 3,578,902 3,280,701 Unfunded 52,321 68,007 54,216 Total Critical Infrastructure 4,219,932 3,646,909 3,334,917 Total Backlog (1) $ 8,893,915 $ 8,592,271 $ 8,179,245 (1) Difference between our backlog of $8.9 billion and our RUPO of $6.7 billion, each as of December 31, 2024, is due to (i) unissued task orders and unexercised option years, to the extent their issuance or exercise is probable, as well as (ii) contract awards, to the extent we believe contract execution and funding is probable.
The following table summarizes the value of our backlog at the respective dates presented (in thousands): As of December 31, 2025 December 31, 2024 December 31, 2023 Federal Solutions: Funded $ 1,853,658 $ 1,712,627 $ 1,454,581 Unfunded 2,298,073 2,961,356 3,490,781 Total Federal Solutions 4,151,731 4,673,983 4,945,362 Critical Infrastructure: Funded 4,523,891 4,167,611 3,578,902 Unfunded 41,166 52,321 68,007 Total Critical Infrastructure 4,565,057 4,219,932 3,646,909 Total Backlog (1) $ 8,716,788 $ 8,893,915 $ 8,592,271 (1) Difference between our backlog of $8.7 billion and our RUPO of $7.1 billion, each as of December 31, 2025, is due to (i) unissued task orders and unexercised option years, to the extent their issuance or exercise is probable, as well as (ii) contract awards, to the extent we believe contract execution and funding is probable.
The effect of a change order that is not distinct on the transaction price and our measure of progress for the performance obligation to which it relates is 76 recognized on a cumulative catch-up basis.
Change orders, which are a normal and recurring part of our business, are generally not distinct and are accounted for as part of the existing contract. The effect of a change order that is not distinct on the transaction price and our measure of progress for the performance obligation to which it relates is recognized on a cumulative catch-up basis.
This compares to an increase in cash and cash equivalents of $10.4 million to $272.9 million at December 31, 2023 from $262.5 million at December 31, 2022.
This compares to an increase in cash and cash equivalents of $180.6 million to $453.5 million at December 31, 2024 from $272.9 million at December 31, 2023.
December 31, 2024 December 31, 2023 December 31, 2022 Net income attributable to Parsons Corporation $ 235,053 $ 161,149 $ 96,664 Interest expense, net 40,154 29,306 22,219 Income tax expense (benefit) 76,986 56,138 39,657 Depreciation and amortization 99,251 119,973 120,501 Net income attributable to noncontrolling interests 55,612 46,766 29,901 Equity-based compensation 61,492 36,151 24,354 Transaction-related costs (a) 17,138 12,013 16,270 Convertible debt repurchase loss 18,355 - - Restructuring (b) - 1,244 213 Other (c) 912 1,933 3,003 Adjusted EBITDA $ 604,953 $ 464,673 $ 352,782 (a) Reflects costs incurred in connection with acquisitions, and other non-recurring transaction costs, primarily fees paid for professional services and employee retention.
December 31, 2025 December 31, 2024 December 31, 2023 Net income attributable to Parsons Corporation $ 241,139 $ 235,053 $ 161,149 Interest expense, net 44,424 40,154 29,306 Income tax expense 73,647 76,986 56,138 Depreciation and amortization 116,486 99,251 119,973 Net income attributable to noncontrolling interests 67,725 55,612 46,766 Equity-based compensation 40,225 61,492 36,151 Transaction-related costs (a) 18,205 17,138 12,013 Convertible debt repurchase loss - 18,355 - Restructuring (b) 2,653 - 1,244 Other (c) 4,802 912 1,933 Adjusted EBITDA $ 609,306 $ 604,953 $ 464,673 (a) Reflects costs incurred in connection with acquisitions, and other non-recurring transaction costs, primarily fees paid for professional services and employee retention.
The change in cash flows from financing activities is primarily driven by net cash inflows from our convertible bond transactions which generated $285.4 million in cash. See “Note 11 – Debt and Credit Facilities,” for a further discussion of these transactions.
The change in cash flows provided by (used in) financing activities is primarily driven by net cash inflows from our convertible bond transactions of $302.4 million for the year ended December 31, 2024. See “Note 11 – Debt and Credit Facilities,” for a further discussion of these transactions and proceeds from the term loan of $100 million.
Over time, we have experienced a relatively stable contract mix. The significant change in the contract mix for the year ended December 31, 2024 compared to the corresponding period last year relates to increased business volume from a significant fixed price contract in our Federal Solutions segment.
The significant change in the contract mix for the year ended December 31, 2025 compared to the corresponding period last year relates to decreased business volume from a fixed price contract from a confidential contract in our Federal Solutions segment.
Shares allocated to a participant’s account are fully vested after three years of credited service, or in the event(s) of reaching age 65, death or disability while an active employee, whichever occurs first. 80 A participant’s interest in their ESOP account is redeemable upon certain events, including retirement, death, termination due to permanent disability, a severe financial hardship following termination of employment, certain conflicts of interest following termination of employment, or the exercise of diversification rights Distributions from the ESOP of participants’ interests are made in our common stock based on quoted prices of a share of our common stock on the NYSE.
A participant’s interest in their ESOP account is redeemable upon certain events, including retirement, death, termination due to permanent disability, a severe financial hardship following termination of employment, certain conflicts of interest following termination of employment, or the exercise of diversification rights Distributions from the ESOP of participants’ interests are made in our common stock based on quoted prices of a share of our common stock on the NYSE.
Compared to time-and-materials and cost-plus contracts, fixed-price contracts generally offer higher profit margin opportunities because we receive the full benefit of any cost savings, but they also generally involve greater financial risk because we bear the risk of any cost overruns. In the aggregate, the contract type mix in our revenue for any given period will affect that period’s profitability.
Compared to 63 time-and-materials and cost-plus contracts, fixed-price contracts generally offer higher profit margin opportunities because we receive the full benefit of any cost savings, but they also generally involve greater financial risk because we bear the risk of any cost overruns.
Our working capital (current assets less current liabilities) was $546.8 million at December 31, 2024, $726.6 million at December 31, 2023 and $611.7 million at December 31, 2022. Our cash and cash equivalents increased by $180.6 million to $453.5 million at December 31, 2024 from $272.9 million at December 31, 2023.
Our working capital (current assets less current liabilities) was $1.2 billion at December 31, 2025, $546.8 million at December 31, 2024 and $726.6 million at December 31, 2023. Our cash and cash equivalents increased by $12.8 million to $466.4 million at December 31, 2025 from $453.5 million at December 31, 2024.
Our effective tax rate was 21.3% and 23.9% for the years ended December 31, 2023 and 2022, respectively.
Our effective tax rate was 19.3% and 20.9% for the years ended December 31, 2025 and 2024, respectively.
The difference between the statutory U.S. federal income tax rate of 21% and the effective tax rate for the year ended December 31, 2023 primarily relates to state income taxes, valuation allowance on foreign tax credit carryovers originating from foreign withholding taxes offset in part by 69 benefits related to income attributable to noncontrolling interests, earnings in lower tax jurisdictions, the FDII deduction, and federal business tax credits.
The difference between the statutory U.S. federal income tax rate of 21% and the effective tax rate for the year ended December 31, 2025 primarily relates to state income taxes, valuation allowances and executive compensation subject to Section 162(m), offset by benefits related to untaxed income attributable to noncontrolling interests, earnings subject to lower tax in foreign jurisdictions, and federal business tax credits.
The following table shows Adjusted EBITDA attributable to Parsons Corporation for each of our reportable segments and Adjusted EBITDA attributable to noncontrolling interests: Fiscal Year Ended (U.S. dollars in thousands) December 31, 2024 December 31, 2023 December 31, 2022 Federal Solutions Adjusted EBITDA attributable to Parsons Corporation $ 415,338 $ 289,250 $ 199,004 Critical Infrastructure Adjusted EBITDA attributable to Parsons Corporation 132,901 127,785 123,385 Adjusted EBITDA attributable to noncontrolling interests 56,714 47,638 30,393 Total Adjusted EBITDA $ 604,953 $ 464,673 $ 352,782 Year ended December 31, 2024 compared to year ended December 31, 2023 Federal Solutions The Year Ended Variance (U.S. dollars in thousands) December 31, 2024 December 31, 2023 Dollar Percent Revenue $ 4,007,114 $ 3,020,701 $ 986,413 32.7 % Adjusted EBITDA attributable to Parsons Corporation $ 415,338 $ 289,250 $ 126,088 43.6 % The increase in Federal Solutions revenue for the year ended December 31, 2024 compared to the corresponding period last year was primarily related to organic growth of 30% and $73.6 million from business acquisitions.
Year ended December 31, 2024 compared to year ended December 31, 2023 Federal Solutions The Year Ended Variance (U.S. dollars in thousands) December 31, 2024 December 31, 2023 Dollar Percent Revenue $ 4,007,114 $ 3,020,701 $ 986,413 32.7 % Adjusted EBITDA attributable to Parsons Corporation $ 415,338 $ 289,250 $ 126,088 43.6 % The increase in Federal Solutions revenue for the year ended December 31, 2024 compared to the corresponding period last year was primarily related to organic growth of 30% and $73.6 million from business acquisitions.
Our ability to effectively deliver on project engagements and successfully assist our customers affects our ability to win new contracts and drives our financial performance. Acquired Operations BCC Engin eering, LLC On November 1, 2024, the Company acquired a 100% ownership interest in BCC Engineering, LLC ("BCC") a privately owned company, for $232.7 million.
Our ability to effectively deliver on project engagements and successfully assist our customers affects our ability to win new contracts and drives our financial performance. Acquired Operations Applied Sciences Consulting, Inc. On October 1, 2025, the Company acquired a 100% ownership interest in Applied Sciences Consulting, Inc. ("ASC"), a privately owned company, for $28.1 million from cash on hand.
Results of Operations Revenue Our revenue consists of both services provided by our employees and pass-through fees from subcontractors and other direct costs.
Results of Operations Revenue Our revenue consists of both services provided by our employees and pass-through fees from subcontractors and other direct costs. Our Federal Solutions segment derives revenue primarily from the U.S. federal government and our Critical Infrastructure segment derives revenue primarily from government and commercial customers.
Selling, general and administrative expenses Fiscal Year Ended Variance (U.S. dollars in thousands) December 31, 2023 December 31, 2022 Dollar Percent Selling, general and administrative expenses $ 869,905 $ 777,403 $ 92,502 11.9 % As a percentage of revenue, SG&A decreased by 2.5% to 16.0% for the year ended December 31, 2023 compared to 18.5% for the corresponding period last year.
Selling, general and administrative expenses Fiscal Year Ended Variance (U.S. dollars in thousands) December 31, 2025 December 31, 2024 Dollar Percent Selling, general and administrative expenses $ 1,016,043 $ 954,995 $ 61,048 6.4 % As a percentage of revenue, SG&A increased by 1.9% to 16.0% for the year ended December 31, 2025 compared to 14.1% for the corresponding period last year.
Organic growth was primarily due to the ramp up of recent awards including growth on a significant contract, growth of existing contracts, partially offset by the winding down of certain contracts.
Organic growth was primarily due to the ramp up of recent awards including growth on a significant contract, growth of existing contracts, partially offset by the winding down of certain contracts. Revenue for the year ended December 31, 2023 included incentive fees on two contracts of approximately $20 million that did not reoccur for the year ended December 31, 2024.
Other income, net primarily consists of gain or loss on sale of assets, sublease income. transaction gain or loss related to movements in foreign currency exchange rates, contingent consideration and convertible debt repurchase loss. 64 Year ended December 31, 2024 compared to year ended December 31, 2023 The following table sets forth our results of operations for fiscal 2024 and fiscal 2023 as a percentage of revenue.
Other income, net primarily consists of gain or loss on sale of assets, sublease income. transaction gain or loss related to movements in foreign currency exchange rates, contingent consideration and convertible debt repurchase loss.
In 2021 the Organization for Economic Co-operation and Development (OECD) announced an inclusive Framework on Base Erosion and Profit Shifting (BEPS) including Pillar Two Model Rules defining the global minimum tax, also known as the Global Anti-Base Erosion (GloBE), which aims to ensure that multinational enterprises (MNEs) pay a 15% minimum level of tax regardless of where the MNE operates.
The Company continues to evaluate the implementation of the Organization for Economic Co-operation and Development’s (OECD) Global Anti-Base Erosion (GloBE) rules, which aim to ensure that multinational enterprises (MNEs) pay a 15% minimum level of tax regardless of where the MNE operates.
We are required to consolidate these joint ventures if we hold the majority voting interest or if we meet the criteria under the consolidation model as described below.
Consolidation of Joint Ventures and Variable Interest Entities We participate in joint ventures, which include partnerships and partially owned limited liability corporations, to bid, negotiate and complete specific projects. We are required to consolidate these joint ventures if we hold the majority voting interest or if we meet the criteria under the consolidation model as described below.
The Repurchase Transaction is a partial repurchase of our Convertible Senior Notes due 2025.
The Repurchase Transaction is a partial repurchase of our Convertible Senior Notes due 2025. See “Note 11 – Debt and Credit Facilities,” for a further discussion of this transaction .
The increase in Federal Solutions Adjusted EBITDA attributable to Parsons Corporation for the year ended December 31, 2023 compared to the prior year was primarily due to the factors impacting revenue discussed above and non-recurring incentive fees of approximately $20 million.
The decrease in Federal Solutions Adjusted EBITDA attributable to Parsons Corporation for the year ended December 31, 2025 compared to the prior year was primarily due to the factors impacting revenue discussed above and an increase in SG&A including investments made in key personnel and bid and proposal activity on strategic pursuits.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeAs a result of this natural hedge, we generally do not need to hedge foreign currency cash flows for contract work performed.
Biggest changeWe limit exposure to foreign currency fluctuations in most of our contracts through provisions that require client payments in currencies corresponding to the currency in which costs are incurred. As a result of this natural hedge, we generally do not need to hedge foreign currency cash flows for contract work performed.
Borrowings under the Revolving Credit Facility effective June 2021 bear interest at either an adjusted 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%, both based on the leverage ratio of the Company at the end of each quarter.
Borrowings under the Revolving Credit Facility effective June 2025 bear interest at either an adjusted 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%, both based on the leverage ratio of the Company at the end of each quarter.
Item 7A. Qualitative and Quantita tive Disclosure About Market Risk Interest Rate Risk We are exposed to interest rate risks related to the Company’s Revolving Credit Facility and Delayed Draw Term Loan. As of December 31, 2024 and December 31, 2023, there were no amounts outstanding under the Revolving Credit Facility.
Item 7A. Qualitative and Quantita tive Disclosure About Market Risk Interest Rate Risk We are exposed to interest rate risks related to the Company’s Revolving Credit Facility and Term Loan. As of December 31, 2025 and December 31, 2024, there were no amounts outstanding under the Revolving Credit Facility.
Borrowings under the 2022 Delayed Draw 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.
Borrowings under the Term Loan Agreement effective June 2025 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.
As of December 31, 2024, there was $350.0 million outstanding under the 2022 Delayed Draw Term Loan.
As of December 31, 2025, there was $450.0 million outstanding under the Term Loan Agreement.
Removed
The Company will pay a ticking fee on unused term loan commitments at a rate of 0.175% commencing with the date that is ninety (90) days after the Closing Date. The interest rate at December 31, 2024 and December 31, 2023 was 5.6% and 6.6%, respectively.
Added
The interest rate at December 31, 2025 and December 31, 2024 was 4.8% and 5.6% (prior facility), respectively. See “Note 11 – Debt and Credit Facilities,” for a further discussion of the Company's debt. Foreign Currency Exchange Risk We are exposed to foreign currency exchange rate risk resulting from our operations outside of the U.S.
Removed
Foreign Currency Exchange Risk We are exposed to foreign currency exchange rate risk resulting from our operations outside of the U.S. We limit exposure to foreign currency fluctuations in most of our contracts through provisions that require client payments in currencies corresponding to the currency in which costs are incurred.

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