Form 8-K

8-K — PARSONS CORP

Accession: 0001193125-26-322054

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0000275880

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — psn-20260729.htm (Primary)

EX-99.1 (psn-ex99_1.htm)

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XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: psn-20260729.htm · Sequence: 1

8-K

false000027588000002758802026-07-292026-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 29, 2026

Parsons Corporation

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-07782

95-3232481

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

14291 Park Meadow Drive, Suite 100

Chantilly, Virginia

20151

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (703) 988-8500

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $1 par value

PSN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On July 29, 2026, Parson Corporation (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026 and certain other financial information. A copy of the press release is attached to this Form 8-K as Exhibit 99.1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

The following exhibit is furnished as part of this Report pursuant to Item 2.02

99.1 Press Release Dated July 29, 2026, announcing the Company’s financial results for the quarter ended June 30, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

The information disclosed pursuant to Items 2.02 and 9.01 in this Current Report on Form 8-K, including the exhibit, shall not be deemed “filed” for the purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, the information disclosed pursuant to Items 2.02 and 9.01 of this Current Report on Form 8-K, including the exhibit, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, of the Securities Exchange Act of 1934, as amended

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Parsons Corporation

Date:

July 29, 2026

By:

/s/ Matthew M. Ofilos

Matthew M. Ofilos

Chief Financial Officer

EX-99.1

Filename: psn-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Parsons* third quarter earnings press release

Parsons Reports Second Quarter 2026 Results

Key Takeaways

▪

Continued strong demand with 24% year-over-year increase in contract awards and a 1.2x book-to-bill ratio for the quarter, positioning the company for continued success

▪

Middle East resiliency with 10% organic revenue growth and a 1.1x book-to-bill ratio

▪

Portfolio-shaping initiatives implemented to prioritize profitable, sustainable growth and enhance long-term shareholder value

Q2 2026 Financial Highlights

▪

Book-to-bill ratio of 1.2x, exceeded 1.0x in both segments and continued streak of TTM book-to-bill ratio of 1.0x or greater in every quarter since 2019 IPO. Federal Solutions bookings increase 51% year-over-year

▪

Significant Q2 2026 wins underscore Parsons strategic positioning and technology leadership

▪

Q2 revenue of $1.6 billion decreased 1% year-over-year and 5% on an organic basis, in-line with expectations

▪

Revenue growth of 8% excluding confidential contract and portfolio-shaping actions; 3% on an organic basis

▪

Net income of ($15 million) decreased $70 million year-over-year. Net income was impacted by a net loss of $85 million on programs relating to the company’s portfolio-shaping actions and charges on a joint venture program

▪

Adjusted EBITDA decreased 72% to $42 million. Excluding $118 million of charges, adjusted EBITDA of $161 million increased 8% year-over-year

▪

Adjusted EBITDA margin contracted 670 basis points to 2.7%. Excluding the impact of charges, adjusted EBITDA increased 70 basis points to 10.1%

▪

Total and funded backlog increased to $9.3 billion and $6.6 billion, respectively

▪

Revising fiscal year 2026 guidance ranges

Chantilly, VA – July 29, 2026 Parsons Corporation (NYSE: PSN) today announced financial results for the second quarter ended June 30, 2026.

CEO Commentary

“Our second quarter results highlight the demand for our solutions and the effectiveness of our strategy in a dynamic macro environment,” said Carey Smith, chair, president, and chief executive officer. "Parsons delivered strong book-to-bill ratios in both segments, achieved profitable growth in its core business, and secured strategic contract wins for long-term success. The Middle East business performed exceptionally well despite regional conflict, posting a 1.1x book-to-bill ratio and 10% organic revenue growth, demonstrating strong alignment with regional spending priorities.

During the quarter, Parsons took decisive portfolio-shaping actions to focus on profitable and sustainable growth. These steps, combined with robust risk management and enhanced bid discipline, further strengthen the company’s market position and margin profile. Looking ahead, we believe Parsons’ strong backlog, robust pipeline, high win rates, and differentiated technology capabilities—especially in advanced AI, cyber, and electronic warfare—position the company to drive profitable growth and deliver long-term shareholder value."

Second Quarter 2026 Results

Year-over-Year Comparisons (Q2 2026 vs. Q2 2025)

Total revenue for the second quarter of 2026 decreased by $8 million, or 1%, to $1.6 billion and was down 5% on an organic basis. Excluding the company's confidential contract and portfolio-shaping actions, total revenue increased 8% and organic revenue increased 3% driven by our Transportation, Space and Missile Defense, and Urban Development markets. Operating income decreased 99% to $1 million primarily due to losses on programs the company plans to divest and charges on a joint venture program. Net income decreased 128% to ($15 million) as a result of these same

parsons.com

factors. GAAP diluted earnings per share (EPS) attributable to Parsons was ($0.14) in the second quarter of 2026, compared to $0.50 in the prior year period.

Adjusted EBITDA including noncontrolling interests for the second quarter of 2026 was $42 million, a 72% decrease over the prior year period, reflecting $118 million in charges related to portfolio actions and a joint venture program charge. Adjusted EBITDA margin contracted 670 basis points to 2.7% compared to 9.4% in the second quarter of 2025. These decreases were driven by the items that impacted operating income noted above. Excluding these charges, adjusted EBITDA increased 8% to $161 million and adjusted EBITDA margin expanded 70 basis points to 10.1%. These increases were driven by improved infrastructure margins and contributions from accretive acquisitions. Adjusted diluted EPS was $(0.06) in the second quarter of 2026, compared to $0.78 in the second quarter of 2025. The year-over-year adjusted diluted EPS decrease was driven by the same portfolio and joint venture charges affecting operating income.

parsons.com

Segment Results

Critical Infrastructure Segment

Critical Infrastructure Year-over-Year Comparisons (Q2 2026 vs. Q2 2025)

Three Months Ended

Growth

Six Months Ended

Growth

(in millions)

June 30, 2026

June 30, 2025

Dollars/

Percent

June 30, 2026

June 30, 2025

Dollars/

Percent

Revenue

815

779

1,548

1,491

Adjusted EBITDA

(26

)

(32

135

155

(20

)

(13

Adjusted EBITDA margin

6.9

10.5

(3.6

(34

8.7

10.4

(1.7

(16

Second quarter 2026 Critical Infrastructure revenue increased $36 million, or 5%, from the second quarter of 2025. This increase was driven by organic growth of 4% and inorganic revenue contributions from the company's Applied Sciences acquisition. Organic growth was primarily driven by strong performance in the Middle East where revenue grew 10%.

Second quarter 2026 adjusted EBITDA including noncontrolling interests decreased by $26 million, or (32%), compared to the prior year period, and includes $41 million of joint venture-related charges. Adjusted EBITDA margin contracted 360 basis points to 6.9% from 10.5% in the prior year period. Excluding these charges, adjusted EBITDA increased 18% to $97 million and adjusted EBITDA margin expanded 140 bps to 11.9%. These increases were driven by accretive growth in the Middle East and improved mix in North America on higher Parsons’ labor contributions.

Federal Solutions Segment

Federal Solutions Year-over-Year Comparisons (Q2 2026 vs. Q2 2025)

Three Months Ended

Growth

Six Months Ended

Growth

(in millions)

June 30, 2026

June 30, 2025

Dollars/

Percent

June 30, 2026

June 30, 2025

Dollars/

Percent

Revenue

761

805

(45

)

1,519

1,648

(129

)

Adjusted EBITDA

(14

)

(81

)

(121

143

(85

)

(59

Adjusted EBITDA margin

(1.8

8.3

(10.1

(122

3.8

8.7

(4.9

(56

Second quarter 2026 revenue decreased $45 million, or 6%, compared to the prior year period and 14% on an organic basis. Excluding the company's confidential contract and portfolio-shaping actions, Federal Solutions' revenue increased 11% and 2% on an organic basis. These increases were driven by our Space and Missile Defense and Transportation markets, and contributions from our Altamira and Chesapeake Technologies acquisitions.

Second quarter 2026 Federal Solutions adjusted EBITDA including noncontrolling interests decreased by $81 million, or 121%, compared to the prior year period, and includes $77 million in charges related to programs planned for divestiture. Adjusted EBITDA margin decreased to (1.8%) from 8.3% in the prior year period. Excluding these charges, adjusted EBITDA decreased 5% to $64 million and adjusted EBITDA margin declined 10 bps to 8.2%. These decreases were primarily driven by lower volume on the company's fixed-price confidential contract and higher volume of materials and subcontract efforts diluting margins.

Second Quarter 2026 Key Performance Indicators

▪

Book-to-bill ratio: 1.2x on net bookings of $1.9 billion.

▪

Book-to-bill ratio (trailing twelve-months): 1.1x on net bookings of $7.0 billion.

▪

Total backlog: $9.3 billion, up $314 million from Q2 2025. Funded backlog of $6.6 billion represents 71% of total backlog.

parsons.com

▪

Cash flow from operating activities: Q2 2026 of $58 million compared to $160 million in second quarter of 2025. Cash flow decreased from the prior year period primarily due to the proactive investment of memory and storage inventory for high-margin, high-demand products aligned with national security priorities, and the timing of customer payments.

Significant Contract Wins

Parsons continues to win new business across both segments. During the second quarter of 2026, the company won five single-award contracts worth more than $100 million each.

▪

Awarded a two-year, $514 million contract extension under the Missile Defense Agency’s (MDA) Technical, Engineering, Advisory, and Management Support (TEAMS) – Next Systems Engineering contract. This award exercises the second option period and extends Parsons’ more than four-decade partnership with the MDA. Under the contract, Parsons will continue to deliver advanced engineering for the integrated Missile Defense System (MDS). The company booked $195 million on this contract during the second quarter.

▪

Awarded $400 million in Other Transaction Agreements, each with a three-year period of performance. The company booked $125 million under these contracts during the second quarter. These new OTAs reflect demand for our mission-critical defense and intelligence solutions, and confidence in our ability to rapidly deliver.

▪

Awarded a five-year, $245 million indefinite delivery, indefinite quantity contract from the U.S. Naval Research Laboratory. Under this contract, Parsons will design, test, maintain, and enhance mission-critical software modules, and provide configuration control and cybersecurity for space and ground systems supporting national security missions. The company booked $71 million under this contract during the second quarter.

▪

Awarded a new seven-year, single-award indefinite delivery, indefinite quantity contract with a ceiling value of $184 million to support the Department of Navy’s Intelligence Carry-On Program. This contract represents new work for the company and supports the rapid delivery of innovative capabilities that enhance speed and agility for the warfighter. The company booked $26 million on this contract during the second quarter.

▪

Received an additional $161 million to continue serving as the Main Construction Manager for remediation projects on the Giant Mine program in Canada, known as one of the largest and most complex mine reclamation projects in the world. The company booked the full amount during the second quarter.

▪

Awarded over $160 million across two classified contracts - one focused on national security and the other on cybersecurity. The company booked $78 million on these contracts during the second quarter.

▪

Awarded $84 million by the New York City Department of Environmental Protection for the Newtown Creek Combined Sewer Overflow Storage Tunnel project in New York City. Parsons serves as a member of Newtown Creek CSO Partners, a joint venture with AECOM and EPC Consultants Inc., supporting the delivery of a major underground infrastructure program designed to eliminate untreated sewer discharges into local waterways. Under the 16-year program, which represents one of New York City’s most significant wastewater infrastructure investments, Parsons will provide construction management (CM) services for the large-diameter storage tunnel, tunnel dewatering pump station, and other structures, drawing on its experience delivering complex tunnel and sewer programs in dense urban environments. The company booked the full amount during the second quarter.

▪

Awarded an additional $73 million contract in support of the Air Force Research Laboratory’s Global Application Research, Development, Engineering and Maintenance (GARDEM) mission. The contract is the fourth in support of GARDEM in 2026, bringing Parsons’ total awards to $218 million. Under this contract, Parsons will perform research and development and operations and maintenance (O&M) across GARDEM 2 enterprise platform and mission application software baselines, including Platform and Mission Application support for field sites and existing installations. The company booked $5 million on this contract during the second quarter.

parsons.com

▪

During the quarter, U.S. Cyber Command expressed their intent to increase the Joint Cyber Hunt Kit, or JCHK, contract ceiling to $750 million. This is a powerful testament to the company's ability to deliver advanced, deployable hardware and software solutions at scale.

Additional Corporate Highlights

Parsons continues to be recognized as a leading global infrastructure company, receiving multiple awards for project excellence. During the quarter, the company was recognized as a global industry leader for Program Management by Engineering News-Record and received multiple awards from the American Council of Engineering Companies for its innovative solutions. Parsons was also recognized for being a top employer for military veterans.

▪

Recognized by Engineering News-Record as one of the top three global companies in each of their 2026 rankings: Program Management, Professional Services, and Program/Construction Management for Fee. These rankings reflect the company’s worldwide reputation and ability to successfully win and execute infrastructure programs.

▪

Received two prestigious 2026 National Recognition Engineering Excellence Awards by the American Council of Engineering Companies (ACEC) for the Gulfport Redevelopment Project at the Gulfport Job Corps Center and the Twin Ports Interchange Final Design. The Twin Ports Interchange project also received a Grand Award and placed third in the Grand Conceptor category in the 2026 ACEC of Minnesota Engineering Excellence Awards.

▪

Honored with a 2026 Award of Excellence in Steel Construction in the infrastructure category by the Canadian Institute of Steel Construction for the Kicking Horse Canyon Phase 4 project in British Columbia.

▪

Recognized as a 2026 VETS Indexes 5 Star Employer for its strong commitment to recruiting, hiring, retaining, developing, and supporting veterans and the military-connected community. This marks the fourth consecutive year of VETS Index Employer Awards recognition.

Fiscal Year 2026 Guidance

The company is updating its fiscal year 2026 revenue, adjusted EBITDA, and operating cash flow guidance ranges. The table below summarizes the company’s fiscal year 2026 guidance.

Current Fiscal Year

2026 Guidance

Prior Fiscal Year

2026 Guidance

Revenue

$6.2 billion - $6.5 billion

$6.5 billion - $6.8 billion

Adjusted EBITDA including

non-controlling interest

$500 million - $560 million

$615 million - $675 million

Cash Flow from Operating Activities

$430 million - $490 million

$470 million - $530 million

We have not provided a reconciliation of our Adjusted EBITDA guidance because the information needed to reconcile this measure is unavailable due to the inherent difficulty of forecasting the timing or amount of various items that have not yet occurred which may be significant. Additionally, estimating such GAAP measure and providing a meaningful reconciliation for future periods requires a level of precision that is unavailable for these future periods and cannot be accomplished without unreasonable effort.

Conference Call Information

Parsons will host a conference call today, July 29, 2026, at 8:00 a.m. ET to discuss the financial results for its second quarter 2026.

parsons.com

Access to a webcast of the live conference call can be obtained through the Investor Relations section of the company's website (https://investors.parsons.com). Those parties interested in participating via telephone may register on the Investor Relations website or by clicking here.

A replay will be available on the company's website approximately two hours after the conference call and continuing for one year.

About Parsons Corporation

Parsons (NYSE: PSN) is a leading disruptive technology provider in the national security and global infrastructure markets, with capabilities across cyber and electronic warfare, space and missile defense, transportation, water and environment, urban development, and critical infrastructure protection. Please visit Parsons.com and follow us on LinkedIn and Facebook to learn how we’re making an impact.

Forward-Looking Statements

This Earnings Release contains forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. Forward-looking statements generally relate to future events or our future financial or operating performance. Words or phrases such as “may”, “will”, “should”, “expects”, “plans”, “anticipates”, “could”, “intends”, “target”, “projects”, “contemplates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these words or other similar terms or expressions are intended to identify forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, without limitation, the factors listed under “Risk Factors” in the Company’s Form 10-K for the year ended December 31, 2025, and subsequent filings with the U.S. Securities and Exchange Commission, as well as the following: any issue that compromises our relationships with the U.S. federal government or its agencies or other state, local or foreign governments or agencies; any issues that damage our professional reputation; changes in governmental priorities that shift expenditures away from agencies or programs that we support; volatility of government budgets and funding; our dependence on the award, maintenance and renewal of long-term government contracts, which are subject to the government’s budgetary approval process; our ability to successfully and timely perform our contractual obligations; the size of our addressable markets and the amount of government spennding on private contractors; failure by us or our employees to obtain and maintain necessary security clearances or certifications; failure to comply with numerous laws and regulations; changes in government procurement, contract or other practices or the adoption by governments of new laws, rules, regulations and programs in a manner adverse to us; the termination or nonrenewal of our government contracts, particularly our contracts with the U.S. federal government; our ability to compete effectively in the competitive bidding process and delays, contract terminations or cancellations caused by competitors’ protests of major contract awards received by us; our ability to generate revenue under certain of our contracts; any inability to attract, train or retain employees with the requisite skills, experience and security clearances; the loss of members of senior management or failure to develop new leaders; underperformance, misconduct or other improper activities of our employees or subcontractors; our ability to realize the full value of our backlog and the timing of our receipt of revenue under contracts included in backlog; changes in the mix of our contracts, including the impact of contract divestments and program exits, and our ability to accurately estimate or otherwise recover expenses, time and resources for our contracts; changes in estimates used in recognizing revenue; internal system or service failures and cyber or other security breaches; and inherent uncertainties and potential adverse developments in legal proceedings including litigation, audits, reviews and investigations, which may result in materially adverse judgments, settlements or other unfavorable outcomes.

parsons.com

Forward-looking statements are primarily based on our current estimates, assumptions, expectations and projections. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, many of which are beyond our control and difficult to predict. All forward-looking statements are based on currently available information and speak only as of the date on which they are made. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. We undertake no obligation to update any forward-looking statements to subsequent events, new information or otherwise, except as required in connection with our ongoing requirements under federal securities laws.

Media:

Investor Relations:

Bryce McDevitt

Dave Spille

Parsons Corporation

(703) 851-4425

(571) 775-0408

Bryce.McDevitt@Parsons.com

Dave.Spille@Parsons.us

parsons.com

PARSONS CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Revenue

1,575,867

1,584,323

3,067,043

3,138,683

Direct cost of contracts

1,280,629

1,235,970

2,414,385

2,436,347

Equity in losses of unconsolidated joint ventures

(33,748

)

(642

)

(27,592

)

(1,329

)

Selling, general and administrative expenses

260,195

252,050

528,097

496,113

Operating income

1,295

95,661

96,969

204,894

Interest income

565

1,068

2,376

3,210

Interest expense

(16,386

)

(12,569

)

(32,384

)

(24,815

)

Other income, net

18,283

5,019

18,094

6,654

Total other income (expense)

2,462

(6,482

)

(11,914

)

(14,951

)

Income before income tax expense

3,757

89,179

85,055

189,943

Income tax benefit (expense)

(4,222

)

(18,690

)

(20,309

)

(37,667

)

Net (loss) income including noncontrolling interests

(465

)

70,489

64,746

152,276

Net income attributable to noncontrolling interests

(14,754

)

(15,259

)

(27,039

)

(30,843

)

Net (loss) income attributable to Parsons Corporation

(15,219

)

55,230

37,707

121,433

Earnings per share:

Basic

(0.14

)

0.52

0.35

1.14

Diluted

(0.14

)

0.50

0.35

1.10

Weighted average number shares used to compute basic and diluted EPS

(In thousands) (Unaudited)

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Basic weighted average number of shares outstanding

106,982

106,997

107,082

106,914

Dilutive effect of stock-based awards

700

1,205

918

1,414

Dilutive effect of warrants

223

Dilutive effect of convertible senior notes

1,893

2,006

Diluted weighted average number of shares outstanding

107,682

110,102

108,014

110,557

Net income available to shareholders used to compute diluted EPS as a result of adopting the if-converted method in connection with the Convertible Senior Notes

(In thousands) (Unaudited)

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net (loss) income attributable to Parsons Corporation

(15,219

)

55,230

37,707

121,433

Convertible senior notes if-converted method interest adjustment

108

Diluted net (loss) income attributable to Parsons Corporation

(15,219

)

55,284

37,707

121,541

parsons.com

PARSONS CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share information)

June 30, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents (including $79,806 and $153,144 Cash of consolidated joint ventures)

266,044

466,388

Accounts receivable, net (including $356,033 and $337,270 Accounts receivable of consolidated joint ventures)

1,146,226

1,124,417

Contract assets (including $48,953 and $41,318 Contract assets of consolidated joint ventures)

1,062,280

915,806

Prepaid expenses and other current assets (including $16,942 and $11,145 Prepaid expenses and other current assets of consolidated joint ventures)

228,495

176,932

Assets held for sale

17,233

Total current assets

2,720,278

2,683,543

Property and Equipment, net (including $2,334 and $2,488 Property and equipment of consolidated joint ventures)

159,507

151,061

Right of use assets, operating leases (including $3,744 and $4,482 Right of use assets, operating leases of consolidated joint ventures)

147,854

126,770

Goodwill

2,421,427

2,186,650

Investments in and advances to unconsolidated joint ventures

153,328

148,640

Intangible assets, net

384,179

325,880

Deferred tax assets

61,077

88,191

Other noncurrent assets

59,296

58,799

Total assets

6,106,946

5,769,534

Liabilities and Shareholders' Equity

Current liabilities:

Accounts payable (including $49,525 and $58,914 Accounts payable of consolidated joint ventures)

246,895

250,514

Accrued expenses and other current liabilities (including $184,251 and $195,747 Accrued expenses and other current liabilities of consolidated joint ventures)

940,534

884,445

Contract liabilities (including $44,283 and $44,802 Contract liabilities of consolidated joint ventures)

346,576

340,113

Short-term lease liabilities, operating leases (including $2,041 and $2,395 Short-term lease liabilities, operating leases of consolidated joint ventures)

40,308

45,353

Income taxes payable

2,102

11,239

Liabilities held for sale

60,725

Total current liabilities

1,637,140

1,531,664

Long-term employee incentives

26,923

30,834

Long-term debt

1,474,048

1,237,816

Long-term lease liabilities, operating leases (including $1,699 and $2,083 Long-term lease liabilities, operating leases of consolidated joint ventures)

120,296

94,044

Deferred tax liabilities

10,076

12,159

Other long-term liabilities

90,694

95,345

Total liabilities

3,359,177

3,001,862

Contingencies (Note 12)

Shareholders' equity:

Common stock, $1 par value; authorized 1,000,000,000 shares; 145,506,001 and 145,676,335 shares issued; 57,556,643 and 56,103,965 public shares outstanding; 49,241,105 and 50,864,117 ESOP shares outstanding

145,506

145,676

Treasury stock, 38,708,253 shares at cost

(793,002

)

(792,638

)

Additional paid-in capital

2,611,828

2,648,730

Retained earnings

694,530

661,173

Accumulated other comprehensive loss

(27,443

)

(20,921

)

Total Parsons Corporation shareholders' equity

2,631,419

2,642,020

Noncontrolling interests

116,350

125,652

Total shareholders' equity

2,747,769

2,767,672

Total liabilities and shareholders' equity

6,106,946

5,769,534

parsons.com

PARSONS CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

For the Six Months Ended

June 30, 2026

June 30, 2025

Cash flows from operating activities:

Net income including noncontrolling interests

64,746

152,276

Adjustments to reconcile net income to net cash used in operating activities

Depreciation and amortization

72,563

55,995

Amortization of debt issue costs

2,446

2,611

Loss (gain) on disposal of property and equipment

1,000

Loss (gain) on sale of business

(19,300

)

Deferred taxes

1,921

2,225

Foreign currency transaction gains and losses

1,800

(5,171

)

Equity in losses (earnings) of unconsolidated joint ventures

27,592

1,329

Return on investments in unconsolidated joint ventures

13,062

15,907

Stock-based compensation

22,401

22,926

Contributions of treasury stock

39,130

35,382

Changes in assets and liabilities, net of acquisitions and consolidated

joint ventures:

Accounts receivable

(5,478

)

(31,905

)

Contract assets

(157,998

)

(84,802

)

Prepaid expenses and other assets

(55,126

)

(7,544

)

Accounts payable

(7,266

)

62,462

Accrued expenses and other current liabilities

15,022

(94,320

)

Contract liabilities

68,430

14,472

Income taxes

(10,217

)

5,828

Other long-term liabilities

(20,844

)

280

Net cash provided by operating activities

53,884

148,014

Cash flows from investing activities:

Capital expenditures

(31,053

)

(22,909

)

Proceeds from sale of property and equipment

Proceeds from sale of business

23,966

Payments for acquisitions, net of cash acquired

(330,123

)

(117,858

)

Investments in unconsolidated joint ventures

(56,859

)

(35,496

)

Return of investments in unconsolidated joint ventures

7,578

11,920

Net cash used in investing activities

(386,491

)

(164,308

)

Cash flows from financing activities:

Proceeds from borrowings under credit agreement

454,900

243,700

Repayments of borrowings under credit agreement

(220,900

)

(243,700

)

Repurchases of convertible notes due 2025

(28,486

)

Proceeds from term loan

450,000

Repayment of delayed draw term loan

(350,000

)

Payments for debt issuance costs

(2,571

)

Contributions by noncontrolling interests

234

327

Distributions to noncontrolling interests

(36,575

)

(45,055

)

Repurchases of common stock

(49,989

)

(39,994

)

Taxes paid on vested stock

(19,932

)

(18,210

)

Redemption of warrants

)

Proceeds from issuance of common stock

5,700

4,796

Net cash (used in) provided by financing activities

133,434

(29,193

)

Effect of exchange rate changes

(1,171

)

3,266

Net increase (decrease) in cash, cash equivalents, and restricted cash

(200,344

)

(42,221

)

Cash, cash equivalents and restricted cash:

Beginning of year

466,388

453,548

End of period

266,044

411,327

parsons.com

Contract Awards

(in thousands)

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Federal Solutions

985,300

650,770

2,016,634

1,395,479

Critical Infrastructure

883,666

855,275

1,910,741

1,877,072

Total Awards

1,868,966

1,506,045

3,927,375

3,272,551

Backlog

(in thousands)

June 30, 2026

June 30, 2025

Federal Solutions:

Funded

1,868,875

1,816,590

Unfunded

2,636,203

2,656,547

Total Federal Solutions

4,505,078

4,473,137

Critical Infrastructure:

Funded

4,712,089

4,421,015

Unfunded

39,726

48,886

Total Critical Infrastructure

4,751,815

4,469,901

Total Backlog

9,256,893

8,943,038

Book-To-Bill Ratio1:

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Federal Solutions

1.3

0.8

1.3

0.8

Critical Infrastructure

1.1

1.2

1.3

Overall

1.2

1.0

1.3

1.0

1 Book-to-Bill ratio is calculated as total contract awards divided by total revenue for the period.

parsons.com

Non-GAAP Financial Information

The tables under "Parsons Corporation Inc. Reconciliation of Non-GAAP Measures" present Adjusted Net Income attributable to Parsons Corporation, Adjusted Earnings per Share, Earnings before Interest, Taxes, Depreciation, and Amortization (“EBITDA”), Adjusted EBITDA, EBITDA Margin, and Adjusted EBITDA Margin, reconciled to their most directly comparable GAAP measure. These financial measures are calculated and presented on the basis of methodologies other than in accordance with U.S. generally accepted accounting principles ("Non-GAAP Measures"). Parsons has provided these Non-GAAP Measures to adjust for, among other things, the impact of amortization expenses related to our acquisitions, costs associated with a loss or gain on the disposal or sale of property, plant and equipment, restructuring and related expenses, costs associated with mergers and acquisitions, software implementation costs, legal and settlement costs, and other costs considered non-operational in nature. These items have been Adjusted because they are not considered core to the company’s business or otherwise not considered operational or because these charges are non-cash or non-recurring. The company presents these Non-GAAP Measures because management believes that they are meaningful to understanding Parsons’s performance during the periods presented and the company’s ongoing business. Non-GAAP Measures are not prepared in accordance with GAAP and therefore are not necessarily comparable to similarly titled metrics or the financial results of other companies. These Non-GAAP Measures should be considered a supplement to, not a substitute for, or superior to, the corresponding financial measures calculated in accordance with GAAP.

Normalized Financial Measures

In addition to the Non-GAAP Measures described above, for the second quarter of 2026, the company presents normalized Revenue, Net Income, Earnings Per Share (“EPS”), and Operating Cash Flow, each reconciled to its most directly comparable GAAP measure. The company also presents for the second quarter of 2026, normalized Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, and Adjusted EPS – Diluted, each of which is a non-GAAP Measure and is reconciled to the measure’s customary Non-GAAP presentation. These normalization adjustments exclude the effects of the portfolio-shaping actions and joint venture charges, as applicable and further described in this Earnings Release and the following reconciliation tables, which management does not consider indicative of the company’s core operating performance for the period presented. These adjustments may include non-recurring or unusual charges and gains, asset impairments, and other items that are not expected to occur regularly as part of the company’s normal operations. Management believes that excluding the effect of such items provides investors with supplemental information that facilitates period-to-period comparisons of operating performance and enhances an understanding of the company’s underlying business trends. These normalized financial measures should not be considered in isolation or as a substitute for, superior to, or more meaningful than their corresponding GAAP or customary non-GAAP financial measures, and may not be comparable to similarly titled measures used by other companies.

parsons.com

PARSONS CORPORATION

Non-GAAP Financial Information

Reconciliation of Net Income to Adjusted EBITDA

(in thousands)

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net income attributable to Parsons Corporation

(15,219

)

55,230

37,707

121,433

Interest expense, net

15,821

11,501

30,008

21,605

Income tax expense

4,222

18,690

20,309

37,667

Depreciation and amortization (a)

36,637

28,592

72,563

55,995

Net income attributable to noncontrolling interests

14,754

15,259

27,039

30,843

Equity-based compensation

10,077

11,519

19,531

18,622

Transaction-related costs (b)

(7,126

)

5,135

1,313

8,836

Restructuring (c)

2,361

Other (d)

(16,946

)

844

(15,321

)

545

Adjusted EBITDA

42,220

149,131

193,149

297,907

(a)

Depreciation and amortization for the three and six months ended June 30, 2026, is $27.5 million and $54.4 million, respectively in the Federal Solutions Segment and $9.1 million and $18.1 million, respectively in the Critical Infrastructure Segment. Depreciation and amortization for the three and six months ended June 30, 2025, is $20.1 million and $39.6 million, respectively in the Federal Solutions Segment and $8.5 million and $16.4 million, respectively in the Critical Infrastructure Segment.

(b)

Reflects costs incurred in connection with acquisitions and other non-recurring transaction costs, primarily fees paid for professional services and employee retention.

(c)

Reflects costs associated with and related to our corporate restructuring initiatives.

(d)

Includes a combination of gain on sale of business, gain/loss related to sale of fixed assets, software implementation costs, and other individually insignificant items that are non-recurring in nature.

parsons.com

PARSONS CORPORATION

Non-GAAP Financial Information

Computation of Adjusted EBITDA Attributable to Noncontrolling Interests

(in thousands)

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Federal Solutions Adjusted EBITDA attributable to Parsons Corporation

(13,786

)

67,072

57,767

142,604

Federal Solutions Adjusted EBITDA attributable to noncontrolling interests

Federal Solutions Adjusted EBITDA including noncontrolling interests

(13,763

)

67,083

57,807

142,666

Critical Infrastructure Adjusted EBITDA attributable to Parsons Corporation

41,007

66,193

107,908

124,380

Critical Infrastructure Adjusted EBITDA attributable to noncontrolling interests

14,976

15,855

27,434

30,861

Critical Infrastructure Adjusted EBITDA including noncontrolling interests

55,983

82,048

135,342

155,241

Total Adjusted EBITDA including noncontrolling interests

42,220

149,131

193,149

297,907

parsons.com

PARSONS CORPORATION

Non-GAAP Financial Information

Reconciliation of Net Income Attributable to Parsons Corporation to Adjusted Net Income Attributable to Parsons Corporation

(in thousands, except per share information)

Three Months Ended

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Net income attributable to Parsons Corporation

(15,219

)

55,230

37,707

121,433

Acquisition related intangible asset amortization

23,680

17,054

47,477

33,435

Equity-based compensation

10,077

11,519

19,531

18,622

Transaction-related costs (a)

(7,126

)

5,135

1,313

8,836

Restructuring (b)

2,361

Other (c)

(16,946

)

844

(15,321

)

545

Tax effect on adjustments

(1,296

)

(7,865

)

(11,905

)

(16,406

)

Adjusted net income attributable to Parsons Corporation

(6,830

)

84,278

78,802

168,826

Adjusted earnings per share:

Weighted-average number of basic shares outstanding

106,982

106,997

107,082

106,914

Weighted-average number of diluted shares outstanding (d)

107,682

108,202

108,000

108,328

Adjusted net income attributable to Parsons Corporation per basic share

(0.06

)

0.79

0.74

1.58

Adjusted net income attributable to Parsons Corporation per diluted share

(0.06

)

0.78

0.73

1.56

(a)

Reflects costs incurred in connection with acquisitions and other non-recurring transaction costs, primarily fees paid for professional services and employee retention.

(b)

Reflects costs associated with and related to our corporate restructuring initiatives.

(c)

(d)

Excludes dilutive effect of convertible senior notes due 2025 due to bond hedge.

parsons.com

PARSONS CORPORATION

Non-GAAP Financial Information

Reconciliation of Reported GAAP Results to Adjusted Results on a Normalized Basis(a)

(in thousands, except per share information)

Q2 2026

As Reported (GAAP)

Federal Charge

and Divestitures

Infrastructure

JV Charge

Q2 2026

Adjusted Results (non-GAAP)

Federal Solutions revenue

760,868

16,810

777,678

Critical Infrastructure revenue

814,999

Total Revenue

1,575,867

16,810

1,592,677

Net (loss) income attributable to Parsons Corporation

(15,219

)

49,861

35,086

69,728

Earnings per share:

Basic

(0.14

)

0.46

0.33

0.65

Operating Cash Flow

57,584

(a)

Reconciliation incorporates a $19.3 million pre-tax gain from the divestiture of two SETA contracts, a $77.5 million pre-tax loss on two contracts which are held for sale, and a $40.9 million pre-tax charge to equity in earnings on a project affected by historic rainfall and program delays in Q2 2026 being performed as part of a joint venture.

parsons.com

PARSONS CORPORATION

Non-GAAP Financial Information

Reconciliation of Adjusted EBITDA, Net Income and EPS on a Normalized Basis(a)

(in thousands, except per share information)

Q2 2026

As Reported

Federal Charge

Infrastructure

JV Charge

Q2 2026

Adjusted Results (non-GAAP)

Federal Solutions Adjusted EBITDA including noncontrolling interests

(13,763

)

77,535

63,772

Critical Infrastructure Adjusted EBITDA including noncontrolling interests

55,983

40,893

96,876

Total Adjusted EBITDA including noncontrolling interests

42,220

77,535

40,893

160,648

Margin

2.7

10.1

Adjusted net income attributable to Parsons Corporation

(6,830

)

64,509

35,086

92,765

Adjusted Earnings per share:

Diluted

(0.06

)

0.60

0.33

0.86

(a)

Reconciliation incorporates a $77.5 million pre-tax loss on two contracts which are held for sale, and a $40.9 million pre-tax charge to equity in earnings on a project affected by historic rainfall and program delays in Q2 2026 being performed as part of a joint venture.

parsons.com

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