On January 31, 2025, the Company acquired a 100% ownership interest in TRS Group, Inc. ("TRS") a privately owned company, for $36.6 million from cash on hand (of which $3.8 million will be paid in July 2026). TRS is an environmental solutions firm that specializes in remediation technology.

The following table summarizes the acquisition date fair value of the purchase consideration transferred (in thousands):


	Amount
Cash and cash equivalents	$	2,054
Accounts receivable		3,390
Contract assets		2,277
Income taxes receivable		354
Prepaid expenses and other current assets		2,414
Property and Equipment		5,832
Goodwill		22,972
Intangible assets		6,100
Accounts payable		(1,095	)
Accrued expenses and other current liabilities		(3,270	)
Contract liabilities		(4,222	)
Short-term lease liabilities, operating leases		(116	)
Long-term lease liabilities, operating leases		(124	)
Net assets acquired	$	36,566

Of the total purchase price, the following values were preliminarily assigned to intangible assets (in thousands, except for years):

Amortization expense of $0.2 million related to these intangible assets was recorded for the three months ended March 31, 2025. The entire value of goodwill was assigned to the Critical Infrastructure reporting unit and represents synergies expected to be realized from this business combination. The entire value of goodwill is deductible for tax purposes.

The amount of revenue generated by TRS and included within consolidated revenue is $4.1 million for the three months ended March 31, 2025. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.

The Company is still in the process of finalizing its valuation of the assets and liabilities acquired.

Supplemental Pro Forma Information (Unaudited)

Supplemental information of unaudited pro forma operating results assuming the TRS acquisition had been consummated as of the beginning of fiscal year 2024 (in thousands) is as follows:


	Three Months Ended
	March 31, 2025		March 31, 2024
Pro forma Revenue	$	1,556,383	$	1,542,514
Pro forma Net Income including noncontrolling interests		82,047		54,610

The unaudited pro forma supplemental information is based on estimates and assumptions which the Company believes are reasonable and reflects the pro forma impact of additional amortization related to the fair value of acquired intangible assets, and the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.

On November 1, 2024, the Company acquired a 100% ownership interest in BCC Engineering, LLC ("BCC") a privately owned company, for $233.5 million from cash on hand. BCC is a full-service engineering firm that provides planning, design, and management services for transportation, civil and structural engineering projects in Florida, Georgia, Texas, South Carolina, and Puerto Rico. This acquisition strengthens Parsons’ position as an infrastructure leader while expanding the company’s reach in the southeastern United States. In connection with this acquisition, the Company recognized $4.2 million of acquisition-related expenses in “Selling, general and administrative expense” in the consolidated statements of income for the year ended December 31, 2024, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition.

The following table summarizes the acquisition date fair value of the purchase consideration transferred (in thousands):


	Amount
Cash and cash equivalents	$	2,839
Accounts receivable		24,142
Contract assets		16,649
Prepaid expenses and other current assets		2,483
Right of use assets, operating leases		9,438
Property and Equipment		1,586
Other noncurrent assets		1,744
Goodwill		175,680
Intangible assets		32,400
Accounts payable		(8,668	)
Accrued expenses and other current liabilities		(7,296	)
Contract liabilities		(4,446	)
Short-term lease liabilities, operating leases		(2,090	)
Deferred income taxes		(2,299	)
Long-term lease liabilities, operating leases		(7,462	)
Other long-term liabilities		(1,183	)
Net assets acquired	$	233,517

Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):


	Gross Carrying Amount		Amortization Period
			(in years)
Customer relationships	$	6,500	4
Backlog		23,400	4
Non-compete agreements		1,700	3
Other	$	800	1

Amortization expense of $2.2 million related to these intangible assets was recorded for the three months ended March 31, 2025. The entire value of goodwill was assigned to the Critical Infrastructure reporting unit and represents synergies expected to be realized from this business combination. $45.8 million of goodwill is deductible for tax purposes.

The amount of revenue generated by BCC and included within consolidated revenue is $27.6 million for the three months ended March 31, 2025. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.

Supplemental Pro Forma Information (Unaudited)

Supplemental information of unaudited pro forma operating results assuming the BCC acquisition had been consummated as of the beginning of fiscal year 2023 (in thousands) is as follows:


	Three Months Ended
	March 31, 2025		March 31, 2024
Pro forma Revenue	$	1,554,360	$	1,559,327
Pro forma Net Income including noncontrolling interests		82,768		51,378

On August 16, 2024, the Company acquired a 100% ownership interest in BlackSignal Technologies, LLC, ("BlackSignal") a privately-owned company, for $203.7 million from cash on hand. 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. In connection with this acquisition, the Company recognized $2.5 million of acquisition-related expenses in “Selling, general and administrative expense” in the consolidated

statements of income for the year ended December 31, 2024, including legal fees, consulting fees, and other miscellaneous direct expenses associated with the acquisition.

The following table summarizes the acquisition date fair value of the purchase consideration transferred (in thousands):


	Amount
Cash and cash equivalents	$	4,917
Accounts receivable		5,171
Contract assets		3,209
Prepaid expenses and other current assets		447
Right of use assets, operating leases		5,370
Property and Equipment		997
Goodwill		119,663
Intangible assets		97,600
Other assets		145
Accounts payable		(951	)
Accrued expenses and other current liabilities		(4,999	)
Short-term lease liabilities, operating leases		(800	)
Deferred income taxes		(22,461	)
Long-term lease liabilities, operating leases		(4,570	)
Net assets acquired	$	203,738

Of the total purchase price, the following values were assigned to intangible assets (in thousands, except for years):


	Gross Carrying Amount		Amortization Period
			(in years)
Customer relationships	$	73,900	14
Backlog		11,700	3
Developed technologies		5,200	5
Non-compete agreements		6,100	3
Other	$	700	1

Amortization expense of $3.2 million related to these intangible assets was recorded for the three months ended March 31, 2025. The entire value of goodwill was assigned to the Federal Solutions reporting unit and represents synergies expected to be realized from this business combination. $15.7 million of goodwill is deductible for tax purposes.

The amount of revenue generated by BlackSignal and included within consolidated revenue is $13.1 million for the three months March 31, 2025. The Company has determined that the presentation of net income from the date of acquisition is impracticable due to the integration of general corporate functions upon acquisition.

Supplemental information of unaudited pro forma operating results assuming the BlackSignal acquisition had been consummated as of the beginning of fiscal year 2023 (in thousands) is as follows:


	Three Months Ended
	March 31, 2025		March 31, 2024
Pro forma Revenue	$	1,554,360	$	1,547,742
Pro forma Net Income including noncontrolling interests		82,742		51,382

intangible assets, and the pro forma impact of reflecting acquisition costs, which consisted of legal, advisory and due diligence fees and expenses. This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been consummated during the periods for which pro forma information is presented.

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