Earnings Per Share

9 Months Ended

Sep. 30, 2025

17.

Earnings Per Share

Basic earnings per share (“EPS”) is computed using the weighted average number of shares outstanding during the period and income available to shareholders. Diluted EPS includes additional common shares that would have been outstanding if potential common shares with a dilutive effect had been issued using the if-converted method for Convertible Debt and the treasury stock method for all other instruments.

Under the treasury stock method, the weighted average number of shares outstanding is adjusted to reflect the dilutive effects of stock-based awards.

Under the if-converted method:

Convertible Senior Notes due 2025:

Income available to shareholders is adjusted to add back interest expense, after tax (unless antidilutive).

Weighted average number of shares outstanding is adjusted to include the shares underlying the convertible debt (unless antidilutive).

Shares underlying the bond hedge (unless antidilutive).

Shares underlying the warrants (unless antidilutive).

Convertible Senior Notes due 2029:

Interest has been excluded from the numerator and no shares have been included in the denominator of diluted EPS, as the principal amount of convertible debt will be settled in cash with any excess conversion value settled in cash or shares of common stock.

Excludes shares underlying the capped call as the shares are antidilutive.

The following tables reconcile the denominator and numerator used to compute basic EPS to the denominator and numerator used to compute diluted EPS for the three and nine months ended September 30, 2025 and September 30, 2024 (in thousands):


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Numerator for Basic and Diluted EPS:
Net income attributable to Parsons Corporation - basic	$	64,123	$	71,951	$	185,556	$	180,873
Convertible senior notes if-converted method interest adjustment		27		54		135		2,874
Net income attributable to Parsons Corporation - diluted	$	64,150	$	72,005	$	185,691	$	183,747


Denominator for Basic and Diluted EPS:
Basic weighted average number of shares outstanding		106,763		106,291		106,864		106,211
Dilutive effect of stock-based awards		1,395		1,661		1,400		1,628
Dilutive effect of warrants		289		561		245		358
Dilutive effect of convertible senior notes due 2025		631		2,573		1,547		3,983
Diluted weighted average number of shares outstanding		109,078		111,086		110,056		112,180

Earnings per share:
Basic	$	0.60	$	0.68	$	1.74	$	1.70
Diluted	$	0.59	$	0.65	$	1.69	$	1.64

Anti-dilutive stock-based awards excluded from the calculation of earnings per share for the three months ended September 30, 2025 and September 30, 2024 were 2,521 and 949, respectively and for the nine months ended September 30, 2025 and September 30, 2024 were 13,248 and 4,497, respectively

Share Repurchases

On August 9, 2021, the Company’s Board of Directors authorized the Company to acquire a number of shares of Common Stock having an aggregate market value of not greater than $100 million from time to time, commencing on August 12, 2021. The Board further amended this authorization in August 2022 to remove the prior expiration date and grant executive leadership the discretion to determine the price for such share repurchases. The Board further amended this authorization in 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 March 2025 to increase and reset the

repurchase capacity to $250 million. Any purchases made by the Company during Q1 of 2025 would be deducted from the reset capacity.

Under prior authorizations, the Company had repurchased shares with an aggregate market value of $79.7 million. The aggregate market value of shares of Common Stock the Company is authorized to acquire from prior authorizations and the March 2025 authorization is not greater than $329.7 million.

As of September 30, 2025, the Company has spent $144.7 million repurchasing 2,679,421 shares of Common Stock at an average price of $54.00 per share.

Repurchased shares of common stock are retired and included in “Repurchases of common stock” in cash flows from financing activities in the Consolidated Statements of Cash Flows. The primary purpose of the Company’s share repurchase program is to reduce the dilutive effect of shares issued under the Company’s ESOP and other stock benefit plans. The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, the market price of the Company's common stock, other uses of capital and other factors.

The following table summarizes the repurchase activity under the stock repurchase program:


	Three Months Ended				Nine Months Ended
	September 30, 2025		September 30, 2024		September 30, 2025		September 30, 2024
Total shares repurchased		323,175		-		965,940		131,053
Total shares retired		323,175		-		965,940		131,053
Average price paid per share (1)	$	77.36	$	-	$	67.29	$	76.30

1 Includes commissions in the calculation of average price per share