Parsons (NYSE: PSN) CFO receives stock awards and withholds shares for taxes

Rhea-AI Filing Summary

Parsons Corp Chief Financial Officer Matthew Ofilos reported equity award activity and related tax withholding. He acquired 10,472 and 31,309 shares of common stock through grant or award transactions at no cash cost, including restricted stock units and performance-based awards that vested after strategic goals were met. To cover tax obligations, 14,171 shares were disposed of at a price of $65.53 per share through a tax-withholding transaction rather than an open-market sale. Following these changes, he also reports 1,700.8146 shares held indirectly through the company’s employee stock ownership plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ofilos Matthew

(Last) (First) (Middle)

PARSONS CORPORATION

14291 PARK MEADOW DR., #100

(Street)

CHANTILLY VA 20151

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PARSONS CORP [ PSN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/20/2026		A		10,472(1)	A	$0	62,063(2)	D
Common Stock	02/20/2026		A		31,309(3)	A	$0	93,372	D
Common Stock	02/20/2026		F		14,171	D	$65.53	79,201	D
Common Stock								1,700.8146	I	By ESOP

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock. The RSUs will vest in three equal annual installments beginning on March 10, 2027 and have no expiration date.

2. Includes 289 shares of common stock automatically purchased on behalf of the reporting person pursuant to the terms of the Parsons Employee Stock Purchase Plan.

3. The reporting person was previously granted an award of performance stock units (PSUs), which vest in the form of common stock based upon the Issuer's performance against certain strategic objective goals. On February 20, 2026, the Compensation Committee of the Issuer's Board of Directors determined that the strategic objective goals had been met, resulting in the vesting of these shares.

	/s/ Michael R. Kolloway, as attorney-in-fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Parsons (PSN) CFO Matthew Ofilos report?

Matthew Ofilos reported equity awards and a tax-related share disposition. He acquired 10,472 and 31,309 Parsons common shares via grants, and 14,171 shares were disposed of to satisfy tax obligations, rather than being sold in an open-market transaction.

Were Parsons (PSN) shares bought or sold on the market in this Form 4?

No open-market buy or sell is reported. The filing shows share acquisitions through equity awards and a disposition of 14,171 shares solely to cover tax liabilities, which is a common administrative transaction rather than a discretionary market trade.

What do the restricted stock units (RSUs) granted to the Parsons (PSN) CFO represent?

The RSUs represent a contingent right to receive one Parsons common share per unit. According to the footnote, they vest in three equal annual installments beginning March 10, 2027, providing time-based equity compensation with no stated expiration date.

How were performance stock units (PSUs) treated in this Parsons (PSN) Form 4?

Previously granted PSUs vested into common stock after the Compensation Committee determined strategic objective goals were met on February 20, 2026. This performance assessment triggered delivery of shares, contributing to the reported acquisitions in the filing.

What is the significance of the tax-withholding disposition in the Parsons (PSN) filing?

The 14,171-share disposition at $65.53 per share paid tax obligations tied to equity awards. Such transactions typically indicate shares withheld or delivered to cover taxes, not a voluntary decision by the insider to sell shares in the open market.

What indirect Parsons (PSN) holdings does the CFO report in this Form 4?

The CFO reports 1,700.8146 shares held indirectly through an employee stock ownership plan. A footnote also notes 289 shares automatically purchased for him under the Parsons Employee Stock Purchase Plan, reflecting ongoing participation in company share programs.