Parsons (NYSE: PSN) CEO reports tax-withholding disposition of 7,132 shares

Rhea-AI Filing Summary

Parsons Corp President & CEO Carey A. Smith reported a tax-related share disposition. On February 26, 2026, 7,132 shares of common stock were withheld at $66.31 per share to satisfy tax obligations, a non-market transaction coded as a tax-withholding disposition. After this, Smith directly owned 573,350 shares, with an additional 5,476.2481 shares held indirectly through an ESOP.

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^*

Smith Carey A.

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		F		7,132	D	$66.31	573,350	D
Common Stock								5,476.2481	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:

	/s/ Michael R. Kolloway, as attorney-in-fact	03/02/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Parsons Corp (PSN) report for Carey A. Smith?

Parsons Corp reported that President & CEO Carey A. Smith had 7,132 common shares withheld on February 26, 2026 to cover tax obligations. This tax-withholding disposition reduced shares for tax purposes rather than reflecting an open-market sale of stock.

How many Parsons (PSN) shares were involved in Carey Smith’s Form 4 filing?

The Form 4 shows 7,132 Parsons common shares used in a tax-withholding disposition at $66.31 per share. This transaction settled tax liabilities associated with equity compensation instead of representing a voluntary purchase or sale in the open market.

What is Carey A. Smith’s Parsons (PSN) share ownership after the reported transaction?

Following the February 26, 2026 transaction, Carey A. Smith directly owned 573,350 Parsons common shares. The filing also reports an additional 5,476.2481 shares held indirectly through an ESOP, reflecting both direct and employee-plan-related ownership positions.

Was the Parsons (PSN) insider transaction a market sale of shares?

The transaction was not an open-market sale. It is coded as a tax-withholding disposition, meaning 7,132 shares were surrendered at $66.31 per share to satisfy tax liabilities related to equity awards, rather than being sold on the open market.

What does transaction code F mean in the Parsons (PSN) Form 4?

Transaction code F indicates payment of an exercise price or tax liability by delivering securities. In this case, 7,132 Parsons common shares were withheld at $66.31 per share to cover taxes owed on equity compensation granted to Carey A. Smith.

How many Parsons (PSN) shares does Carey Smith hold indirectly through the ESOP?

The Form 4 shows that Carey A. Smith has 5,476.2481 Parsons common shares held indirectly through an ESOP. This is in addition to 573,350 shares held directly after the February 26, 2026 tax-withholding disposition transaction reported in the filing.