STOCK TITAN

Parsons (PSN) CEO receives major RSU grants as PSU award vests

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Parsons Corp President & CEO Carey A. Smith reported multiple equity awards and related tax withholding in common stock. On February 20, 2026, Smith acquired 59,844 shares as a restricted stock unit (RSU) award that will vest in four equal annual installments beginning on March 10, 2027.

Smith also acquired an additional 44,883 RSU-based shares vesting in three equal annual installments beginning on March 10, 2027, and 150,231 shares from a performance stock unit (PSU) award after strategic objective goals were determined to be met. To cover tax obligations, 67,755 shares were disposed of at $65.53 per share. Following these transactions, Smith directly held up to 648,237 shares at one point during the sequence and 580,482 shares after tax withholding, with an additional 5,476.2481 shares held indirectly through an ESOP.

Positive

  • None.

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Insider Smith Carey A.
Role President & CEO
Type Security Shares Price Value
Grant/Award Common Stock 59,844 $0.00 --
Grant/Award Common Stock 44,883 $0.00 --
Grant/Award Common Stock 150,231 $0.00 --
Tax Withholding Common Stock 67,755 $65.53 $4.44M
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 453,123 shares (Direct); Common Stock — 5,476.248 shares (Indirect, By ESOP)
Footnotes (1)
  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 four equal annual installments beginning on March 10, 2027 and have no expiration date. Includes 276 shares of common stock automatically purchased on behalf of the reporting person pursuant to the terms of the Parsons Employee Stock Purchase Plan. Represents an award of 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. 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.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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)
02/20/2026
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 59,844(1) A $0 453,123(2) D
Common Stock 02/20/2026 A 44,883(3) A $0 498,006 D
Common Stock 02/20/2026 A 150,231(4) A $0 648,237 D
Common Stock 02/20/2026 F 67,755 D $65.53 580,482 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:
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 four equal annual installments beginning on March 10, 2027 and have no expiration date.
2. Includes 276 shares of common stock automatically purchased on behalf of the reporting person pursuant to the terms of the Parsons Employee Stock Purchase Plan.
3. Represents an award of 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.
4. 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did PSN CEO Carey A. Smith report?

Carey A. Smith reported equity awards and related tax withholding in Parsons common stock. The filing shows grants of RSUs, vesting of PSUs into shares, and a share disposition to satisfy tax obligations tied to these equity awards.

How many Parsons (PSN) RSUs were granted to the CEO?

The CEO received two RSU awards totaling 104,727 shares of Parsons common stock. One award covers 59,844 RSUs vesting over four years, and another covers 44,883 RSUs vesting over three years, both beginning on March 10, 2027.

What PSN performance stock units (PSUs) vested for the Parsons CEO?

A prior PSU award for 150,231 shares vested into common stock after strategic objective goals were determined to be met. This reflects the Compensation Committee’s assessment of Parsons’ performance against specified strategic objectives as of February 20, 2026.

Why were 67,755 shares of Parsons stock disposed of in this Form 4?

The 67,755 disposed shares represent a tax-withholding transaction. They were delivered at $65.53 per share to satisfy tax liabilities associated with the vesting or settlement of equity awards, rather than an open-market sale initiated for portfolio reasons.

What is Carey A. Smith’s Parsons (PSN) shareholding after these transactions?

After the reported grants, vesting, and tax withholding, Carey A. Smith directly held 580,482 shares of Parsons common stock. In addition, 5,476.2481 shares were held indirectly through an employee stock ownership plan (ESOP), reflecting separate indirect ownership.

When will the new Parsons RSU awards to the CEO vest?

The 59,844-share RSU award vests in four equal annual installments starting March 10, 2027. The 44,883-share RSU award vests in three equal annual installments beginning on the same March 10, 2027 start date, extending over the following years.