v3.26.1
Earnings Per Share
3 Months Ended
Mar. 31, 2026
Earnings Per Share [Abstract]  
Earnings Per Share
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:

1.
Convertible Senior Notes due 2025:
a.
Income available to shareholders is adjusted to add back interest expense, after tax (unless antidilutive).
b.
Weighted average number of shares outstanding is adjusted to include the shares underlying the convertible debt (unless antidilutive).
c.
Shares underlying the bond hedge (unless antidilutive).
d.
Shares underlying the warrants (unless antidilutive).
2.
Convertible Senior Notes due 2029:
a.
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.
b.
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 months ended March 31, 2026 and March 31, 2025 (in thousands):

 

 

 

Three Months Ended

 

 

 

March 31, 2026

 

 

March 31, 2025

 

Numerator for Basic and Diluted EPS:

 

 

 

 

 

 

Net income attributable to Parsons Corporation - basic

 

$

52,926

 

 

$

66,203

 

Convertible senior notes if-converted method interest adjustment

 

 

-

 

 

 

54

 

Net income attributable to Parsons Corporation - diluted

 

$

52,926

 

 

$

66,257

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator for Basic and Diluted EPS:

 

 

 

 

 

 

Basic weighted average number of shares outstanding

 

 

107,182

 

 

 

106,831

 

Dilutive effect of stock-based awards

 

 

1,182

 

 

 

1,637

 

Dilutive effect of warrants

 

 

28

 

 

 

440

 

Dilutive effect of convertible senior notes due 2025

 

 

-

 

 

 

2,118

 

Diluted weighted average number of shares outstanding

 

 

108,392

 

 

 

111,026

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

Basic

 

$

0.49

 

 

$

0.62

 

Diluted

 

$

0.49

 

 

$

0.60

 

Anti-dilutive stock-based awards excluded from the calculation of earnings per share for the three months ended March 31, 2026 and March 31, 2025 were 18,583 and 12,733, 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. Repurchases made by the Company during the first quarter of 2025 were 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 March 31, 2026, the Company has spent $239.7 million (which includes commissions paid of $79 thousand) repurchasing 4,119,224 shares of Common Stock at an average price of $58.19 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

 

 

 

March 31, 2026

 

 

March 31, 2025

 

Total shares repurchased

 

 

583,375

 

 

 

423,980

 

Total shares retired

 

 

583,375

 

 

 

423,980

 

Average price paid per share (1)

 

$

59.99

 

 

$

58.95

 

(1) Includes commissions in the calculation of average price per share