v3.26.3
Earnings Per Share
9 Months Ended
Sep. 30, 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. 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 and nine months ended September 30, 2026 and September 30, 2025 (in thousands):

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

September 30, 2026

 

 

September 30, 2025

 

 

September 30, 2026

 

 

September 30, 2025

 

Numerator for Basic and Diluted EPS:

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to Parsons Corporation - basic

 

$

54,153

 

 

$

64,123

 

 

$

91,860

 

 

$

185,556

 

Convertible senior notes if-converted method interest adjustment

 

 

-

 

 

 

27

 

 

 

-

 

 

 

135

 

Net income attributable to Parsons Corporation - diluted

 

$

54,153

 

 

$

64,150

 

 

$

91,860

 

 

$

185,691

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator for Basic and Diluted EPS:

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average number of shares outstanding

 

 

105,966

 

 

 

106,763

 

 

 

106,710

 

 

 

106,864

 

Dilutive effect of stock-based awards

 

 

789

 

 

 

1,395

 

 

 

855

 

 

 

1,400

 

Dilutive effect of warrants

 

 

-

 

 

 

289

 

 

 

9

 

 

 

245

 

Dilutive effect of convertible senior notes due 2025

 

 

-

 

 

 

631

 

 

 

-

 

 

 

1,547

 

Diluted weighted average number of shares outstanding

 

 

106,755

 

 

 

109,078

 

 

 

107,574

 

 

 

110,056

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.51

 

 

$

0.60

 

 

$

0.86

 

 

$

1.74

 

Diluted

 

$

0.51

 

 

$

0.59

 

 

$

0.85

 

 

$

1.69

 

Anti-dilutive stock-based awards excluded from the calculation of earnings per share for the three months ended September 30, 2026 and September 30, 2025 were 76,503 and 2,521, respectively and for the nine months ended September 30, 2026 and September 30, 2025 were 49,211 and 13,248, 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 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. In July 2026, the Board further amended this authorization to increase the repurchase capacity by an additional $250 million.

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, the March 2025 authorization, and July 2026 authorization as of September 30, 2026 was not greater than $579.7 million.

As of September 30, 2026, the Company has spent $314.7 million (which includes commissions paid of $0.1 million) repurchasing 5,709,204 shares of common stock at an average price of $55.12 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, 2026

 

 

September 30, 2025

 

 

September 30, 2026

 

 

September 30, 2025

 

Total shares repurchased

 

 

1,294,695

 

 

 

323,175

 

 

 

2,173,355

 

 

 

965,940

 

Total shares retired

 

 

1,294,695

 

 

 

323,175

 

 

 

2,173,355

 

 

 

965,940

 

Average price paid per share (1)

 

$

46.34

 

 

$

77.36

 

 

$

50.61

 

 

$

67.29

 

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