---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-046496"
form_type: "8-K"
ticker: "PSN"
cik: "0000275880"
company_name: "PARSONS CORP"
filed_at: "2024-02-27T23:59:59+00:00"
generated_at: "2026-06-05T13:24:45.407301+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Parsons issues $800M 2.625% convertible notes due 2029; board approves $100M stock buyback

## Summary
- $800M aggregate principal 2.625% Convertible Senior Notes due 2029; initial conversion price ~$94.11 (25% premium over last sale).
- Capped call transactions cost ~$88.4M to offset dilution; cap price $131.7575 (75% premium).
- Board authorized $100M stock repurchase and removed $25M quarterly cap; also plans to repurchase some outstanding 0.25% 2025 notes.
- Proceeds used for capped call cost, repurchases of existing notes and common shares, and general corporate purposes.

## SEC filing metadata
- accession: 0001193125-24-046496
- form_type: 8-K
- ticker: PSN
- cik: 0000275880
- company_name: PARSONS CORP
- filed_at: 2024-02-27T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 7.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/275880/000119312524046496/0001193125-24-046496-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/275880/000119312524046496/d799732d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-046496
- JSON: https://secwatch.observer/filing/0001193125-24-046496.json
- Plain text: https://secwatch.observer/filing/0001193125-24-046496.txt

## Key facts
- Debt Financings
  PARSONS CORP incurred convertible notes of $800.0 million aggregate principal amount with BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC at 2.625% per year maturing March 1, 2029.
  - Instrument: convertible notes
  - Principal: $800.0 million aggregate principal amount
  - Counterparty: BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC
  - Rate: 2.625% per year
  - Maturity: March 1, 2029
  - Event: incurrence
  source text: $100.0 million aggregate principal amount of Notes on the same terms and conditions. The Initial Purchasers exercised their option in full on February 22, 2024 and a total of $800.0 million aggregate principal amount of Notes were issued pursuant to the Purchase Agreement on February 26, 2024. The Purchase Agreement includes customary representations, warranties and
  evidence_url: https://www.sec.gov/Archives/edgar/data/275880/000119312524046496/0001193125-24-046496-index.htm
- Material Agreements
  PARSONS CORP entered into Indenture with U.S. Bank Trust Company, National Association (effective 2024-02-26).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Effective: 2024-02-26
  source text: On February 26, 2024, the Company entered into an indenture (the “ Indenture ”) governing the terms of the Notes, by and between the Company and U.S. Bank Trust Company, National Association, as trustee
  evidence_url: https://www.sec.gov/Archives/edgar/data/275880/000119312524046496/0001193125-24-046496-index.htm
- Material Agreements
  PARSONS CORP entered into Purchase Agreement with BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC valued at $700.0 million aggregate principal amount of its 2.625% Convertible Senior Notes due 2029 (effective 2024-02-21).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC
  - Value: $700.0 million aggregate principal amount of its 2.625% Convertible Senior Notes due 2029
  - Effective: 2024-02-21
  source text: On February 21, 2024, the Company entered into a purchase agreement (the “ Purchase Agreement ”) with BofA Securities, Inc., Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC as representatives of the several initial purchasers named therein (collectively, the “Initial Purchasers”), pursuant to which the Company agreed to issue and sell $700.0 million aggregate principal amount of its 2.625% Convertible Senior Notes due 2029
  evidence_url: https://www.sec.gov/Archives/edgar/data/275880/000119312524046496/0001193125-24-046496-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.