Jorge Mas updates MasTec forward sale, preserves voting rights after pledge reduction

Rhea-AI Filing Summary

Jorge Mas, via Jorge Mas Holdings I, LLC ("JM Holdings I"), filed a Form 4 reporting amendments to a prepaid variable forward sale contract covering MasTec, Inc. (MTZ) common stock. The Amended Agreement reduced the number of pledged shares from 1,176,933 to 1,099,335 and preserves JM Holdings I's ownership and voting rights in those pledged shares. The amendment, effective based on VWAP measured to August 21, 2025, adjusts Floor and Cap Prices and allows settlement, at JM Holdings I's option, in cash or shares. Each component may be exercisable/settled between August 17, 2026 and September 3, 2027. The filing clarifies the mechanics for deliverable shares depending on valuation prices.

Positive

• Pledged shares were reduced from 1,176,933 to 1,099,335, lowering the maximum potential share delivery obligation.
• Reporting person retains ownership and voting rights in the pledged shares during the pledge term, preserving governance control.
• Settlement flexibility: the Amended Agreement permits settlement in cash or shares at JM Holdings I's option.

Negative

• Contingent obligation to deliver over one million shares remains (1,099,335 shares) subject to valuation mechanics, creating potential future dilution.
• Forward sale creates potential sale pressure depending on future VWAP outcomes between Aug 17, 2026 and Sep 3, 2027.

Insights

Financial Analyst

TL;DR: Amendment reduces pledged shares and leaves settlement optional, limiting immediate dilution risk but preserving potential future share delivery.

The amendment lowers pledged shares to 1,099,335 and updates tranche Floor and Cap Prices tied to VWAP ending August 21, 2025. The contract permits cash or share settlement, which gives the holder flexibility and can mitigate immediate market impact if cash settled. The exercisable/expiration window between August 17, 2026 and September 3, 2027 means any transfer risk is delayed. Materiality depends on the company's float and upcoming corporate events, but the transaction is meaningful given the six-figure share counts.

Corporate Governance Expert

TL;DR: Reporting person retains voting rights despite pledged shares, preserving governance influence while creating contingent sell obligations.

The filing explicitly states JM Holdings I retained ownership and voting rights in the pledged shares during the pledge term, preserving Jorge Mas's governance influence. However, the forward sale creates a potential obligation to deliver shares depending on future VWAP outcomes, representing a contingent governance and ownership dilution risk. The amendment's defined Floor and Cap Price mechanics create formulaic delivery outcomes rather than discretionary sales.

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
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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^*

MAS JORGE

(Last) (First) (Middle)

800 S. DOUGLAS ROAD, 12TH FLOOR

(Street)

CORAL GABLES FL 33134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MASTEC INC [ MTZ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/21/2025

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

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
Forward sale contract (potential obligation to sell)	(1)(2)(3)(4)(5)	08/21/2025		J(1)(2)(3)(4)(5)			1,176,933	(6)	(6)	Common Stock	1,176,933	(1)(2)(3)(4)(5)	0	I	See Footnote(7)
Forward sale contract (potential obligation to sell)	(1)(2)(3)(4)(5)	08/21/2025		J(1)(2)(3)(4)(5)		1,099,335		(6)	(6)	Common Stock	1,099,335	(1)(2)(3)(4)(5)	1,099,335	I	See Footnote(7)

Explanation of Responses:

1. As previously reported, Jorge Mas Holdings I, LLC, a Florida limited liability company ("JM Holdings I"), which is controlled by Jorge Mas Holdings, LLC, a Florida limited liability company, of which the reporting person is the sole member, is party to a prepaid variable forward sale contract (as amended to date, the "Forward Sale Contract") with an unaffiliated third party buyer. JM Holdings I pledged an aggregate of 1,176,933 shares (the "2024 Pledged Shares") of MasTec, Inc. common stock to secure its obligations under the Forward Sale Contract, and retained ownership and voting rights in the 2024 Pledged Shares during the term of the pledge.

2. On August 18, 2025, JM Holdings I and the buyer entered into a third amendment to the Forward Sale Contract (as so further amended, the "Amended Agreement") to amend the Floor Price (as defined below) and the Cap Price (as defined below) for each Tranche 2 Component (as defined below), which were determined based on the volume weighted average price (the "VWAP") of MasTec, Inc.'s common stock for a specified period ended on August 21, 2025, and to appropriately adjust the number of shares to be delivered on the respective valuation date for each Tranche 2 Component, with such adjustment resulting in a reduction in the number of 2024 Pledged Shares to 1,099,335 shares (the " Pledged Shares"). The Amended Agreement provides for the settlement of the transaction, at JM Holdings I's option, in cash or shares of MasTec, Inc. common stock.

3. (Continued from Footnote 2) The Pledged Shares are divided into two tranches (each, a "Tranche") of 15 components each ("Tranche 1 Components" or "Tranche 2 Components"). The number of shares of MasTec, Inc. common stock to be potentially delivered to the buyer on the valuation date of each Tranche 1 Component or Tranche 2 Component (or on which to base the amount of cash to be delivered to the buyer on such valuation date), is to be determined as follows: (a) if the VWAP of MasTec, Inc. common stock on the valuation date for the applicable Tranche 1 Component or Tranche 2 Component (each, a "Valuation Price") is less than or equal to $97.3535 (the "Tranche 1 Floor Price") or $157.3441 (the "Tranche 2 Floor Price," and each of the Tranche 1 Floor Price and Tranche 2 Floor Price, a "Floor Price"), respectively, then JM Holdings I will deliver to the buyer all of the Pledged Shares for the applicable Tranche 1 Component or Tranche 2 Component;

4. (Continued from Footnote 3) (b) if such Valuation Price for the Tranche 1 Component or Tranche 2 Component is greater than the Tranche 1 Floor Price or Tranche 2 Floor Price, respectively, but less than or equal to $127.6413 (the "Tranche 1 Cap Price") or $243.0093 (the "Tranche 2 Cap Price," and each of the Tranche 1 Cap Price and Tranche 2 Cap Price, a "Cap Price"), respectively, then JM Holdings I will deliver to the buyer the number of shares equal to 100% of the Pledged Shares for the applicable Tranche 1 Component or Tranche 2 Component multiplied by the quotient of the applicable Floor Price divided by such Valuation Price; and

5. (Continued from Footnote 4) (c) if such Valuation Price for the Tranche 1 Component or Tranche 2 Component exceeds the Tranche 1 Cap Price or Tranche 2 Cap Price, respectively, then JM Holdings I will deliver to the buyer the number of shares equal to 100% of the Pledged Shares for the applicable component multiplied by the quotient of (x) the applicable Floor Price plus such excess divided by (y) such Valuation Price.

6. Each component is exercisable on the same date as it expires, which date for each component, is between August 17, 2026 and September 3, 2027.

7. Shares owned of record by JM Holdings I.

Remarks:

The reporting person currently retains beneficial ownership of all shares of MasTec common stock that are subject to the Amended Agreement and rights related thereto, including all voting rights.

	\s\ Albert de Cardenas For: Jorge Mas	08/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did the Form 4 filed for MasTec (MTZ) report?

The filing reports an amendment to a prepaid variable forward sale contract affecting JM Holdings I's pledged MasTec shares, reducing pledged shares to 1,099,335 and preserving voting rights.

How many MasTec shares were pledged under the amended agreement?

The Amended Agreement reports 1,099,335 pledged shares after adjustment from 1,176,933.

Can JM Holdings I avoid delivering shares under the forward sale?

Yes; the Amended Agreement allows settlement, at JM Holdings I's option, in cash or shares, per the filing.

When could the forward sale components be exercisable or settled?

Each component is exercisable on its expiration date, with component dates between August 17, 2026 and September 3, 2027.

Does Jorge Mas retain voting rights for the pledged shares?

Yes; the filing states JM Holdings I retained ownership and voting rights in the pledged shares during the pledge term.