MTZ CEO amends prepaid forward contract, retains voting rights, settlement in cash or stock

Rhea-AI Filing Summary

Jose Ramon Mas, CEO and director of MasTec, Inc. (MTZ), reported amendments to a prepaid variable forward sale contract securing previously pledged shares. The agreement was amended to adjust valuation terms and reduce pledged shares from 364,850 to 340,794 shares, with settlement exercisable in cash or common stock. The pledged shares are split into two tranches with 15 components each and each component exercisable/expiring between Aug 17, 2026 and Sep 3, 2027. The reporting person retains ownership and voting rights in all pledged shares during the pledge term.

Positive

• Reduction in pledged shares from 364,850 to 340,794, lowering potential delivered share count
• Reporting person retains ownership and voting rights for all pledged shares during the pledge term
• Settlement flexibility: Amended agreement allows settlement at the reporting person's option in cash or shares

Negative

• Contingent obligation to deliver up to 340,794 shares on valuation dates, which could increase share supply if settled in stock
• Forward sale spans multiple components and dates through Sep 3, 2027, creating extended potential issuance timing risk

Insights

Financial Analyst

TL;DR: Amendment reduces pledged shares and recalibrates floor/cap prices; settlement may be in cash or stock, preserving voting control.

The amendment to the prepaid variable forward sale contract lowers the aggregate pledged share count to 340,794 and revises the Floor and Cap prices used to determine delivery amounts per component based on VWAP. The structure preserves flexibility for the reporting person to settle in cash or shares and maintains voting rights during the pledge. For investors, this is a financing/hedging arrangement by an insider rather than an operational change; monitor potential share delivery windows through 2027 that could affect supply.

Corporate Governance Expert

TL;DR: Insider retains voting rights despite pledged shares; transaction is a secured forward arrangement with contractual delivery mechanics.

The filing confirms the reporting person remains the beneficial owner with full voting rights for the pledged shares, which is notable from a governance perspective because control is retained even as economic exposure is transferred under the forward sale mechanics. The tranche/component framework with specified Floor and Cap prices creates contingent transfer obligations tied to VWAP outcomes. This is a commonly used executive liquidity tool and does not, by itself, indicate a change in governance or control.

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 JOSE RAMON

(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
X	Officer (give title below)		Other (specify below)
	CEO

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)			364,850	(6)	(6)	Common Stock	364,850	(1)(2)(3)(4)(5)	0	D
Forward sale contract (potential obligation to sell)	(1)(2)(3)(4)(5)	08/21/2025		J(1)(2)(3)(4)(5)		340,794		(6)	(6)	Common Stock	340,794	(1)(2)(3)(4)(5)	340,794	D

Explanation of Responses:

1. As previously reported, the reporting person is party to a prepaid variable forward sale contract (as amended to date, the "Forward Sale Contract") with an unaffiliated third party buyer. The reporting person pledged an aggregate of 364,850 shares (the "2024 Pledged Shares") of MasTec, Inc. common stock to secure his 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, the reporting person 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 340,794 shares (the " Pledged Shares"). The Amended Agreement provides for the settlement of the transaction, at the reporting person'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 the reporting person 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 the reporting person 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 the reporting person 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.

Remarks:

The reporting person currently retains 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: Jose 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 change did Jose Ramon Mas report on Form 4 for MTZ?

He reported an amendment to a prepaid variable forward sale contract that reduced pledged shares from 364,850 to 340,794 and revised floor and cap pricing mechanics.

How many shares could be delivered under the amended forward sale contract?

The Amended Agreement references potential delivery of up to 340,794 shares, allocated across two tranches of 15 components each.

Can the transaction be settled in cash or stock?

Yes. The Amended Agreement provides for settlement, at the reporting person's option, in cash or MasTec common stock.

Does the reporting person retain voting control of pledged shares?

Yes. The filing states the reporting person retains ownership and voting rights in all pledged shares during the pledge term.

What are the relevant valuation dates or exercise window?

Each component is exercisable on its expiration date, which ranges between Aug 17, 2026 and Sep 3, 2027.