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MasTec (MTZ) CEO updates prepaid forward sale on 340,794 pledged shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

MasTec, Inc. CEO Jose Ramon Mas reported two related derivative transactions involving a prepaid variable forward sale contract covering 340,794 shares of MasTec common stock. The contract was amended to reset floor and cap prices for each tranche component based on the stock’s VWAP, with settlement at his option in cash or shares. The pledged shares remain owned by him, including all voting rights, and each component is exercisable and expires between August 16, 2027 and September 1, 2028.

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Insider MAS JOSE RAMON
Role CEO
Type Security Shares Price Value
Other Forward sale contract (potential obligation to sell) F1, F2, F3, F4, F5, F6 340,794 -- --
Other Forward sale contract (potential obligation to sell) F1, F2, F3, F4, F5, F6 340,794 -- --
Holdings After Transaction: Forward sale contract (potential obligation to sell) — 340,794 shares (Direct)
Footnotes (6)
  1. F1. 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 340,794 shares (the "Pledged Shares") of MasTec, Inc. common stock to secure his obligations under the Forward Sale Contract, and retained ownership and voting rights in the Pledged Shares during the term of the pledge.
  2. F2. On August 10, 2026, the reporting person and the buyer entered into a fourth 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 1 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 11, 2026. 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. F3. (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 $246.5096 (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. F4. (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 $350.5914 (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. F5. (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. F6. Each component is exercisable on the same date as it expires, which date for each component, is between August 16, 2027 and September 1, 2028.
Pledged Shares 340,794 shares Shares of MasTec common stock pledged under the prepaid variable forward sale contract
Tranche 1 Floor Price $246.5096 Floor Price for Tranche 1 components in the amended forward sale contract
Tranche 2 Floor Price $157.3441 Floor Price for Tranche 2 components in the amended forward sale contract
Tranche 1 Cap Price $350.5914 Cap Price for Tranche 1 components in the amended forward sale contract
Tranche 2 Cap Price $243.0093 Cap Price for Tranche 2 components in the amended forward sale contract
Component Exercise/Expiration Start August 16, 2027 Earliest date on which any contract component is exercisable and expires
Component Exercise/Expiration End September 1, 2028 Latest date on which any contract component is exercisable and expires
prepaid variable forward sale contract financial
"the reporting person is party to a prepaid variable forward sale contract"
volume weighted average price ("VWAP") financial
"determined based on the volume weighted average price ("VWAP") of MasTec"
VWAP, or volume weighted average price, shows the average price at which a stock has traded throughout the day, giving more importance to prices where more shares were bought or sold. It helps traders see the overall market trend and decide if a stock is fairly valued, much like finding the average speed of a car by giving more weight to the times when it traveled faster or slower.
Floor Price financial
"less than or equal to $246.5096 (the "Tranche 1 Floor Price")"
The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.
Cap Price financial
"less than or equal to $350.5914 (the "Tranche 1 Cap Price")"
Tranche financial
"The Pledged Shares are divided into two tranches (each, a "Tranche")"
A tranche is one slice of a larger financing or investment that is released, sold, or paid out in separate parts rather than all at once. Investors care because each slice can carry different risk, return and timing—like buying pieces of a cake where some slices are richer or come later—so the specific tranche you hold affects when you get paid and how much you might gain or lose.

FAQ

What derivative transactions did MasTec (MTZ) disclose for CEO Jose Ramon Mas?
MasTec disclosed that CEO Jose Ramon Mas amended a prepaid variable forward sale contract covering 340,794 pledged shares of common stock, modifying floor and cap prices for each tranche while retaining ownership and voting rights during the pledge term.

How many MasTec (MTZ) shares are subject to the CEO’s forward sale contract?
The forward sale contract involves 340,794 pledged shares of MasTec common stock. These shares secure obligations under the contract while the CEO retains ownership and all voting rights during the term of the pledge.

What pricing terms were amended in the MasTec (MTZ) CEO’s forward sale agreement?
The amendment reset the Floor Price and Cap Price for each Tranche 1 component. These prices are based on the VWAP of MasTec common stock over a specified period that ended on August 11, 2026.

When can the MasTec (MTZ) CEO’s forward sale contract components be exercised or expire?
Each component of the forward sale contract is exercisable on the same date it expires, with dates for all components falling between August 16, 2027 and September 1, 2028, according to the disclosure footnotes.

How will settlement under the MasTec (MTZ) CEO’s forward contract be made?
The amended agreement allows settlement, at the CEO’s option, in either cash or shares of MasTec common stock. The number of shares or cash amount depends on the stock’s VWAP versus the specified floor and cap prices for each component.

Does the MasTec (MTZ) CEO keep voting rights on shares in the forward sale contract?
Yes. The disclosure states that the CEO retains ownership and all voting rights in the 340,794 pledged shares of MasTec common stock during the term of the pledge securing the prepaid variable forward sale contract.

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
Estimated average burden
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 FLORIDA 33134
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
MASTEC INC [ MTZ ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/11/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Forward sale contract (potential obligation to sell)(1)(2)(3)(4)(5)08/11/2026J(1)(2)(3)(4)(5)340,794 (6) (6)Common Stock340,794(1)(2)(3)(4)(5)0D
Forward sale contract (potential obligation to sell)(1)(2)(3)(4)(5)08/11/2026J(1)(2)(3)(4)(5)340,794 (6) (6)Common Stock340,794(1)(2)(3)(4)(5)340,794D
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 340,794 shares (the "Pledged Shares") of MasTec, Inc. common stock to secure his obligations under the Forward Sale Contract, and retained ownership and voting rights in the Pledged Shares during the term of the pledge.
2. On August 10, 2026, the reporting person and the buyer entered into a fourth 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 1 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 11, 2026. 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 $246.5096 (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 $350.5914 (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 16, 2027 and September 1, 2028.
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 Mas08/13/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR