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MasTec (MTZ) director Jorge Mas updates forward sale on 1.10M pledged shares

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

Rhea-AI Filing Summary

MasTec Inc. director Jorge Mas, through affiliated entity Jorge Mas Holdings I, LLC, amended a prepaid variable forward sale contract tied to 1,099,335 pledged shares of MasTec common stock. The amended agreement adjusts floor and cap prices for two tranches and permits settlement in cash or shares, with components exercisable and expiring between August 16, 2027 and September 1, 2028. The reporting person states that he currently retains beneficial ownership and all voting rights in the pledged shares.

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Insider MAS JORGE
Role Director
Type Security Shares Price Value
Other Forward sale contract (potential obligation to sell) F1, F2, F3, F4, F5, F6, F7 1,099,335 -- --
Other Forward sale contract (potential obligation to sell) F1, F2, F3, F4, F5, F6, F7 1,099,335 -- --
Holdings After Transaction: Forward sale contract (potential obligation to sell) — 1,099,335 shares (Indirect, See Footnote)
Footnotes (7)
  1. F1. 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 1,099,335 shares (the "Pledged Shares") of MasTec, Inc. common stock to secure its 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, JM Holdings I 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 JM Holdings I'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 JM Holdings I 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 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. 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 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. 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.
  7. F7. Shares owned of record by JM Holdings I.
Pledged Shares 1,099,335 shares MasTec common stock pledged under the prepaid variable forward sale contract
Tranche 1 Floor Price $246.5096 Floor Price used to determine settlement for each Tranche 1 component
Tranche 1 Cap Price $350.5914 Cap Price used to determine settlement for each Tranche 1 component
Tranche 2 Floor Price $157.3441 Floor Price used to determine settlement for each Tranche 2 component
Tranche 2 Cap Price $243.0093 Cap Price used to determine settlement for each Tranche 2 component
Number of Components 30 components Two tranches of 15 components each in the forward sale structure
Exercise/Expiration Window Start August 16, 2027 Earliest date on which any contract component is exercisable and expires
Exercise/Expiration Window End September 1, 2028 Latest date on which any contract component is exercisable and expires
prepaid variable forward sale contract financial
"is party to a prepaid variable forward sale contract (as amended to date, the "Forward Sale Contract")"
Floor Price financial
"then JM Holdings I will deliver to the buyer all of the Pledged Shares... a "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
"greater than the Tranche 1 Floor Price or Tranche 2 Floor Price... a "Cap Price""
volume weighted average price financial
"were determined based on the volume weighted average price (the "VWAP") of MasTec, Inc.'s common stock"
The volume weighted average price (VWAP) is a way to measure the average price of a security, such as a stock, over a specific period, taking into account how many units were traded at each price. It’s similar to calculating the average cost of items bought when some are more frequently purchased than others. Investors use VWAP to assess whether a security is being bought or sold at a fair price during trading.
Tranche financial
"The Pledged Shares are divided into two tranches (each, a "Tranche") of 15 components each"
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 did MasTec (MTZ) director Jorge Mas report in this Form 4?
Jorge Mas reported amendments to a prepaid variable forward sale contract tied to MasTec shares through an affiliated LLC. The changes adjust pricing terms and confirm settlement can occur in cash or shares over future valuation dates.

How many MasTec (MTZ) shares are subject to the forward sale contract?
The contract is secured by 1,099,335 pledged shares of MasTec common stock held by Jorge Mas Holdings I, LLC. These shares secure the contract obligations while the reporting person retains ownership and voting rights during the pledge term.

What are the key floor and cap prices in the MasTec (MTZ) forward sale arrangement?
The amendment sets Tranche 1 floor and cap prices at $246.5096 and $350.5914, and Tranche 2 floor and cap prices at $157.3441 and $243.0093. Share or cash settlement depends on where the VWAP falls versus these thresholds.

Over what period can the MasTec (MTZ) forward sale components be exercised or expire?
Each contract component is exercisable on the same date it expires, with dates falling between August 16, 2027 and September 1, 2028. Outcomes depend on MasTec’s share volume weighted average price at each component’s valuation date.

Does Jorge Mas still beneficially own the MasTec (MTZ) shares in the forward sale?
Yes. The reporting person states he currently retains beneficial ownership and all voting rights in the MasTec common stock subject to the amended forward sale agreement, even though the shares are pledged to secure the contract.

Who actually holds the MasTec (MTZ) shares involved in this Form 4?
The 1,099,335 shares are owned of record by Jorge Mas Holdings I, LLC, a Florida LLC. This entity, controlled through another LLC of which Jorge Mas is the sole member, is party to 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 JORGE
(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
Officer (give title below)Other (specify below)
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)1,099,335 (6) (6)Common Stock1,099,335(1)(2)(3)(4)(5)0ISee Footnote(7)
Forward sale contract (potential obligation to sell)(1)(2)(3)(4)(5)08/11/2026J(1)(2)(3)(4)(5)1,099,335 (6) (6)Common Stock1,099,335(1)(2)(3)(4)(5)1,099,335ISee 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 1,099,335 shares (the "Pledged Shares") of MasTec, Inc. common stock to secure its 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, JM Holdings I 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 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 $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 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 $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 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 16, 2027 and September 1, 2028.
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 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