MasTec 13D/A: Mas Reduces Pledged Shares to 340,794 — 7.8% Stake

MasTec Schedule 13D/A update: This amendment reports that Jose Ramon Mas and affiliated entities together beneficially own 6,186,877 shares, representing 7.8% of MasTec (based on 78,907,954 shares outstanding).

Rhea-AI Filing Summary

MasTec Schedule 13D/A update: This amendment reports that Jose Ramon Mas and affiliated entities together beneficially own 6,186,877 shares, representing 7.8% of MasTec (based on 78,907,954 shares outstanding). The filing discloses an August 18, 2025 amendment to a prepaid variable forward sale contract that revised the Floor and Cap prices for Tranche 2 components, adjusted share counts and reduced the number of shares pledged under the contract to 340,794.

The prepaid forward permits settlement in cash or shares on specified valuation dates in August or September 2026 or 2027, with delivery formulas tied to the VWAP on those dates and defined Tranche 1 and Tranche 2 Floor and Cap Prices. The stated purpose of the original prepaid forward was to provide funds for investment in the Miami Major League Soccer franchise. The reporting persons retain voting rights in the pledged shares during the pledge term.

Positive

• Reduced pledged shares: Amendment reduces the number of Shares pledged under the Prepaid Forward Contract to 340,794
• Voting rights retained: Reporting person retains ownership and voting rights in the pledged shares during the pledge term
• Transparent disclosure: Clear presentation of aggregate beneficial ownership of 6,186,877 shares (7.8%) and allocation among affiliated entities

Negative

• Potential future share delivery: The Prepaid Forward Contract may require delivery of up to 100% of the pledged shares on valuation dates, which could reduce the reporting person’s holdings
• Contract-dependent outcomes: Settlement amounts are tied to VWAP and Floor/Cap formulas, creating uncertainty about the ultimate number of shares or cash to be delivered

Insights

Financial Analyst

TL;DR: Amendment adjusts forward contract economics and lowers pledged shares to 340,794 while reporting a 7.8% aggregate stake.

The amendment updates VWAP-based Floor and Cap prices for Tranche 2 components and correspondingly reduces the pledged share count to 340,794, which limits the maximum number of shares that could be delivered under the Prepaid Forward Contract. The contract still allows settlement in cash or shares on specified valuation dates in 2026 and 2027 and preserves voting rights for the pledged shares. For investors, this is a contractual modification and a disclosure of continued significant insider ownership rather than an operational development affecting MasTec's business performance.

Corporate Governance Expert

TL;DR: Large insider maintains voting control and alters collateral under a prepaid forward; disclosure clarifies potential future share delivery.

The filing clarifies beneficial ownership across multiple related entities and trusts, discloses that certain shares remain pledged as collateral under a prepaid forward, and confirms the reporting person retains voting rights in those pledged shares. The document also explicitly disclaims beneficial ownership of trust and foundation holdings except to the extent of pecuniary interest. This amendment improves transparency about the insider's economic exposure and potential future dilution from contract settlement.

FAQ

What stake in MasTec (MTZ) do the reporting persons hold after this filing?

They beneficially own 6,186,877 shares, representing 7.8% of outstanding common stock based on 78,907,954 shares.

How many MasTec shares are pledged under the amended prepaid forward contract?

Following the amendment the number of pledged shares is 340,794.

When can the prepaid forward be settled and in what form?

Settlement may occur on specified valuation dates in August or September of 2026 or 2027, at Jose Ramon Mas’s option, in cash or shares.

What determines how many shares are delivered under the prepaid forward?

Delivery is determined by the VWAP on each Valuation Date relative to defined Tranche 1 and Tranche 2 Floor and Cap Prices, with formulas in the filing specifying the applicable share quantity or cash amount.

Why was the prepaid forward originally entered into?

The filing states the prepaid forward was entered into to provide funds for investment in the Miami Major League Soccer franchise.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/22/2025 - 04:20 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

MasTec, Inc.

(Name of Issuer)

Common Stock, Par Value $.10 Per Share

(Title of Class of Securities)

576323109

(CUSIP Number)

Sandy Orr
800 S. Douglas Road, 11th Floor
Coral Gables, FL, 33134
305-406-1968

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/21/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 576323109

1

Name of reporting person

Jose Ramon Mas

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,536,936.00
8	Shared Voting Power 1,649,941.00
9	Sole Dispositive Power 4,536,936.00
10	Shared Dispositive Power 1,649,941.00

11

Aggregate amount beneficially owned by each reporting person

6,186,877.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.8 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

This Amendment No. 4 to Schedule 13D is filed jointly on behalf of Jose Ramon Mas, Jose Ramon Mas Holdings I, LLC ("JRM Holdings I"), Jose Ramon Mas Holdings, LLC ("JRM Holdings"), Jorge Mas Irrevocable Family Trust ("JM Trust"), Jose Ramon Mas Irrevocable Family Trust ("JR Trust"), Mas Equity Partners III, LLC ("Mas Partners III"), and Mas Family Foundation Inc. ("Family Foundation") (collectively, the "Reporting Persons"). This Amendment No. 4 to Schedule 13D amends and updates the statements on Schedule 13D previously filed on December 9, 2015, as amended on November 19, 2019, as further amended on January 13, 2023, as further amended on September 10, 2024, with respect to the Common Stock, $.10 par value (the "Shares" or "Common Stock") of MasTec, Inc., a Florida corporation (the "Issuer").

SCHEDULE 13D

CUSIP No. 576323109

1

Name of reporting person

Jose Ramon Mas Holdings I, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,280,688.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,280,688.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,280,688.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

See comments above.

SCHEDULE 13D

CUSIP No. 576323109

1

Name of reporting person

Jose Ramon Mas Holdings, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,280,688.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,280,688.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,280,688.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

See comments above.

SCHEDULE 13D

CUSIP No. 576323109

1

Name of reporting person

Jorge Mas Irrevocable Family Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 848,941.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 848,941.00

11

Aggregate amount beneficially owned by each reporting person

848,941.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.1 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

See comments above.

SCHEDULE 13D

CUSIP No. 576323109

1

Name of reporting person

Jose Ramon Mas Irrevocable Family Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 425,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 425,000.00

11

Aggregate amount beneficially owned by each reporting person

425,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.5 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

See comments above.

SCHEDULE 13D

CUSIP No. 576323109

1

Name of reporting person

Mas Equity Partners III, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 276,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 276,000.00

11

Aggregate amount beneficially owned by each reporting person

276,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.3 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

See comments above.

SCHEDULE 13D

CUSIP No. 576323109

1

Name of reporting person

Mas Family Foundation Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FLORIDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 100,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 100,000.00

11

Aggregate amount beneficially owned by each reporting person

100,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0.1 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

See comments above.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, Par Value $.10 Per Share
(b)	Name of Issuer: MasTec, Inc.
(c)	Address of Issuer's Principal Executive Offices: 800 S. Douglas Road, 12th Floor, Coral Gables, FLORIDA , 33134.
Item 3.	Source and Amount of Funds or Other Consideration
	Share ownership by each of the persons reporting on this Schedule 13D reflect transfers among certain of the reporting persons as well as grants of equity compensation to Mr. Mas since November 19, 2019, all as previously reported on Forms 4 filed by Mr. Mas.
Item 4.	Purpose of Transaction
	The purpose of this filing to is report entry by Jose Ramon Mas on August 18, 2025 into an amendment (the "Third Amendment") to the previously reported prepaid variable forward sale contract entered into by Jose Ramon Mas with an unaffiliated party (the "JR 2019 Prepaid Forward Contract," and, as amended to date, the "Prepaid Forward Contract"). The Third Amendment amends the Floor Price (as defined below) and 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 appropriately adjusts 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 Shares pledged under the Prepaid Forward Contract to 340,794 Shares. The Prepaid Forward Contract provides for the settlement of the transaction, at the option of Jose Ramon Mas, in cash or in Shares. At settlement Jose Ramon Mas will be obligated to deliver to the buyer, on the applicable date in August or September 2026 or 2027 for the applicable component (each, a "Valuation Date") in the first ("Tranche 1") or second ("Tranche 2") tranche, as applicable, of 15 components each ( "Tranche 1 Components" or "Tranche 2 Components"), at Jose Ramon Mas's option, up to 100% of the number of Shares pledged for such component or an equivalent amount of cash. Jose Ramon Mas entered into the JR 2019 Prepaid Forward Contract to provide funds for investment in the Miami Major League Soccer franchise. For more information on the terms of the Prepaid Forward Contract, please see Item 6 below.
Item 5.	Interest in Securities of the Issuer
(a)	By Jose Ramon Mas: 6,186,877, 7.8%. The Shares beneficially owned by Jose Ramon Mas include: 3,256,248 Shares owned by Jose Ramon Mas individually; 1,280,688 Shares owned by JRM Holdings I, which is controlled by JRM Holdings, of which Jose Ramon Mas is the sole member; 848,941 Shares owned by the JM Trust of which Jose Ramon Mas is a trustee; 425,000 Shares owned by the JR Trust of which Patricia Mas, the wife of Jose Ramon Mas, is a trustee; 276,000 Shares owned by Mas Partners III, a Delaware limited liability company, in which Jose Ramon Mas is a member; and 100,000 Shares owned by the Family Foundation, a Florida not-for-profit corporation, of which Jose Ramon Mas is the secretary and a member of the Board of Directors. Jose Ramon Mas disclaims beneficial ownership of all Shares of common stock held by the JM Trust, the JR Trust and the Family Foundation, except, in each case, to the extent of his pecuniary interest therein. 340,794 Shares of Common Stock owned by Jose Ramon Mas individually are subject to the Prepaid Forward Contract and are pledged as collateral to secure Jose Ramon Mas's obligations under such Prepaid Forward Contract. By JRM Holdings I: 1,280,688, 1.6% By JRM Holdings: 1,280,688, 1.6% By JM Trust: 848,941, 1.1% By JR Trust: 425,000, 0.5% By Mas Partners III: 276,000, 0.3% By Family Foundation: 100,000, 0.1% The percentage of beneficial ownership is based upon 78,907,954 Shares of Common Stock outstanding as of July 28, 2025.
(b)	The Reporting Person's responses to cover page Items 7 through 10 of this 13D/A are hereby incorporated by reference in this Item 5.
(c)	The Reporting Person's responses to Items 4(a) and 6(a) of this 13D/A are hereby incorporated by reference in this Item 5.
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	340,794 Shares owned by Jose Ramon Mas are covered by the Prepaid Forward Contract. The Prepaid Forward Contract obligates Jose Ramon Mas to deliver to the buyer under the Prepaid Forward Contract, on each Valuation Date, at Jose Ramon Mas's option, up to 100% of the number of Shares pledged for the applicable component or an equivalent amount of cash. Jose Ramon Mas pledged an aggregate of 340,794 Shares (the "Pledged Shares") of MasTec, Inc. common stock to secure his obligations under the Prepaid Forward Contract, and currently retains ownership and voting rights in the Pledged Shares during the term of the pledge. The number of Shares to be potentially delivered to the buyer on each Valuation Date (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 Shares 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 Jose Ramon Mas will deliver to the buyer all of the Pledged Shares for the applicable component; (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 Jose Ramon Mas 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 the applicable Floor Price divided by such Valuation Price and (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 Jose Ramon Mas will deliver to the buyer the number of Shares equal to 100% of 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. Except as set forth above, Jose Ramon Mas retains beneficial ownership of the Pledged Shares and rights related thereto, including voting power with respect thereto.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Variable Share Forward Transaction Amendment No. 3 Agreement dated August 18, 2025 by and between Jose Ramon Mas and Bank of America, N.A.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Jose Ramon Mas

Signature:	/s/ Jose Ramon Mas
Name/Title:	Jose Ramon Mas
Date:	08/22/2025

Jose Ramon Mas Holdings I, LLC

Signature:	/s/ Jose Ramon Mas
Name/Title:	Jose Ramon Mas, Manager
Date:	08/22/2025

Jose Ramon Mas Holdings, LLC

Signature:	/s/ Jose Ramon Mas
Name/Title:	Jose Ramon Mas, Manager
Date:	08/22/2025

Jorge Mas Irrevocable Family Trust

Signature:	/s Jose Ramon Mas
Name/Title:	Jose Ramon Mas, Trustee
Date:	08/22/2025

Jose Ramon Mas Irrevocable Family Trust

Signature:	/s/ Jorge Mas
Name/Title:	Jorge Mas, Trustee
Date:	08/22/2025

Mas Equity Partners III, LLC

Signature:	/s/ Jose Ramon Mas
Name/Title:	Jose Ramon Mas, Member
Date:	08/22/2025

Mas Family Foundation Inc.

Signature:	/s/ Jose Ramon Mas
Name/Title:	Jose Ramon Mas, Secretary
Date:	08/22/2025