Equity award and tax withholding reported by Sterling Infrastructure (STRL) counsel

Rhea-AI Filing Summary

STERLING INFRASTRUCTURE, INC. General Counsel and Corporate Secretary Mark D. Wolf reported equity compensation activity in company common stock. He acquired 2,996 shares at no cost as shares earned from performance stock units granted in 2023 after meeting performance conditions. To cover related tax withholding, 1,193 shares were retained by the company based on a share value of $455.25, treated as a disposition for tax purposes rather than an open-market sale. After these transactions, he directly owns 30,637 shares of common stock, including 1,505 shares that remain subject to transfer restrictions and potential forfeiture.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Wolf Mark D.

Role General Counsel, Corporate Sec

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	2,996	$0.00	--
Tax Withholding	Common Stock	1,193	$455.25	$543K

Holdings After Transaction: Common Stock — 31,830 shares (Direct)

Footnotes (1)

1. Represents shares earned with respect to PSUs granted in 2023 that have satisfied certain performance conditions. These shares were retained by the Company at the election of the Reporting Person pursuant to a procedure approved by the Compensation Committee of the Board of Directors to satisfy the Company's tax withholding requirements (based on the closing price of the Company's common stock on the release date) arising from the release of restrictions as permitted by the plan pursuant to which the restricted stock unit award was made. Of these shares, 1,505 shares are subject to restrictions on their sale or other transfer and to forfeiture under certain circumstances.

Form 4 Insider Transactions: What Each Field Means →

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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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^*

Wolf Mark D.

(Last) (First) (Middle)

1800 HUGHES LANDING BLVD

SUITE 250

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
STERLING INFRASTRUCTURE, INC. [ STRL ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	General Counsel, Corporate Sec

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

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
Common Stock	02/25/2026		A		2,996(1)	A	$0(1)	31,830	D
Common Stock	02/25/2026		F		1,193(2)	D	$455.25	30,637(3)	D

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

Explanation of Responses:

1. Represents shares earned with respect to PSUs granted in 2023 that have satisfied certain performance conditions.

2. These shares were retained by the Company at the election of the Reporting Person pursuant to a procedure approved by the Compensation Committee of the Board of Directors to satisfy the Company's tax withholding requirements (based on the closing price of the Company's common stock on the release date) arising from the release of restrictions as permitted by the plan pursuant to which the restricted stock unit award was made.

3. Of these shares, 1,505 shares are subject to restrictions on their sale or other transfer and to forfeiture under certain circumstances.

Remarks:

	Mark D. Wolf	02/27/2026
	** Signature of Reporting Person	Date
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.

FAQ

What insider transactions did STRL executive Mark D. Wolf report on this Form 4?

Mark D. Wolf reported an equity award and related tax withholding. He acquired 2,996 shares of Sterling Infrastructure common stock from earned performance stock units and disposed of 1,193 shares that were retained by the company to satisfy tax withholding obligations.

Was the STRL Form 4 transaction an open-market buy or sell by Mark D. Wolf?

The Form 4 shows no open-market buy or sell. Wolf received 2,996 shares as a performance-based equity award, and 1,193 shares were withheld by the company to cover taxes, classified as a tax-withholding disposition rather than a market sale.

How many STRL shares does Mark D. Wolf own after these Form 4 transactions?

After the reported transactions, Mark D. Wolf directly holds 30,637 shares of Sterling Infrastructure common stock. This total reflects the 2,996-share award and the 1,193-share tax withholding disposition reported for the same date.

What is the nature of the 2,996 STRL shares acquired by Mark D. Wolf?

The 2,996 shares represent stock earned from performance stock units granted in 2023. These PSUs vested after certain performance conditions were satisfied, converting into common shares awarded to Mark D. Wolf at no purchase price per share.

Why were 1,193 STRL shares classified as a disposition in this Form 4?

The 1,193 shares were retained by the company at Wolf’s election to satisfy tax withholding requirements. This is reported as a tax-withholding disposition, using a reference price of $455.25 per share based on the closing stock price on the release date.

Are any of Mark D. Wolf’s STRL shares still subject to restrictions?

Yes. Of his holdings, 1,505 shares remain subject to restrictions on sale or transfer and can be forfeited under certain circumstances. These restricted shares are part of his reported 30,637 directly owned Sterling Infrastructure common shares.