Sterling Infrastructure (STRL) CEO sells 50,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

Sterling Infrastructure, Inc. Chief Executive Officer Joseph A. Cutillo reported an open-market sale of 50,000 shares of common stock at an average price of $453.4835 per share. The trades on this date were executed in multiple lots between $450.00 and $458.15 per share.

After the sale, Cutillo directly holds 340,593 shares, of which 20,754 shares are subject to restrictions on sale or transfer and potential forfeiture under certain circumstances. The transactions were carried out under a pre-arranged Rule 10b5-1 trading plan adopted on December 8, 2025.

Insights

Equity markets analyst

CEO executes planned share sale, retains substantial stake.

Chief Executive Officer Joseph A. Cutillo sold 50,000 shares of Sterling Infrastructure common stock in an open-market transaction at an average price of $453.4835 per share. The sale was executed in multiple trades within a disclosed price range.

The filing notes that these transactions occurred under a pre-arranged Rule 10b5-1 trading plan adopted on December 8, 2025, which indicates the sales were scheduled in advance rather than timed opportunistically. Following the sale, Cutillo still holds 340,593 shares directly, including 20,754 restricted shares subject to transfer limitations and possible forfeiture.

This pattern is consistent with a sizable but structured liquidity event by a senior executive, while maintaining a significant continuing ownership position. The lack of derivative positions in the accompanying data suggests the transaction involved existing shareholdings rather than option exercises or conversions.

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
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).

X

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^*

CUTILLO JOSEPH A

(Last) (First) (Middle)

1800 HUGHES LANDING BLVD.

(Street)

THE WOODLANDS TEXAS 77380

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/25/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/25/2026		S		50,000(1)	D	$453.4835(2)	340,593(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. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 8, 2025.

2. Transaction executed in multiple trades at prices ranging from $450.00 to $458.15 per share, inclusive. The price reported in column 4 above reflects the average sale price per share. The Reporting Person hereby undertakes to provide the SEC staff, the Issuer or a security holder of the Issuer, upon request, full information regarding the number of shares sold at each respective price within the range set forth in this footnote.

3. Of these shares, 20,754 shares are subject to restrictions on their sale or other transfer and to forfeiture under certain circumstances.

Remarks:

	Mark D. Wolf (Under a Power of Attorney)	03/27/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did STRL CEO Joseph Cutillo report on this Form 4?

Joseph A. Cutillo reported selling 50,000 shares of Sterling Infrastructure common stock. The shares were sold in open-market transactions at an average price of $453.4835 per share, with trade prices ranging from $450.00 to $458.15.

How many STRL shares does the CEO hold after the reported sale?

After the reported sale, CEO Joseph A. Cutillo directly holds 340,593 shares of Sterling Infrastructure common stock. Of this amount, 20,754 shares are restricted, with limitations on sale or transfer and potential forfeiture under certain circumstances.

Was the STRL CEO’s 50,000-share sale part of a trading plan?

Yes. The filing states that the sales were executed under a Rule 10b5-1 trading plan adopted by Joseph A. Cutillo on December 8, 2025. Such plans pre-schedule trades, reducing the significance of transaction timing for interpreting insider sentiment.

At what prices did the STRL CEO’s shares trade in this Form 4 transaction?

The reported transaction was executed in multiple trades at prices between $450.00 and $458.15 per share. The Form 4 lists an average sale price of $453.4835 per share for the 50,000 shares of Sterling Infrastructure common stock sold.

What restrictions apply to part of the STRL CEO’s remaining shares?

Of the CEO’s 340,593 post-transaction shares, 20,754 are subject to restrictions on sale or other transfer and to potential forfeiture in certain circumstances. These conditions typically relate to continued service or performance-based vesting requirements.