Sterling COO reports tax-withholding share disposition

STERLING INFRASTRUCTURE, INC.

Rhea-AI Filing Summary

STERLING INFRASTRUCTURE, INC. Chief Operating Officer Daniel P. Govin reported a Form 4 transaction involving common stock. On 2026-08-06, 6,559 shares of common stock were retained by the company to satisfy tax withholding requirements arising from the release of restrictions on a restricted stock unit award. The withholding was valued at $536.08 per share, based on the closing price on the release date. After this tax-withholding disposition, Govin directly held 43,485 shares of common stock, of which 21,333 shares remain subject to sale and forfeiture restrictions.

Insider Trade Summary

Tax Withholding: 6,559 shares

Tax Withholding 1 txn

Insider Govin Daniel P.

Role Chief Operating Officer (COO)

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1, F2	6,559	$536.08	$3.52M

Holdings After Transaction: Common Stock — 43,485 shares (Direct)

Footnotes (2)

1. F1. 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.
2. F2. Of these shares, 21,333 shares are subject to restrictions on their sale or other transfer and to forfeiture under certain circumstances.

Key Figures

Shares withheld for tax: 6,559 shares Withholding price per share: $536.08 per share Shares held after transaction: 43,485 shares +1 more

4 metrics

Shares withheld for tax 6,559 shares Common stock retained by the company to satisfy tax withholding requirements on 2026-08-06

Withholding price per share $536.08 per share Value used for tax-withholding shares based on closing price on release date

Shares held after transaction 43,485 shares Direct common stock holdings of Daniel P. Govin following the reported transaction

Restricted shares outstanding 21,333 shares Portion of Govin’s holdings still subject to restrictions and possible forfeiture

Key Terms

tax withholding requirements, restricted stock unit award, Code F, subject to restrictions

4 terms

tax withholding requirements financial

"to satisfy the Company's tax withholding requirements (based on the closing price"

restricted stock unit award financial

"arising from the release of restrictions as permitted by the plan pursuant to which the restricted stock unit award"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

Code F financial

"transaction_code "F" indicates a payment of tax liability by delivering or withholding"

subject to restrictions financial

"Of these shares, 21,333 shares are subject to restrictions on their sale or other transfer"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did STRL COO Daniel P. Govin report on this Form 4?

Daniel P. Govin reported a Code F transaction where 6,559 shares of Sterling Infrastructure common stock were retained by the company to cover tax withholding tied to a restricted stock unit release.

How many STRL shares were withheld for taxes in Govin’s latest filing?

The filing shows that 6,559 shares of Sterling Infrastructure common stock were withheld to satisfy tax withholding requirements related to the release of restrictions on a restricted stock unit award.

What price per share was used for the STRL tax-withholding shares?

The tax-withholding shares were valued at $536.08 per share, based on the closing price of Sterling Infrastructure’s common stock on the date the restricted stock unit restrictions were released.

How many STRL shares does Daniel P. Govin hold after this transaction?

After the reported transaction, Daniel P. Govin directly holds 43,485 shares of Sterling Infrastructure common stock, according to the Form 4’s post-transaction holdings disclosure.

How many of Govin’s STRL shares remain subject to restrictions?

Of Govin’s post-transaction holdings, 21,333 shares are still subject to restrictions on sale or transfer and to potential forfeiture under certain circumstances, as noted in the filing footnote.

Was Govin’s STRL Form 4 transaction an open-market sale or a tax withholding?

The transaction was a tax-withholding disposition under Code F, where shares were retained by the company to cover tax liabilities, not an open-market sale or purchase.

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

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Available on EDGAR 08/10/2026 - 04:54 PM Accepted by SEC EDGAR 08/10/2026 - 04:54 PM Learn about SEC filing dates

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).

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^*

Govin Daniel P.

(Last) (First) (Middle)

1800 HUGHES LANDING BLVD.

SUITE 250

(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 Operating Officer (COO)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2026

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	08/06/2026		F		6,559(1)	D	$536.08(1)	43,485(2)	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. 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.

2. Of these shares, 21,333 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)	08/10/2026
	** 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)