Sterling CEO granted 40,000 restricted shares

CUTILLO JOSEPH A reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

CUTILLO JOSEPH A reported acquisition or exercise transactions in this Form 4 filing.

Sterling Infrastructure, Inc. Chief Executive Officer Joseph A. Cutillo received a grant of 40,000 shares of common stock in the form of time-vested restricted stock units. These units will vest on December 31, 2027, if specified service conditions are met.

Following this grant, Cutillo directly holds 330,593 shares of common stock. Of this amount, 60,754 shares are subject to restrictions on sale or transfer and may be forfeited under certain circumstances.

Insider Trade Summary

Grant/Award: 40,000 shares

Grant/Award 1 txn

Insider CUTILLO JOSEPH A

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	40,000	$0.00	$0.00

Holdings After Transaction: Common Stock — 330,593 shares (Direct)

Footnotes (2)

1. F1. Represents the grant of time-vested restricted stock units that will vest on December 31, 2027, provided the service conditions are satisfied.
2. F2. Of these shares, 60,754 shares are subject to restrictions on their sale or other transfer and to forfeiture under certain circumstances.

Key Figures

RSU grant size: 40,000 shares Grant price per share: $0.00 per share Vesting date: December 31, 2027 +2 more

5 metrics

RSU grant size 40,000 shares Time-vested restricted stock units granted to CEO

Grant price per share $0.00 per share Compensation award, not open-market purchase

Vesting date December 31, 2027 RSUs vest if service conditions are satisfied

Total direct holdings 330,593 shares Common stock held by CEO after the grant

Restricted shares outstanding 60,754 shares Portion of CEO holdings subject to restrictions and forfeiture

Key Terms

restricted stock units, time-vested, forfeiture

3 terms

restricted stock units financial

"Represents the grant of time-vested restricted stock units that will vest on December 31, 2027"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

time-vested financial

"Represents the grant of time-vested restricted stock units that will vest on December 31, 2027"

Time-vested describes a right—such as stock options, restricted shares, or pension benefits—that becomes fully owned by an individual only after they have waited for or worked through a specified period. For investors, it matters because these delayed ownership rules affect when insiders or employees can sell shares, which influences share supply, executive incentives, and the timing of potential stock dilution or insider-driven stock sales.

forfeiture financial

"subject to restrictions on their sale or other transfer and to forfeiture under certain circumstances"

FAQ

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

What did STRL CEO Joseph Cutillo report in this Form 4 filing?

Joseph Cutillo reported receiving a grant of 40,000 time-vested restricted stock units in Sterling Infrastructure common stock. These awards are part of his compensation and increase his direct holdings, subject to vesting and forfeiture conditions.

How many Sterling Infrastructure (STRL) shares does the CEO now hold?

After the reported award, CEO Joseph Cutillo directly holds 330,593 shares of Sterling Infrastructure common stock. This total includes both unrestricted and restricted shares subject to sale limitations and potential forfeiture conditions.

When do Joseph Cutillo’s newly granted STRL restricted stock units vest?

The 40,000 time-vested restricted stock units granted to Joseph Cutillo are scheduled to vest on December 31, 2027. Vesting depends on satisfying the specified service conditions through that date under the company’s equity compensation terms.

What restrictions apply to some of Joseph Cutillo’s STRL shares?

Of the CEO’s total holdings, 60,754 shares are subject to restrictions on sale or other transfer. These restricted shares can be forfeited under certain circumstances defined by Sterling Infrastructure’s equity award and employment-related agreements.

Was this STRL insider transaction an open-market purchase or sale?

This transaction was a grant or award acquisition of 40,000 restricted stock units, not an open-market purchase or sale. The shares were received as compensation at no cash cost per share, according to the Form 4 transaction code and pricing details.

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

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Accepted by SEC EDGAR 05/21/2026 - 04:08 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^*

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)

X	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)
05/20/2026

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	05/20/2026		A		40,000(1)	A	$0	330,593(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. Represents the grant of time-vested restricted stock units that will vest on December 31, 2027, provided the service conditions are satisfied.

2. Of these shares, 60,754 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)	05/21/2026
	** 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)