Sterling Infrastructure (STRL) CEO granted 30,488 performance-based shares

Rhea-AI Filing Summary

STERLING INFRASTRUCTURE, INC. Chief Executive Officer Joseph A. Cutillo reported equity compensation activity involving company common stock. He acquired 30,488 shares through a grant classified as a “grant, award, or other acquisition,” with no cash price per share reported for this award.

On the same date, 11,668 shares were disposed of in a transaction coded as a tax-withholding disposition at a price of $455.25 per share, with shares retained by the company to satisfy tax obligations tied to the release of prior performance-based stock units. After these transactions, Cutillo directly owned 490,593 common shares, and 20,754 of these remained subject to sale or transfer restrictions and potential forfeiture under certain conditions.

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

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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^*

CUTILLO JOSEPH A

(Last) (First) (Middle)

1800 HUGHES LANDING BLVD.

(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)
	Chief Executive Officer

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		30,488(1)	A	$0(1)	502,261	D
Common Stock	02/25/2026		F		11,668(2)	D	$455.25	490,593(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. Represents shares earned in respect to PSU's 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, 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)	02/27/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did STRL CEO Joseph A. Cutillo report?

Joseph A. Cutillo reported an equity grant and a related tax-withholding share disposition. He received 30,488 common shares as an award, then 11,668 shares were withheld by the company to cover tax liabilities associated with performance-based stock unit vesting.

How many Sterling Infrastructure (STRL) shares were granted to the CEO?

The CEO was granted 30,488 shares of Sterling Infrastructure common stock. These shares were earned from performance stock units granted in 2023 that satisfied required performance conditions, converting into common shares as part of his equity compensation package.

What does the 11,668-share tax-withholding transaction mean for STRL?

The 11,668-share transaction reflects shares retained by the company for tax withholding, not an open-market sale. At $455.25 per share, they were used to satisfy tax obligations from vested equity, reducing shares issued to the executive without generating trading activity.

How many STRL shares does the CEO own after these transactions?

Following the reported transactions, Joseph A. Cutillo directly owned 490,593 shares of Sterling Infrastructure common stock. This figure reflects the net position after receiving 30,488 awarded shares and the 11,668-share tax-withholding disposition retained by the company.

Are any of the STRL shares held by the CEO still restricted?

Yes, 20,754 of the CEO’s Sterling Infrastructure shares remain subject to restrictions. These restricted shares face limits on sale or transfer and can be forfeited under certain circumstances, typical for continuing incentive and retention conditions in executive equity awards.

What type of equity award did STRL’s CEO earn in this Form 4 filing?

The filing shows shares earned from performance stock units granted in 2023. These PSUs vested after meeting specified performance conditions, resulting in 30,488 common shares being awarded to the CEO as part of his long-term incentive compensation.