Tutor Perini (TPC) CEO logs cash-settled phantom stock unit vestings

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Tutor Perini Corp CEO and President Gary G. Smalley reported routine compensation-related transactions involving cash-settled phantom stock units that vested and were settled in cash. On March 12, 2026, 25,918 phantom stock units vested and were reported as an acquisition and disposition of 25,918 common shares back to the company.

On March 13, 2026, 57,349 phantom stock units vested and were similarly reported as an acquisition and disposition of 57,349 common shares back to the issuer. The footnotes state he did not actually purchase or sell any common shares in these settlements. After these entries, he directly holds 91,479 shares of common stock.

Insider Trade Summary

83,267 shares exercised/converted

Mixed 6 txns

Insider SMALLEY GARY G.

Role CEO and President

Type	Security	Shares	Price	Value
Exercise	Phantom Stock Units	57,349	$0.00	--
Exercise	Common Stock	57,349	$0.00	--
Disposition	Common Stock	57,349	$67.76	$3.89M
Exercise	Phantom Stock Units	25,918	$0.00	--
Exercise	Common Stock	25,918	$0.00	--
Disposition	Common Stock	25,918	$69.20	$1.79M

Holdings After Transaction: Phantom Stock Units — 57,350 shares (Direct); Common Stock — 148,828 shares (Direct)

Footnotes (1)

On March 12, 2025, the reporting person was granted 77,754 cash-settled phantom stock units, of which 25,918 vested on March 12, 2026 and 25,918 vest on each of March 12, 2027 and 2028, contingent upon the reporting person's continued employment through each applicable vesting date. The 25,918 phantom stock units that vested on March 12, 2026 were settled in cash at a value equal to the number of units vested multiplied by the closing price per share of common stock of Tutor Perini Corporation (Issuer) on the vesting date. The reporting person did not purchase or sell any shares of common stock in the settlement of this award, however, the transaction is required to be reported as an acquisition and disposition of shares back to the Issuer under SEC reporting principles. On March 13, 2024, the reporting person was granted 172,048 cash-settled phantom stock units, of which 57,349 vested on each of March 13, 2025 and 2026, and 57,350 vest on March 13, 2027, contingent upon the reporting person's continued employment through each applicable vesting date. The 57,349 phantom stock units that vested on March 13, 2026 were settled in cash at a value equal to the number of units vested multiplied by the closing price per share of common stock of Tutor Perini Corporation (Issuer) on the vesting date. The reporting person did not purchase or sell any shares of common stock in the settlement of this award, however, the transaction is required to be reported as an acquisition and disposition of shares back to the Issuer under SEC reporting principles.

Form 4 Insider Transactions: What Each Field Means →

03/16/2026 - 08:14 PM

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^*

SMALLEY GARY G.

(Last)

(First)

(Middle)

C/O TUTOR PERINI CORPORATION

15901 OLDEN STREET

(Street)

SYLMAR

91342

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TUTOR PERINI CORP [ TPC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
03/12/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/12/2026		M		25,918	A	⁽¹⁾	117,397	D
Common Stock	03/12/2026		D⁽¹⁾		25,918	D	$69.2⁽¹⁾	91,479	D
Common Stock	03/13/2026		M		57,349	A	⁽²⁾	148,828	D
Common Stock	03/13/2026		D⁽²⁾		57,349	D	$67.76⁽²⁾	91,479	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Phantom Stock Units	⁽¹⁾	03/12/2026		M			25,918	⁽¹⁾	⁽¹⁾	Common Stock	25,918	$0	51,836	D
Phantom Stock Units	⁽²⁾	03/13/2026		M			57,349	⁽²⁾	⁽²⁾	Common Stock	57,349	$0	57,350	D

Explanation of Responses:

1. On March 12, 2025, the reporting person was granted 77,754 cash-settled phantom stock units, of which 25,918 vested on March 12, 2026 and 25,918 vest on each of March 12, 2027 and 2028, contingent upon the reporting person's continued employment through each applicable vesting date. The 25,918 phantom stock units that vested on March 12, 2026 were settled in cash at a value equal to the number of units vested multiplied by the closing price per share of common stock of Tutor Perini Corporation (Issuer) on the vesting date. The reporting person did not purchase or sell any shares of common stock in the settlement of this award, however, the transaction is required to be reported as an acquisition and disposition of shares back to the Issuer under SEC reporting principles.

2. On March 13, 2024, the reporting person was granted 172,048 cash-settled phantom stock units, of which 57,349 vested on each of March 13, 2025 and 2026, and 57,350 vest on March 13, 2027, contingent upon the reporting person's continued employment through each applicable vesting date. The 57,349 phantom stock units that vested on March 13, 2026 were settled in cash at a value equal to the number of units vested multiplied by the closing price per share of common stock of Tutor Perini Corporation (Issuer) on the vesting date. The reporting person did not purchase or sell any shares of common stock in the settlement of this award, however, the transaction is required to be reported as an acquisition and disposition of shares back to the Issuer under SEC reporting principles.

Remarks:

	/s/ Ifigenia Protopappas, Attorney-in-Fact	03/16/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Tutor Perini (TPC) report for CEO Gary Smalley?

Tutor Perini reported that CEO Gary G. Smalley had cash-settled phantom stock units vest on March 12 and 13, 2026. These vestings were recorded as acquisitions and dispositions of common shares back to the issuer under SEC reporting rules.

How many Tutor Perini phantom stock units vested for the CEO on March 12, 2026?

On March 12, 2026, 25,918 cash-settled phantom stock units granted to CEO Gary Smalley vested. They were settled in cash based on Tutor Perini’s closing common stock price on the vesting date, and reported as an acquisition and disposition of 25,918 common shares to the issuer.

How many Tutor Perini phantom stock units vested for the CEO on March 13, 2026?

On March 13, 2026, 57,349 cash-settled phantom stock units granted to CEO Gary Smalley vested. These units were settled in cash using Tutor Perini’s closing common stock price that day and reported as an acquisition and disposition of 57,349 common shares back to the issuer.

Did Tutor Perini’s CEO actually buy or sell common shares in these Form 4 transactions?

No. The footnotes state Gary Smalley did not purchase or sell any Tutor Perini common shares. The cash-settled phantom unit vestings are reported as acquisitions and dispositions only to comply with SEC reporting principles, reflecting shares notionally delivered and returned to the issuer.

What are Gary Smalley’s reported Tutor Perini common stock holdings after these transactions?

Following the March 12 and March 13, 2026 Form 4 transactions, Gary Smalley is reported as directly holding 91,479 shares of Tutor Perini common stock. This figure reflects his position after the phantom stock unit vestings and related issuer dispositions recorded in the filing.

How were Tutor Perini’s phantom stock units for the CEO valued at vesting?

The phantom stock units were settled in cash at a value equal to the number of vested units multiplied by Tutor Perini’s closing common stock price on each vesting date. This method applied to both the March 12, 2026 and March 13, 2026 vestings for Gary Smalley.