Tutor Perini (TPC) chair reports cash-settled phantom stock awards and vesting

Rhea-AI Filing Summary

Tutor Perini Corp Executive Chairman Ronald N. Tutor, a director and more than 10% owner, reported compensation-related phantom stock activity rather than open-market trading. On March 12 and 13, 2026, a total of 308,441 previously granted cash-settled phantom stock units vested and were settled in cash, valued using closing common stock prices of $69.20 and $67.76 per share, respectively. Under SEC rules these settlements appear as an acquisition of common stock followed by a disposition back to the issuer, but the footnotes state that no common shares were actually purchased or sold. On March 11, 2026, Tutor also received a new grant of 58,510 cash-settled phantom stock units that vest on December 31, 2026. As of March 11, 2026, he also reported indirect holdings of common stock through trusts totaling 4,134,967, 711,477 and 1,533,255 shares, respectively.

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^*

TUTOR RONALD N

(Last) (First) (Middle)

C/O TUTOR PERINI CORPORATION

15901 OLDEN STREET

(Street)

SYLMAR CA 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	X	10% Owner
	Officer (give title below)	X	Other (specify below)
			Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2026

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	03/12/2026		M		155,509	A	(1)	155,509	D
Common Stock	03/12/2026		D(1)		155,509	D	$69.2(1)	0	D
Common Stock	03/13/2026		M		152,932	A	(2)	152,932	D
Common Stock	03/13/2026		D(2)		152,932	D	$67.76(2)	0	D
Common Stock								4,134,967	I	By Tutor Marital Property Trust
Common Stock								711,477	I	By Ronald N. Tutor Separate Property Trust
Common Stock								1,533,255	I	By Ronald N. Tutor 2018 Dynasty Trust

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
Phantom Stock Units	(1)	03/12/2026		M			155,509	(1)	(1)	Common Stock	155,509	$0	0	D
Phantom Stock Units	(2)	03/13/2026		M			152,932	(2)	(2)	Common Stock	152,932	$0	152,931	D
Phantom Stock Units	(3)	03/11/2026		A		58,510		(3)	(3)	Common Stock	58,510	$0	58,510	D

Explanation of Responses:

1. On March 12, 2025, the reporting person was granted 155,509 cash-settled phantom stock units that vested on March 12, 2026. These phantom stock units 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 458,795 cash-settled phantom stock units, of which 152,932 vested on each of March 13, 2025 and 2026, and 152,931 vest on December 31, 2026, contingent upon the reporting person's continued employment through each applicable vesting date. The 152,932 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.

3. On March 11, 2026, the reporting person was granted 58,510 cash-settled phantom stock units that vest on December 31, 2026 contingent upon the reporting person's continued employment through the vesting date. Under the SEC rules, these phantom stock units are considered derivative securities that convert to shares, on a one-for-one basis, and are settled in cash on the vesting date.

Remarks:

	/s/ Ifigenia Protopappas, Attorney-in-Fact	03/13/2026
	** 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).
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FAQ

What did Ronald N. Tutor report in this Form 4 for TPC?

Ronald N. Tutor reported vesting and cash settlement of previously granted phantom stock units and a new phantom unit grant. The filing shows required book entries of acquisitions and dispositions, but the footnotes clarify no actual common stock trades occurred.

Were any Tutor Perini (TPC) common shares bought or sold in this filing?

No common shares were bought or sold. The footnotes state the vested phantom stock units were settled entirely in cash, using TPC’s closing share prices, and the reported acquisitions and dispositions reflect SEC reporting mechanics, not market trades.

How many phantom stock units vested for Ronald Tutor in March 2026?

Two prior awards totaling 308,441 cash-settled phantom stock units vested in March 2026. A 155,509-unit grant vested on March 12, 2026, and 152,932 units from a larger 2024 grant vested on March 13, 2026, all settled in cash based on closing prices.

What new phantom stock grant did Ronald Tutor receive from Tutor Perini (TPC)?

On March 11, 2026, Ronald Tutor received 58,510 cash-settled phantom stock units. These units vest on December 31, 2026, contingent on his continued employment, and are designed to convert one-for-one into a cash payment tied to TPC’s common stock price at vesting.

How are Ronald Tutor’s phantom stock units with TPC valued at settlement?

The phantom stock units are settled in cash using Tutor Perini’s closing common stock price on the vesting date. For the March 2026 vestings, the Form 4 shows per-share values of $69.20 and $67.76, applied to the respective vested unit counts.

What indirect common stock holdings did Ronald Tutor report for TPC?

Ronald Tutor reported indirect ownership of TPC common stock through three trusts, holding 4,134,967, 711,477 and 1,533,255 shares, respectively, as of March 11, 2026. These entries reflect existing trust holdings, not new purchases or sales.