Tutor Perini (TPC) CEO cash-settles 477,454 performance stock units

Rhea-AI Filing Summary

Tutor Perini Corporation’s CEO and President, who also serves as a director, reported the vesting of a large cash-settled performance stock unit award linked to the company’s stock price. On December 31, 2025, 200% of a 238,727-unit Target Award granted on January 1, 2023 was earned, resulting in 477,454 cash-settled performance stock units vesting after meeting three-year annualized stock price growth goals. The cash settlement amount equals the number of vested units multiplied by the closing price of the common stock on the vesting date, shown as $67.02 per share. The filing notes the executive did not actually purchase or sell common shares for this settlement, but it is reported as both an acquisition and a disposition back to the issuer under SEC reporting rules. Following the reporting, the executive directly beneficially owned 81,479 shares of common stock.

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^*

SMALLEY GARY G.

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

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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	12/31/2025		M		477,454	A(1)	(1)	558,933	D
Common Stock	12/31/2025		D		477,454	D(1)	$67.02(1)	81,479	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Cash-Settled Performance Stock Units	(1)	12/31/2025		M			477,454	(1)	(1)	Common Stock	477,454	$0	0	D

Explanation of Responses:

1. On January 1, 2023, the reporting person was granted 238,727 cash-settled performance stock units (Target Award) that vest and are earned from 0-200% of Target Award based upon the achievement of certain annualized stock price growth goals over a three-year performance period. On December 31, 2025, 200% of the Target Award was earned and vested. The cash settlement amount equals the number of units that vested multiplied by the closing price of the 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 back to the Issuer under SEC reporting principles.

Remarks:

	/s/ Ifigenia Protopappas, Attorney-in-Fact	01/02/2026
	** 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 insider transaction did TPC’s CEO report in this Form 4?

The CEO and President of Tutor Perini Corporation (TPC), who is also a director, reported the vesting and cash settlement of a large cash-settled performance stock unit award that is treated as both an acquisition and disposition under SEC reporting rules.

How many performance stock units vested for the Tutor Perini (TPC) CEO?

The executive was originally granted a Target Award of 238,727 cash-settled performance stock units on January 1, 2023. On December 31, 2025, 200% of the Target Award was earned and vested, resulting in 477,454 units vesting.

How was the cash settlement amount determined for the vested units at TPC?

The filing states that the cash settlement amount equals the number of units that vested multiplied by the closing price of Tutor Perini Corporation common stock on the vesting date. The transaction table shows a price of $67.02 per share for the reported disposition.

Did the Tutor Perini (TPC) CEO buy or sell common stock in this transaction?

No. The explanation specifies that the reporting person did not purchase or sell any shares of common stock in the settlement of this award; it is a cash-settled performance unit award. The transaction is nonetheless required to be reported as an acquisition and disposition back to the issuer.

How many TPC common shares does the CEO beneficially own after this Form 4 event?

After the reported transaction, the Form 4 shows that the reporting person directly beneficially owned 81,479 shares of Tutor Perini Corporation common stock.

What performance goals determined the vesting of the Tutor Perini (TPC) performance stock units?

The 238,727-unit Target Award could be earned from 0–200% of target based on achieving specified annualized stock price growth goals over a three-year performance period. On December 31, 2025, these goals resulted in the full 200% payout.