[Form 4] TUTOR PERINI CORP Insider Trading Activity

Rhea-AI Filing Summary

Tutor Perini Corporation (TPC) CEO and President reported a Form 4 transaction involving cash-settled phantom stock units tied to the company’s common stock. On November 15, 2025, 41,460 phantom stock units vested and were reported as both an acquisition and disposition of 41,460 shares of common stock back to the company at $59.08 per share, in line with SEC reporting rules. After these entries, the reporting person directly owned 113,075 shares of common stock and 41,460 phantom stock units, with an additional tranche of phantom units scheduled to vest on November 15, 2026, contingent on continued employment.

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

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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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2025

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	11/15/2025		M		41,460	A	(1)	154,535	D
Common Stock	11/15/2025		D(1)		41,460	D	$59.08	113,075	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
Phantom Stock Units	(1)	11/15/2025		M			41,460	(1)	(1)	Common Stock	41,460	$0	41,460	D

Explanation of Responses:

1. On November 15, 2023, the reporting person was granted 124,379 cash-settled phantom stock units, of which 41,459 and 41,460 vested on November 15, 2024 and 2025, respectively, and 41,460 will vest on November 15, 2026, contingent upon the reporting person's continued employment through the vesting date. These phantom stock units are considered derivative securities 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 applicable 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	11/18/2025
	** 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.

FAQ

What insider transaction did TPC's CEO report on this Form 4?

The CEO and President of Tutor Perini Corporation (TPC) reported the vesting of 41,460 cash-settled phantom stock units on November 15, 2025, shown as an acquisition and simultaneous disposition of common stock back to the company.

Did the TPC CEO actually buy or sell common stock in this Form 4 filing?

No. The explanation states that the CEO did not purchase or sell any shares of common stock. The vesting of phantom stock units is settled in cash but is required to be reported as both an acquisition and disposition of shares under SEC principles.

How many TPC common shares does the CEO own after the reported transaction?

Following the reported entries, the CEO directly owned 113,075 shares of Tutor Perini common stock, as shown in the non-derivative securities table.

What are the terms of the TPC phantom stock units granted to the CEO?

On November 15, 2023, the CEO was granted 124,379 cash-settled phantom stock units. Of these, 41,459 vested on November 15, 2024, 41,460 vested on November 15, 2025, and 41,460 are scheduled to vest on November 15, 2026, contingent on continued employment.

How is the value of the TPC phantom stock units determined?

The phantom stock units are settled in cash at a value equal to the number of units vested multiplied by the closing price per share of Tutor Perini common stock on the applicable vesting date.

What derivative securities related to TPC does the CEO still hold after this Form 4?

After the reported vesting, the CEO held 41,460 phantom stock units as derivative securities, which correspond to an unvested tranche scheduled to vest on November 15, 2026, subject to continued employment.