Tutor Perini (NYSE: TPC) CFO logs cash-settled phantom unit awards

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Tutor Perini Corporation Executive VP & CFO Ryan Joseph Soroka reported vesting of cash-settled phantom stock units, not open-market stock trades. On March 12, 2026, 5,831 phantom stock units converted into 5,831 shares of common stock and were simultaneously reported as a disposition back to the issuer at $69.20 per share for cash settlement.

On March 13, 2026, an additional 4,779 phantom stock units converted into 4,779 common shares and were likewise reported as disposed back to the issuer at $67.76 per share, also settled in cash. The footnotes state Soroka did not actually purchase or sell common stock in these settlements. Following these transactions, he directly holds 42,883 shares of Tutor Perini common stock.

Insider Trade Summary

10,610 shares exercised/converted

Mixed 6 txns

Insider SOROKA RYAN JOSEPH

Role Executive VP & CFO

Type	Security	Shares	Price	Value
Exercise	Phantom Stock Units	4,779	$0.00	--
Exercise	Common Stock	4,779	$0.00	--
Disposition	Common Stock	4,779	$67.76	$324K
Exercise	Phantom Stock Units	5,831	$0.00	--
Exercise	Common Stock	5,831	$0.00	--
Disposition	Common Stock	5,831	$69.20	$404K

Holdings After Transaction: Phantom Stock Units — 4,779 shares (Direct); Common Stock — 47,662 shares (Direct)

Footnotes (1)

On March 12, 2025, the reporting person was granted 17,495 cash-settled phantom stock units, of which 5,831 vested on March 12, 2026 and 5,832 vest on each of March 12, 2027 and 2028, contingent upon the reporting person's continued employment through each applicable vesting date. The 5,831 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 14,337 cash-settled phantom stock units, of which 4,779 vested on each of March 13, 2025 and 2026 and 4,779 vest on March 13, 2027, contingent upon the reporting person's continued employment through each applicable vesting date. The 4,779 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 - 08:16 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

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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^*

SOROKA RYAN JOSEPH

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP & CFO

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		5,831	A	⁽¹⁾	48,714	D
Common Stock	03/12/2026		D⁽¹⁾		5,831	D	$69.2⁽¹⁾	42,883	D
Common Stock	03/13/2026		M		4,779	A	⁽²⁾	47,662	D
Common Stock	03/13/2026		D⁽²⁾		4,779	D	$67.76⁽²⁾	42,883	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			5,831	⁽¹⁾	⁽¹⁾	Common Stock	5,831	$0	11,664	D
Phantom Stock Units	⁽²⁾	03/13/2026		M			4,779	⁽²⁾	⁽²⁾	Common Stock	4,779	$0	4,779	D

Explanation of Responses:

1. On March 12, 2025, the reporting person was granted 17,495 cash-settled phantom stock units, of which 5,831 vested on March 12, 2026 and 5,832 vest on each of March 12, 2027 and 2028, contingent upon the reporting person's continued employment through each applicable vesting date. The 5,831 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 14,337 cash-settled phantom stock units, of which 4,779 vested on each of March 13, 2025 and 2026 and 4,779 vest on March 13, 2027, contingent upon the reporting person's continued employment through each applicable vesting date. The 4,779 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 did Tutor Perini (TPC) CFO Ryan Soroka report on this Form 4?

CFO Ryan Soroka reported vesting of cash-settled phantom stock units that converted into common stock and were immediately settled in cash. These are compensation-related entries, recorded as acquisitions and dispositions under SEC rules, rather than traditional open-market share purchases or sales.

Did the TPC CFO buy or sell Tutor Perini common stock in this filing?

No, the CFO did not buy or sell Tutor Perini common stock. Footnotes clarify that vested phantom stock units were settled entirely in cash, even though SEC rules require reporting them as acquisitions and dispositions of shares back to the issuer for disclosure purposes.

How many phantom stock units vested for Tutor Perini (TPC) CFO in March 2026?

A total of 10,610 cash-settled phantom stock units vested in March 2026, split into 5,831 units on March 12 and 4,779 units on March 13. Each tranche converted into common stock equivalents, then was settled in cash based on Tutor Perini’s closing share price on the vesting dates.

What prices were used to settle the TPC CFO’s phantom stock units in cash?

The 5,831 phantom stock units vesting March 12, 2026 were settled using Tutor Perini’s closing share price of $69.20. The 4,779 units vesting March 13, 2026 were settled using a closing share price of $67.76, as reflected in the reported disposition transactions.

How many Tutor Perini (TPC) shares does the CFO hold after these transactions?

After the reported vesting and cash settlement of phantom stock units, CFO Ryan Soroka directly holds 42,883 shares of Tutor Perini common stock. This post-transaction holding is disclosed in the Form 4 totals for the non-derivative common stock ownership line items.

What do the phantom stock unit awards mean for TPC CFO compensation?

The phantom stock unit awards represent equity-linked, cash-settled compensation for the CFO, vesting over multiple years contingent on continued employment. When units vest, they convert based on common stock value and are paid in cash, aligning part of his compensation with Tutor Perini’s share price performance.