Tutor Perini Strengthens Executive Retention with Major RSU Grant to EVP Jensen

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

William E. Jensen, Executive Vice President of Tutor Perini Corp (TPC), reported significant changes in equity compensation structure on June 19, 2025. The transaction involved two key components:

Cancellation of 33,013 phantom stock units originally granted on May 15, 2025, which were scheduled to vest in two installments (16,506 units in 2026 and 16,507 units in 2027)
Replacement with 78,609 restricted stock units (RSUs) that convert to common stock on a 1:1 basis, vesting in three equal installments on June 19 of 2026, 2027, and 2028

This modification transforms the executive's compensation from cash-settled phantom units to equity-settled RSUs, demonstrating a shift toward greater alignment with shareholder interests. The new RSUs are contingent upon Jensen's continued employment through the vesting dates.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Jensen William E

Role Executive Vice President

Type	Security	Shares	Price	Value
Disposition	Phantom Stock Units	33,013	$0.00	--
Grant/Award	Restricted Stock Units	78,609	$0.00	--

Holdings After Transaction: Phantom Stock Units — 0 shares (Direct); Restricted Stock Units — 78,609 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

06/20/2025 - 05:11 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^*

Jensen William E

(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 Vice President

3. Date of Earliest Transaction (Month/Day/Year)
06/19/2025

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)
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)

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⁾	06/19/2025		D⁽¹⁾			33,013	⁽¹⁾	⁽¹⁾	Common Stock	33,013	$0	0	D
Restricted Stock Units	⁽¹⁾	06/19/2025		A⁽¹⁾		78,609		⁽¹⁾	⁽¹⁾	Common Stock	78,609	$0	78,609	D

Explanation of Responses:

1. Represents the cancellation of phantom stock units granted on May 15, 2025, that were to settle in cash at a value equal to the number of units vested multiplied by the closing price per share of common stock on the applicable vesting date, and of which 16,506 were to vest on May 15, 2026 and 16,507 were to vest on May 15, 2027, in exchange for the grant on June 19, 2025, of 78,609 restricted stock units that represent the right to shares of common stock, on a 1-for-1 basis, on the applicable vesting date, and which vest in three equal installments on each of June 19, 2026, 2027 and 2028, contingent upon the reporting person's continued employment through these dates.

Remarks:

	/s/ Ifigenia Protopappas, Attorney-in-Fact	06/20/2025
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider trading activity occurred at TPC (Tutor Perini) on June 19, 2025?

Executive Vice President William E. Jensen exchanged 33,013 phantom stock units for 78,609 restricted stock units (RSUs). The phantom stock units were cancelled and replaced with RSUs that will vest in three equal installments on June 19, 2026, 2027, and 2028.

How many restricted stock units (RSUs) did TPC's EVP William Jensen receive?

William Jensen received 78,609 restricted stock units (RSUs) on June 19, 2025. These RSUs represent the right to receive an equal number of common stock shares upon vesting.

What is the vesting schedule for TPC EVP Jensen's new restricted stock units?

The 78,609 RSUs will vest in three equal installments on June 19, 2026, 2027, and 2028. Vesting is contingent upon Jensen's continued employment through these dates.

What was the value of the phantom stock units that TPC's EVP exchanged?

The original phantom stock units were granted on May 15, 2025, and were designed to settle in cash based on TPC's stock price on the vesting date. The units were to vest in two portions: 16,506 units on May 15, 2026, and 16,507 units on May 15, 2027.