Tutor Perini Schedule 13D/A: 700,345-Share Disposition Reduces Stake

Tutor Perini Corporation Schedule 13D/A Amendment No. 23 updates prior Schedule 13D disclosures regarding beneficial ownership by Ronald N. Tutor and related trusts.

Rhea-AI Filing Summary

Tutor Perini Corporation Schedule 13D/A Amendment No. 23 updates prior Schedule 13D disclosures regarding beneficial ownership by Ronald N. Tutor and related trusts. The Amendment reports a net disposition of 700,345 shares by the Ronald N. Tutor Separate Property Trust and the Tutor Marital Property Trust since the prior amendment filed November 13, 2024. The filing states there are 52,743,248 shares of common stock outstanding as of August 26, 2025, plus 274,432 TMPT-held options exercisable within 60 days. Aggregated beneficial ownership reported: Ronald N. Tutor 6,975,121 shares (13.2%), SPT 771,477 shares (1.5%), DT 1,533,255 shares (2.9%), TMPT 4,670,389 shares (8.8%). The Amendment states no other plans or proposals under Item 4 and references Schedule A for transactions in the prior 60 days.

Positive

• Transparent disclosure of a net disposition of 700,345 shares and updated beneficial ownership percentages
• Detailed ownership breakdown across Mr. Tutor and affiliated trusts with explicit voting and dispositive power descriptions
• Disclosure of exercisable options amounting to 274,432 shares that are included in TMPT holdings

Negative

• Reduction in holdings by 700,345 shares which modestly lowers aggregate stake held by SPT and TMPT
• No strategic intent provided—the filing states no current plans or proposals under Item 4, leaving investors without context for the disposals

Insights

Securities Analyst

TL;DR: Reporting person reduced holdings by 700,345 shares; combined positions remain a material minority stake at 13.2%.

The Amendment discloses a clear net disposition of 700,345 shares by the SPT and TMPT and reconfirms aggregate beneficial ownership levels across Mr. Tutor and affiliated trusts based on 52,743,248 shares outstanding. The filing reiterates that Mr. Tutor holds shared voting and dispositive power over the disclosed shares and documents exercisable options of 274,432 shares within 60 days. The disclosure is procedural and does not announce strategic proposals, merger activity, or changes to control intentions.

Corporate Governance Expert

TL;DR: Ownership structure and trustee roles are restated; disclaimers limit admissions of beneficial ownership across trusts.

The Amendment carefully restates trustee and trust-advisor relationships: Mr. Tutor is beneficiary and trustee of the SPT and TMPT and trust advisor to the DT where a separate trustee holds sole voting power. The filing repeatedly disclaims admissions of beneficial ownership among the trusts, clarifying governance boundaries. No governance actions or contested proposals are disclosed.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What change does the Schedule 13D/A for TPC report?

The Amendment reports a net disposition of 700,345 shares by the Ronald N. Tutor Separate Property Trust and the Tutor Marital Property Trust since the prior amendment.

How many Tutor Perini (TPC) shares are outstanding according to the filing?

The filing states 52,743,248 shares outstanding as of August 26, 2025, plus 274,432 options held by TMPT exercisable within 60 days.

What percentage of TPC does Ronald N. Tutor beneficially own?

Mr. Tutor is reported to beneficially own 6,975,121 shares, or 13.2% of the outstanding common stock.

How are the Tutor-related trusts positioned in terms of ownership?

The filing shows SPT owns 771,477 shares (1.5%), DT owns 1,533,255 shares (2.9%), and TMPT owns 4,670,389 shares (8.8%).

Does the Amendment indicate any plans to change control or propose transactions?

No. The Amendment explicitly states the Reporting Persons do not have any plan or proposal that would result in actions described in Item 4 subparagraphs (a) through (j).

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/27/2025 - 04:34 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 23)

Tutor Perini Corporation

(Name of Issuer)

Common Stock, par value $1.00 per share

(Title of Class of Securities)

901109108

(CUSIP Number)

Ronald N. Tutor
15901 Olden Street,
Sylmar, CA, 91342
818-362-8391

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/26/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 901109108

1

Name of reporting person

RONALD N. TUTOR

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 6,975,121.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 6,975,121.00

11

Aggregate amount beneficially owned by each reporting person

6,975,121.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

13.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP No. 901109108

1

Name of reporting person

THE RONALD N. TUTOR SEPARATE PROPERTY TRUST

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 771,477.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 771,477.00

11

Aggregate amount beneficially owned by each reporting person

771,477.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

1.5 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 901109108

1

Name of reporting person

RONALD N. TUTOR 2018 DYNASTY TRUST

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,533,255.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,533,255.00

11

Aggregate amount beneficially owned by each reporting person

1,533,255.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.9 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 901109108

1

Name of reporting person

TUTOR MARITAL PROPERTY TRUST

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,670,389.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,670,389.00

11

Aggregate amount beneficially owned by each reporting person

4,670,389.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $1.00 per share
(b)	Name of Issuer: Tutor Perini Corporation
(c)	Address of Issuer's Principal Executive Offices: 15901 Olden Street, Sylmar, CALIFORNIA , 91342.
Item 1 Comment: This Amendment No. 23 (this "Amendment") amends and supplements the information set forth in Schedule 13D that was originally filed on September 18, 2008, (the "Original Schedule 13D") as amended by Amendment No. 1 previously filed on March 19, 2010, as amended by Amendment No. 2 previously filed on June 11, 2010, as amended by Amendment No. 3 previously filed on September 16, 2010, as amended by Amendment No. 4 previously filed on September 20, 2010, as amended by Amendment No. 5 previously filed on December 2, 2010, as amended by Amendment No. 6 previously filed on March 18, 2011, as amended by Amendment No. 7 previously filed on May 20, 2011, as amended by Amendment No. 8 previously filed on June 7, 2011, as amended by Amendment No. 9 previously filed on August 18, 2011, as amended by Amendment No. 10 previously filed on August 26, 2011, as amended by Amendment No. 11 previously filed on September 16, 2011, as amended by Amendment No. 12 previously filed on December 6, 2011, as amended by Amendment No. 13 previously filed on March 6, 2012 as amended by Amendment No. 14 previously filed on March 21, 2012, as amended by Amendment No. 15 previously filed on September 21, 2012, as amended by Amendment No. 16 previously filed on November 29, 2012, as amended by Amendment No. 17 previously filed on May 22, 2013, as amended by Amendment No. 18 previously filed on May 15, 2014, as amended by Amendment No. 19 previously filed on March 26, 2015, as amended by Amendment No. 20 previously filed on June 11, 2020, as amended by Amendment No. 21 previously filed on June 21, 2021, as amended by Amendment No. 22 previously filed on November 13, 2024 (as amended through the date hereof, the "Schedule 13D") relating to the beneficial ownership of shares of Common Stock by Ronald N. Tutor, the Ronald N. Tutor Separate Property Trust, a California Trust (the "SPT"), the Ronald N. Tutor 2018 Dynasty Trust (the "DT") and the Tutor Marital Property Trust (the "TMPT"). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D. This Amendment reflects the net disposition of 700,345 shares of Common Stock by the SPT and TMPT since the last amendment filed on November 13, 2024.
Item 4.	Purpose of Transaction
	The following information hereby is added to the existing disclosure: Since the last Amendment filed on November 13, 2024, the SPT and TMPT disposed of 700,345 net shares of Common Stock beneficially owned by Mr. Tutor. Other than as described in this Schedule 13D, the Reporting Persons do not have any plan or proposal that relates to or would result in any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 hereby is replaced in its entirety with the following: The following information is based on a total of 52,743,248 shares of Common Stock outstanding as of August 26, 2025, plus 274,432 shares that TMPT has the right to acquire upon the exercise of stock options that are currently exercisable or will first become exercisable within 60 days of the date hereof. (a), (b) As of the date hereof, the Reporting Persons may be deemed to have beneficial ownership over shares of Common Stock as set forth below, and each such Reporting Person has shared voting and dispositive power with respect to all shares shown as being beneficially owned by him, except as otherwise indicated. (i) Mr. Tutor may be deemed to have beneficial ownership of 6,975,121 shares of Common Stock, or 13.2%, with respect to which Mr. Tutor has shared voting power and shared dispositive power over 6,975,121 of such shares. Mr. Tutor may be deemed to have beneficial ownership of 771,477 shares of Common Stock owned by the SPT and 4,670,389 shares of Common Stock owned by the TMPT, which includes 274,432 stock options that are currently exercisable or will first become exercisable within 60 days of the date hereof. Mr. Tutor is the beneficiary and trustee of the SPT and TMPT. The shares that Mr. Tutor may be deemed to beneficially own also include 1,533,255 shares of Common Stock owned by the DT, of which Mr. Tutor's issue are the beneficiaries. Robert Nida is trustee with sole voting and dispositive power with respect to the Common Stock held by the DT. Mr. Tutor is the trust advisor to the DT, in which position Mr. Tutor has sole discretion to remove and replace the trustee, as well as the sole authority to reacquire or exchange the property of the DT, including the Common Stock, by substituting property of equal value. (ii) The SPT may be deemed to have beneficial ownership of 771,477 shares of Common Stock, or 1.5%. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the SPT that it is the beneficial owner of any of the Common Stock held by the DT or TMPT referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (iii) The DT may be deemed to have beneficial ownership of 1,533,255 shares of Common Stock, or 2.9%. The DT has sole or shared voting or dispositive power with respect to such shares of Common Stock; however, the trust advisor to the Reporting Person retains the authority to reacquire the Common Stock from the DT. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the DT that it is the beneficial owner of any of the Common Stock held by the SPT or the TMPT referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed. (iv) The TMPT may be deemed to have beneficial ownership of 4,670,389 shares of Common Stock, or 8.8%. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by the TMPT that it is the beneficial owner of any of the Common Stock held by the DT or SPT referred to herein for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
(b)	See Item 5(a) above.
(c)	Transactions in the Common Stock effected by the Reporting Persons in the 60 days prior to this Amendment are described in Schedule A and incorporated herein by reference.
(d)	Except as described in this Schedule 13D, no person has the power to direct the receipt of dividends on or the proceeds of sales of, the shares of Common Stock beneficially owned by the Reporting Persons.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	Exhibit No. Description 99.1 Schedule A Sales of Common Stock by Reporting Person during the prior 60 days

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

RONALD N. TUTOR

Signature:	/s/ Ronald N. Tutor
Name/Title:	Ronald N. Tutor
Date:	08/27/2025

THE RONALD N. TUTOR SEPARATE PROPERTY TRUST

Signature:	/s/ Ronald N. Tutor
Name/Title:	Ronald N. Tutor, Trustee
Date:	08/27/2025

RONALD N. TUTOR 2018 DYNASTY TRUST

Signature:	/s/ Ronald N. Tutor
Name/Title:	Ronald N. Tutor, Trustee
Date:	08/27/2025

TUTOR MARITAL PROPERTY TRUST

Signature:	/s/ Ronald N. Tutor
Name/Title:	Ronald N. Tutor, Trustee
Date:	08/27/2025