Tetra Tech (NASDAQ: TTEK) director gains shares from PSU, RSU vesting

Rhea-AI Filing Summary

Tetra Tech director Gary Birkenbeuel reported multiple equity award settlements that increased his direct common stock holdings. On 01/01/2025, 5,270 shares of common stock were acquired at $0 per share from vested performance stock units earned under the 2018 Equity Incentive Plan, and 2,050 shares were issued upon the exercise of restricted stock units (RSUs), bringing his direct holdings to 45,045 shares.

On 01/12/2026, 1,590 shares of common stock were issued at $0 per share upon the exercise of additional RSUs, and 4,397 shares were acquired from vested performance stock units, increasing his directly held Tetra Tech common stock to 51,032 shares. Footnotes note prior vesting deferrals under the issuer’s Deferred Compensation Plan, stock-settled RSUs that have no set expiration date, and adjustments for a 5-to-1 forward stock split on September 6, 2024.

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^*

Birkenbeuel Gary

(Last) (First) (Middle)

3475 EAST FOOTHILL BLVD.

(Street)

PASADENA CA 91107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TETRA TECH INC [ TTEK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2025

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	01/01/2025(1)		A		5,270(2)	A	$0	42,995	D
COMMON STOCK	01/01/2025		M		2,050	A	$0	45,045	D
COMMON STOCK	01/12/2026		M		1,590	A	$0	46,635	D
COMMON STOCK	01/12/2026(3)		A		4,397(2)	A	$0	51,032	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
RESTRICTED STOCK UNITS (RIGHT TO RECEIVE)	(4)	01/01/2025		M			2,050(5)	11/18/2021(6)	(7)	COMMON STOCK	2,050	$0	0	D
RESTRICTED STOCK UNITS (RIGHT TO RECEIVE)	(4)	01/12/2026		M			1,590(8)	11/18/2022(9)	(7)	COMMON STOCK	1,590	$0	0	D

Explanation of Responses:

1. The PSUs vested on 11/21/2023 but were deferred pursuant to the Issuer's Deferred Compensation Plan and settled according to the Reporting Person's elected distribution schedule.

2. Shares acquired pursuant to vesting of performance stock units earned under 2018 Equity Incentive Plan.

3. The PSUs vested on 11/20/2024 but were deferred pursuant to the Issuer's Deferred Compensation Plan and settled according to the Reporting Person's elected distribution schedule.

4. Represents an award of restricted stock units (RSUs), each unit of which represents a contingent right to receive one share of Tetra Tech common stock.

5. On September 6, 2024, the balance of 410 shares was updated pursuant to a 5 to 1 forward stock split, resulting in an additional 1,640 shares of common stock.

6. The restricted stock units (RSUs) became 100% vested as to the shares underlying the RSUs on November 18, 2021, but were deferred pursuant to the Issuer's Deferred Compensation Plan and settled according to the Reporting Person's elected distribution schedule.

7. The RSUs are exercisable at the time of vesting and do not have a set expiration date.

8. On September 6, 2024, the balance of 318 shares was updated pursuant to a 5 to 1 forward stock split, resulting in an additional 1,272 shares of common stock.

9. The restricted stock units (RSUs) became 100% vested as to the shares underlying the RSUs on November 18, 2022, but were deferred pursuant to the Issuer's Deferred Compensation Plan and settled according to the Reporting Person's elected distribution schedule.

Remarks:

	/s/ Preston Hopson, Attorney-in-fact for Gary Birkenbeuel	01/14/2026
	** 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.
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FAQ

What insider activity did Tetra Tech (TTEK) report for Gary Birkenbeuel?

Director Gary Birkenbeuel reported the settlement of performance stock units and restricted stock units into Tetra Tech common stock, with all reported transactions occurring at $0 per share and increasing his directly held shares.

How many Tetra Tech shares did Gary Birkenbeuel acquire on January 1, 2025?

On 01/01/2025, Gary Birkenbeuel acquired 5,270 shares of Tetra Tech common stock from vested performance stock units and 2,050 shares from RSU conversion, resulting in 45,045 shares of common stock held directly after these transactions.

What transactions were reported on January 12, 2026 for TTEK director Gary Birkenbeuel?

On 01/12/2026, he exercised 1,590 RSUs into common stock and acquired an additional 4,397 shares from vested performance stock units, increasing his directly owned Tetra Tech common stock to 51,032 shares.

Were the reported Tetra Tech insider transactions purchases on the open market?

No. The reported transactions for Gary Birkenbeuel are from equity award settlements—performance stock units and restricted stock units—each at a price of $0 per share, rather than open-market purchases or sales.

How did Tetra Tech’s stock split affect Gary Birkenbeuel’s awards?

Footnotes state that on September 6, 2024, award balances were adjusted for a 5 to 1 forward stock split, including an update of 410 shares resulting in an additional 1,640 shares, and an update of 318 shares resulting in an additional 1,272 shares of common stock.

Do Gary Birkenbeuel’s Tetra Tech restricted stock units have an expiration date?

According to the disclosure, the restricted stock units are exercisable at the time of vesting and do not have a set expiration date, with settlement tied to the elected distribution schedule under the issuer’s Deferred Compensation Plan.