SCHEDULE: MasTec Shareholder Amends Forward Sale Contract Terms

A major MasTec shareholder, Jorge Mas Holdings I, has amended a prepaid variable forward sale contract, reducing the number of pledged shares.

Summary

• Jorge Mas and a group of related entities collectively beneficially own 11,872,231 shares of MasTec, Inc. common stock, representing 15.0% of the outstanding shares.
• JM Holdings I, a member of the reporting group, entered into a Third Amendment to its 2019 Prepaid Forward Contract with an unaffiliated party on August 18, 2025.
• The amendment adjusts the Floor Price and Cap Price for Tranche 2 Components of the contract, based on the volume weighted average price (VWAP) of MasTec's common stock for a period ended August 21, 2025.
• The number of shares pledged under the Prepaid Forward Contract has been reduced to 1,099,335 shares.
• The original 2019 Prepaid Forward Contract was established to provide funds for investment in the Miami Major League Soccer franchise.
• Settlement of the contract, at JM Holdings I's option, will occur in cash or shares on various Valuation Dates in August or September 2026 or 2027.
• JM Holdings I retains ownership and voting rights for the pledged shares during the term of the pledge.

Sentiment

Score: 5

Explanation: This filing is largely informational, detailing an amendment to a financial contract by a major shareholder. It does not present overtly positive or negative operational news, but rather updates the terms of an existing financial instrument and the number of pledged shares.

Positives

• The number of shares pledged under the forward contract has been reduced to 1,099,335 shares, potentially indicating a lower future obligation or risk exposure for JM Holdings I.
• JM Holdings I retains ownership and voting rights of the pledged shares, maintaining influence over MasTec during the term of the pledge.

Negatives

• The existence of a prepaid variable forward sale contract means a portion of a major shareholder's holdings is subject to future delivery or cash settlement, which could introduce uncertainty regarding future share availability or market impact.
• The specific terms of the Floor and Cap prices for Tranche 2 components were adjusted, which could imply a change in the expected value or risk profile of the underlying shares for the contract holder.

Risks

• 1,099,335 shares of MasTec common stock owned by JM Holdings I are pledged as collateral under the Prepaid Forward Contract, meaning these shares are encumbered.
• Future settlement of the Prepaid Forward Contract could result in the delivery of a significant number of shares to an unaffiliated party, potentially impacting market supply or price.
• The value of the shares to be delivered or the cash equivalent is subject to the future volume weighted average price (VWAP) of MasTec's common stock relative to the defined Floor and Cap prices, introducing market price risk for the contract holder.

Future Outlook

The Prepaid Forward Contract has future settlement dates in August or September of 2026 or 2027, where JM Holdings I will be obligated to deliver shares or an equivalent amount of cash based on the stock's volume weighted average price at that time.

Industry Context

This filing primarily concerns a specific financial transaction by a major shareholder and does not provide information directly related to broader industry trends or competitors of MasTec, Inc.

Related Party Transactions

• The filing details beneficial ownership and transactions involving Jorge Mas and entities he controls (JM Holdings I, JM Holdings, Jorge Mas Irrevocable Family Trust, Jose Ramon Mas Irrevocable Family Trust, Mas Equity Partners III, LLC, Mas Equity Partners, LLC, and Mas Family Foundation Inc.), which are considered related parties.
• Transfers among certain reporting persons and grants of equity compensation to Mr. Mas since January 13, 2023, are mentioned as previously reported on Forms 4.

Stakeholder Impact

• Shareholders: The amendment to the forward contract and the pledging of shares by a significant shareholder could be of interest, as it outlines future potential share movements or cash settlements. The retention of voting rights by JM Holdings I for the pledged shares maintains their influence.
• Creditors: The pledged shares serve as collateral for JM Holdings I's obligations under the Prepaid Forward Contract.

Next Steps

• Settlement of the Prepaid Forward Contract on various Valuation Dates in August or September 2026 or 2027.

Key Dates

Keywords

MasTec, Schedule 13D, Prepaid Forward Contract, Shareholder, Beneficial Ownership, Equity Compensation, Pledged Shares, Corporate Governance, Jorge Mas, Financial Instrument