Form 4: TETRA TECH CFO Burdick Reports Significant Equity Transactions

Steven M. Burdick, EVP and CFO of Tetra Tech Inc., reported multiple equity transactions including vesting of performance and restricted stock units, and associated tax withholdings.

Summary

• Steven M. Burdick, EVP, CFO of Tetra Tech Inc. (TTEK), reported several transactions involving common stock and derivative securities on November 18, 2025.
• Transactions were made pursuant to a Rule 10b5-1(c) plan, indicating they were pre-planned.
• Acquired 2,520 shares of common stock through the exercise/conversion of restricted stock units (RSUs) at a price of $0.
• Acquired 3,170 shares of common stock through the exercise/conversion of restricted stock units (RSUs) at a price of $0.
• Acquired 27,384 shares of common stock through the vesting of performance stock units under the 2018 Equity Incentive Plan at a price of $0.
• Disposed of 3,141 shares of common stock at $35.69 to cover tax liabilities related to vested RSUs.
• Disposed of 15,112 shares of common stock at $35.69 to cover tax liabilities related to vested performance stock units.
• Beneficial ownership of common stock increased from an initial reported 133,635 shares (after accounting for a prior ESPP acquisition) to 145,936 shares following these transactions.
• The amount of securities beneficially owned was updated to reflect 149 shares of common stock acquired on December 15, 2024, pursuant to the Tetra Tech, Inc. Employee Stock Purchase Plan (ESPP).
• Remaining derivative securities include 3,165 restricted stock units (right to receive) that vested 25% annually starting November 18, 2023.

Sentiment

Score: 7

Explanation: The transactions primarily reflect the routine vesting of equity compensation and associated tax withholdings, which are expected events. The acquisition of a significant number of shares through vesting and the ESPP indicates continued executive ownership and alignment with company performance, which is a positive signal. The dispositions are solely for tax purposes, not discretionary sales.

Positives

• Acquisition of 2,520 shares of common stock from RSU vesting.
• Acquisition of 3,170 shares of common stock from RSU vesting.
• Acquisition of 27,384 shares of common stock from performance stock unit vesting, indicating achievement of performance targets.
• The transactions were pre-planned under a Rule 10b5-1(c) plan, demonstrating structured equity management.
• An additional 149 shares were acquired on December 15, 2024, through the Employee Stock Purchase Plan (ESPP), showing ongoing employee investment.

Negatives

• Disposition of 3,141 shares of common stock at $35.69 to cover tax liabilities from RSU vesting.
• Disposition of 15,112 shares of common stock at $35.69 to cover tax liabilities from performance stock unit vesting. These are mandatory tax withholdings, not discretionary sales.

Future Outlook

The filing indicates future vesting schedules for RSUs, with 25% vesting annually after the initial vesting dates of November 22, 2022, and November 18, 2023, respectively. These RSUs are exercisable upon vesting and do not have a set expiration date.

Industry Context

This filing is a routine disclosure of insider equity transactions, common for executives in publicly traded companies. It reflects the compensation structure involving equity awards and the standard practice of tax withholding upon vesting. It does not provide broader industry trends or competitive analysis.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) as part of executive compensation is a standard practice across many industries, including engineering and consulting services, aligning executive incentives with shareholder value.
• The disposition of shares to cover tax liabilities upon vesting is a common and expected practice for equity awards, often referred to as "net settlement" or "sell-to-cover."
• Participation in an Employee Stock Purchase Plan (ESPP) is also a common benefit offered by companies to encourage employee ownership.

Related Party Transactions

• The reported transactions are related party transactions as they involve an executive officer (Steven M. Burdick) and the issuer (Tetra Tech Inc.) concerning equity compensation and share ownership.

Stakeholder Impact

• Shareholders: The increase in beneficial ownership by a key executive (CFO) through equity vesting and ESPP participation can be viewed positively, indicating alignment of interests. The tax-related dispositions are routine and not indicative of a lack of confidence.
• Employees: The mention of the Employee Stock Purchase Plan (ESPP) highlights a benefit available to employees, encouraging broader employee ownership.
• Management: The vesting of performance stock units suggests that management has met certain performance criteria, leading to the award of shares.

Next Steps

• Continued annual vesting of remaining Restricted Stock Units (RSUs) at 25% per year following initial vesting dates of November 22, 2022, and November 18, 2023.

Key Dates

Recommendation

This Form 4 filing details routine, pre-planned equity compensation events for a key executive, including vesting of stock units and tax-related dispositions. These transactions are expected and do not provide new fundamental information about the company's operational performance or strategic direction that would warrant a change in investment recommendation. The increase in beneficial ownership through vesting and ESPP is a neutral to slightly positive signal, reinforcing management's alignment with shareholder interests. Therefore, a "hold" recommendation is appropriate as the filing does not present a compelling reason to alter an existing investment thesis.

Keywords

Tetra Tech, TTEK, Steven M. Burdick, Form 4, Insider Trading, Stock Vesting, Restricted Stock Units, Performance Stock Units, Equity Incentive Plan, CFO, SEC Filing, Employee Stock Purchase Plan, Rule 10b5-1