Form 4: Tutor Perini CEO's Performance Units Vest at 200%

Tutor Perini CEO Gary G. Smalley's cash-settled performance stock units vested at 200% of the target award on December 31, 2025, resulting in a significant cash settlement.

Summary

• Gary G. Smalley, CEO and President of Tutor Perini Corp (TPC), reported changes in his beneficial ownership.
• On December 31, 2025, 477,454 cash-settled performance stock units vested, representing 200% of his target award.
• These units were initially granted on January 1, 2023, with vesting contingent upon achieving specific annualized stock price growth goals over a three-year performance period.
• The settlement was entirely in cash, calculated by multiplying the number of vested units by the closing price of Tutor Perini common stock, which was $67.02 per share on the vesting date.
• Smalley did not purchase or sell any shares of common stock in this transaction; the acquisition and disposition are technical reporting requirements under SEC principles for cash-settled awards.
• Following this transaction, Smalley directly beneficially owns 81,479 shares of common stock and 0 derivative securities.

Sentiment

Score: 9

Explanation: The vesting of performance stock units at 200% of the target award for the CEO is a highly positive indicator, signifying exceptional achievement of stock price growth goals and strong company performance over the three-year period.

Positives

• The performance stock units vested at 200% of the target award, indicating strong achievement of the company's annualized stock price growth goals over the three-year performance period.
• The significant cash settlement of approximately $32 million for the CEO reflects successful company performance and aligns management incentives with shareholder value creation.

Future Outlook

This Form 4 filing does not contain forward-looking statements or guidance regarding future company performance or outlook.

Management Comments

• The transaction reflects the achievement of certain annualized stock price growth goals over a three-year performance period, leading to the vesting of 200% of the target award for the CEO.

Industry Context

This Form 4 filing details an executive compensation event, which is a standard practice across industries to align management incentives with shareholder performance. The specific metrics and achievement levels are company-specific, reflecting Tutor Perini's performance during the three-year period.

Comparison to Industry Standards

• The vesting of performance stock units at 200% of the target award indicates strong performance against company-specific goals.
• While direct comparisons to other companies' executive compensation outcomes require detailed analysis of their specific performance metrics and targets, achieving the maximum payout suggests a highly successful period relative to internal benchmarks for Tutor Perini.

Stakeholder Impact

• Shareholders: Positive impact, as the 200% vesting suggests strong stock performance and effective alignment of executive incentives with shareholder value.
• Management: Highly positive impact for the CEO, who received a substantial cash settlement due to the company's successful achievement of performance targets.

Key Dates

Recommendation

The 200% vesting of performance stock units for the CEO signals that Tutor Perini significantly exceeded its stock price growth targets over a three-year period. This strong performance-based compensation payout is a positive indicator of the company's past success and management's ability to drive shareholder value, making the stock an attractive investment.

Keywords

Tutor Perini, TPC, Gary Smalley, Form 4, insider transaction, performance stock units, executive compensation, stock vesting, cash settlement