Form 4: Tutor Perini CEO's Phantom Stock Vesting & Settlement

Tutor Perini CEO Gary Smalley reported the vesting and cash settlement of 41,460 phantom stock units on November 15, 2025, as part of a previously granted award.

Summary

• Gary G. Smalley, CEO and President of Tutor Perini Corporation, reported a change in beneficial ownership.
• On November 15, 2025, 41,460 cash-settled phantom stock units vested.
• These units were part of a larger grant of 124,379 phantom stock units awarded on November 15, 2023.
• The vesting was contingent upon Mr. Smalley's continued employment through the vesting date.
• The transaction involved the acquisition and immediate disposition of 41,460 common stock equivalents back to the Issuer for cash settlement, as no actual shares were purchased or sold by the reporting person.
• The disposition price for the common stock equivalent was $59.08 per share.
• Following this transaction, Mr. Smalley beneficially owns 113,075 shares of common stock directly and 41,460 phantom stock units directly (representing the remaining unvested units).

Sentiment

Score: 6

Explanation: The filing reports a routine, pre-scheduled executive compensation event. It is positive for the executive receiving the compensation but neutral in terms of the company's operational or financial performance, thus having a slightly positive sentiment due to executive retention.

Positives

• CEO Gary Smalley received compensation through the vesting of 41,460 phantom stock units, demonstrating the company's commitment to executive compensation and retention.

Negatives

• The cash settlement of phantom stock units represents a planned cash outflow for the company as part of its executive compensation program.

Risks

• Future vesting of phantom stock units is contingent upon the reporting person's continued employment through the vesting date.

Future Outlook

41,460 phantom stock units are scheduled to vest on November 15, 2026, contingent upon the reporting person's continued employment through that date.

Industry Context

This filing details a routine executive compensation event, common across publicly traded companies, where phantom stock units vest and are settled in cash. It does not provide specific insights into broader industry trends or competitive landscape.

Comparison to Industry Standards

• The use of phantom stock units as a form of long-term incentive compensation is a standard practice in many industries, including construction and engineering, to align executive interests with shareholder value and promote retention.
• The structure of vesting contingent on continued employment is also a common feature of such compensation plans.

Related Party Transactions

• The vesting and cash settlement of phantom stock units for CEO Gary G. Smalley constitutes a related party transaction as part of his executive compensation.

Stakeholder Impact

• Shareholders: This is a routine compensation event and is not expected to have a significant immediate impact on the company's share price. It reflects ongoing executive compensation practices.
• Employees: The filing highlights the company's executive compensation structure, which may be viewed as a standard practice for retaining key leadership.

Next Steps

• The remaining 41,460 phantom stock units from the November 15, 2023 grant are scheduled to vest on November 15, 2026, subject to continued employment.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-scheduled executive compensation event involving the vesting and cash settlement of phantom stock units. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transaction is an expected part of executive compensation and does not signal any material positive or negative developments for Tutor Perini Corporation, thus a 'hold' recommendation is maintained.

Keywords

Tutor Perini, TPC, Gary Smalley, SEC Form 4, insider transaction, executive compensation, phantom stock units, beneficial ownership