Form 4: Tutor Perini Executive Chairman Ronald N. Tutor Reports Significant Share Transactions

Tutor Perini's Executive Chairman, Ronald N. Tutor, disclosed multiple transactions involving company common stock, including sales totaling 150,000 shares and a charitable gift, alongside an acquisition related to a debt settlement.

Summary

• Ronald N. Tutor, Executive Chairman, Director, and 10% Owner of Tutor Perini Corp (TPC), reported several changes in his beneficial ownership of common stock.
• On May 3, 2023, Ronald N. Tutor Separate Property Trust acquired 137,600 shares of Common Stock at a price of $19.99 per share, in connection with a debt previously contracted.
• On June 2, 2025, Ronald N. Tutor Separate Property Trust disposed of 50,000 shares of Common Stock at a weighted average price of $37.45 per share, with prices ranging from $37.07 to $37.83.
• On June 3, 2025, Tutor Marital Property Trust disposed of 100,000 shares of Common Stock at a weighted average price of $38.62 per share, with prices ranging from $38.22 to $39.13.
• On June 4, 2025, Tutor Marital Property Trust gifted 140,000 shares of Common Stock to a charitable organization for no consideration.
• The filing also details inter-trust transfers (gifts) on February 21, 2019, August 30, 2019, and August 17, 2021, which did not change the overall beneficial ownership of Mr. Tutor but reallocated shares between his trusts.
• Following these transactions, Ronald N. Tutor's indirect beneficial ownership includes 1,011,477 shares via Ronald N. Tutor Separate Property Trust, 4,730,985 shares via Tutor Marital Property Trust, and 1,533,255 shares via Ronald N. Tutor 2018 Dynasty Trust.

Sentiment

Score: 3

Explanation: The sentiment is moderately negative due to significant insider sales by the Executive Chairman, which can be perceived as a lack of confidence or a belief that the stock is fully valued. While there was an earlier acquisition, the recent dispositions outweigh it in terms of market signal.

Positives

• The acquisition of 137,600 shares on May 3, 2023, at $19.99, indicates an increase in beneficial ownership at that specific point, potentially signaling confidence at that price level.

Negatives

• Significant insider sales totaling 150,000 shares (50,000 at $37.45 and 100,000 at $38.62) by the Executive Chairman and 10% owner.
• A large charitable gift of 140,000 shares, which reduces the insider's direct stake in the company.

Risks

• Large insider sales by a key executive and significant shareholder like the Executive Chairman could be interpreted by the market as a lack of confidence in the company's future prospects or a belief that the stock is overvalued at current prices.
• The reduction in direct beneficial ownership through sales and gifts might reduce the alignment of interests between the executive and common shareholders, although Mr. Tutor retains substantial indirect ownership.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Management Comments

• The shares acquired on May 3, 2023, were in connection with a debt previously contracted.
• The prices reported for the sales on June 2, 2025, and June 3, 2025, are weighted average prices, with full information on individual transaction prices available upon request.
• The shares gifted on June 4, 2025, were to a charitable organization for no consideration.

Industry Context

This Form 4 filing, detailing insider stock transactions, does not provide information directly related to broader industry trends or competitors within the construction sector. Its focus is solely on changes in beneficial ownership by a key executive.

Related Party Transactions

• The acquisition of 137,600 shares on May 3, 2023, was in connection with a debt previously contracted, which could imply a related party transaction depending on the nature of the debt.
• The various gift transactions between trusts (Ronald N. Tutor Separate Property Trust, Tutor Marital Property Trust, Ronald N. Tutor 2018 Dynasty Trust) are internal reallocations of beneficial ownership by the same reporting person.

Stakeholder Impact

• Shareholders may interpret the significant insider sales as a negative signal regarding the company's future performance or valuation, potentially leading to downward pressure on the stock price.
• The charitable gift reduces the number of shares held by the insider, which could be seen as a slight reduction in alignment of interests, though the overall beneficial ownership remains substantial.

Next Steps

• This document does not outline any future actions, events, or milestones for the company.

Key Dates

Recommendation

Keywords

Tutor Perini, TPC, Insider Trading, Form 4, Beneficial Ownership, Stock Sales, Executive Chairman, Ronald N. Tutor, Construction Industry, Public Company Filings