Form 4: Tutor Perini Executive Chairman Settles Phantom Stock

Ronald N. Tutor, Executive Chairman of Tutor Perini Corp, reported the cash settlement of phantom stock units and a new grant of units.

Summary

• Ronald N. Tutor, Executive Chairman, Director, and 10% Owner of Tutor Perini Corp, reported changes in beneficial ownership related to phantom stock units.
• On March 12, 2026, 155,509 cash-settled phantom stock units, granted on March 12, 2025, vested and were settled in cash at a value of $69.2 per share.
• On March 13, 2026, 152,932 cash-settled phantom stock units, part of a larger grant from March 13, 2024, vested and were settled in cash at a value of $67.76 per share.
• A new grant of 58,510 cash-settled phantom stock units was made on March 11, 2026, which will vest on December 31, 2026, contingent on continued employment.
• These transactions represent the settlement of previously granted equity awards and a new grant, not open market purchases or sales of common stock by Mr. Tutor.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a routine compensation disclosure, reflecting ongoing executive incentives and scheduled vesting, which is generally neutral to slightly positive as it indicates continued alignment.

Positives

• The grant of 58,510 new cash-settled phantom stock units on March 11, 2026, indicates continued executive incentive and alignment with future company performance.

Future Outlook

The reporting person has 152,931 phantom stock units from a March 13, 2024 grant and 58,510 phantom stock units from a March 11, 2026 grant scheduled to vest on December 31, 2026, contingent upon continued employment.

Management Comments

• The reporting person did not purchase or sell any shares of common stock in the settlement of these awards; however, the transactions are required to be reported as an acquisition and disposition of shares back to the Issuer under SEC reporting principles.
• Phantom stock units are considered derivative securities that convert to shares on a one-for-one basis and are settled in cash on the vesting date.
• Vesting of certain phantom stock units is contingent upon the reporting person's continued employment through the applicable vesting date.

Industry Context

StockSavvy.ai notes that phantom stock units are a common form of executive compensation, aligning executive interests with shareholder value without immediate equity dilution. This type of compensation is prevalent in industries where long-term project execution and performance are critical, such as construction and engineering.

Comparison to Industry Standards

• StockSavvy.ai notes that the filing does not provide specific comparable companies or projects to benchmark against.
• However, cash-settled phantom stock units are a widely adopted executive compensation tool across various industries, particularly in construction and engineering firms, to incentivize long-term performance without immediate equity dilution.

Related Party Transactions

• The reporting person's indirect beneficial ownership includes shares held by the Tutor Marital Property Trust (4,134,967 shares), Ronald N. Tutor Separate Property Trust (711,477 shares), and Ronald N. Tutor 2018 Dynasty Trust (1,533,255 shares). These represent existing beneficial ownership structures rather than new related party transactions.

Stakeholder Impact

• Shareholders: The cash settlement of phantom stock units does not result in direct equity dilution, as no new shares are issued to the reporting person.
• Employees: The grant of new phantom stock units reinforces the company's executive compensation structure, aiming to incentivize key management for long-term performance.

Next Steps

• Vesting of 152,931 phantom stock units (from March 13, 2024 grant) on December 31, 2026.
• Vesting of 58,510 phantom stock units (from March 11, 2026 grant) on December 31, 2026.

Key Dates

Recommendation

The filing details routine executive compensation events involving phantom stock units and does not present new information that would alter the fundamental investment outlook for Tutor Perini Corp. These are scheduled transactions, not indicative of new strategic shifts or performance changes.

Keywords

Tutor Perini, TPC, Form 4, Insider Transaction, Executive Compensation, Phantom Stock Units, Ronald N. Tutor, Beneficial Ownership