TUTOR PERINI CORP — Director's Dealing 2025

Mar 15, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TUTOR PERINI CORP (TPC)
CIK: 0000077543
Period of Report: 2023-01-01

Reporting Person: SMALLEY GARY G. (CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-03-13	Common Stock	M	57349	—	Acquired	170424	Direct
2025-03-13	Common Stock	D	57349	$24.65	Disposed	113075	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-03-13	Phantom Stock Units	$	M	57349	Disposed		Common Stock (57349)	Direct
2025-03-12	Phantom Stock Units	$	A	77754	Acquired		Common Stock (77754)	Direct
2024-03-13	Cash-Settled Performance Stock Units	$	A	172048	Acquired		Common Stock (172048)	Direct
2023-01-01	Cash-Settled Performance Stock Units	$	A	238727	Acquired		Common Stock (238727)	Direct

Footnotes

F1: On March 13, 2024, the reporting person was granted 172,048 cash-settled phantom stock units, of which 57,349 vest on each of March 13, 2025 and 2026, and 57,350 vest on March 13, 2027, contingent upon the reporting person's continued employment through each applicable vesting date. These phantom stock units are considered derivative securities settled in cash at a value equal to the number of units vested multiplied by the closing price per share of common stock of Tutor Perini Corporation (Issuer) on the applicable vesting date. The reporting person did not purchase or sell any shares of common stock in the settlement of this award, however, the transaction is required to be reported as an acquisition and disposition back to the Issuer under SEC reporting principles.

F2: On March 12, 2025, the reporting person was granted 77,754 cash-settled phantom stock units, of which 25,918 vest on each of March 12, 2026, 2027 and 2028, contingent upon the reporting person's continued employment through each applicable vesting date. These phantom stock units are considered derivative securities settled in cash at a value equal to the number of units vested multiplied by the closing price per share of common stock of Tutor Perini Corporation (Issuer) on the applicable vesting date.

F3: Reflects the target number (Target Award) of cash-settled performance stock units (CPSUs) granted on March 13, 2024, which are scheduled to vest on December 31, 2026 based upon achievement of certain annualized stock price growth goals over a three-year performance period, with vesting ranging from 0% to 250% of the Target Award. The cash settlement amount will equal the number of shares that vest multiplied by the then fair market value of the shares. Due to an administrative error by the Company, the report for this award was filed late. The March 13, 2024 award was granted when the reporting person was President.

F4: Reflects the target number (Target Award) of cash-settled performance stock units (CPSUs) granted on January 1, 2023, which are scheduled to vest on December 31, 2025 based upon achievement of certain annualized stock price growth goals over a three-year performance period, with vesting ranging from 0% to 200% of the Target Award. The cash settlement amount will equal the number of shares that vest multiplied by the then fair market value of the shares. Due to an administrative error by the Company, the report for this award was filed late. The January 1, 2023 award was granted when the reporting person was Chief Financial Officer.