TPCNYSE

TUTOR PERINI CORP

General Bldg Contractors - Nonresidential Bldgs · MA · CIK 77543

Offers diversified construction services globally to private and public clients

red 8-K · 90d

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$3.94B

Market cap

$81.88

Last close

+3.0%

+0.5%

540K

Volume

Price · last 39 sessions-11.7%

May 4L $68.72 · H $97.31Jun 29

285

Total filings

Jun 22, 2026

Last filing

12/31

Fiscal year end

All 8-K · 162 10-Q · 49 SC 13G · 24 DEF 14A · 18 10-K · 17 DEFA14A · 10 8-K/A · 3 10-K/A · 1

Insider Activity

◆ Cluster Buy · 2 insiders

In the 90 days to Mar 6, 2026: 2 insiders bought $2.6M.

Date	Insider	Action	Shares	Price	Value
Mar 6, 2026	Arkley PeterDirector	Buy	4,913	$72.85	$358K
Mar 6, 2026	Arkley PeterDirector	Buy	3,204	$73.28	$235K
Mar 5, 2026	Arkley PeterDirector	Buy	10,999	$72.44	$797K
Mar 4, 2026	Smalley Gary G.CEO and President	Buy	8,435	$73.57	$621K
Mar 4, 2026	Arkley PeterDirector	Buy	5,884	$73.85	$435K
Mar 4, 2026	Smalley Gary G.CEO and President	Buy	1,500	$71.32	$107K
Mar 4, 2026	Smalley Gary G.CEO and President	Buy	65	$74.30	$5K
Nov 25, 2025	Arkley PeterDirector	Buy	8,898	$64.05	$570K
Nov 25, 2025	Arkley PeterDirector	Buy	6,249	$64.88	$405K
Nov 24, 2025	Arkley PeterDirector	Buy	24,853	$63.96	$1.6M
Nov 19, 2025	Smalley Gary G.CEO and President	Buy	4,900	$61.06	$299K
Nov 19, 2025	Smalley Gary G.CEO and President	Buy	100	$61.95	$6K

Open-market buys & sells (Form 4, transaction codes P/S). Source: SEC structured insider data.

What Changed

Risk factors · Feb 27, 2025 → Feb 26, 2026

111 added · 93 removed between the two most recent 10-Ks. The risks a company starts — or stops — disclosing are often the story.

Newly disclosed

While both periods were positively impacted by collections associated with previously disputed matters, such collections were significant in 2024 whereas they were comparatively lower in 2025. 27 Table of Contents Net cash used in investing activities during 2025 was $257.3 million, which was primarily due to the acquisition of property and equipment (i.e., capital expenditures) totaling $180.9 million, mostly related to owner-funded equipment on newer projects, and net cash used in investment transactions of $85.3 million, partially offset by proceeds from the sale of property and equipment of $8.9 million.
Soroka (incorporated by reference to Exhibit 10.31 to Form 10-K filed on February 28, 2024). 10.23* Amended and Restated Long-Term Incentive Bonus Agreement, effective as of October 1, 2023, by and between Tutor Perini Corporation and Kristiyan Assouri (incorporated by reference to Exhibit 10. 2 to Form 10-Q filed on May 7, 2025). 10.24* Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.19 to Amendment No. 1 to Form S-1 (File No. 333-111338) filed on February 10, 2004). 10.25* Form of Separation Benefits Agreement (incorporated by reference to Exhibit 10. 1 to Form 10-Q filed on May 7, 2025). 10.26* Form of Employment Letter Agreement (incorporated by reference to Exhibit 10. 2 to Form 10-Q filed on August 6, 2025).
The operating cash flow for 2025 was the largest result for any year since the merger between Tutor-Saliba Corporation and Perini Corporation in 2008, and represented the fourth consecutive year of record operating cash flow.
Smalley (incorporated by reference to Exhibit 10.28 to Form 10-K filed on February 28, 2024). 10.22* Letter Agreement, effective as of November 15, 2023, by and between Tutor Perini Corporation and Ryan J.
Exhibit 19.2 Insider Trading Procedures (incorporated by reference to Exhibit 19.2 to Form 10-K filed on February 27, 2025).
Exhibit 19.1 Insider Trading Policy ( incorporated by reference to Exhibit 19.1 to Form 10-K filed on February 27, 2025).
With respect to potential concerns regarding the U.S. government’s scrutiny and curtailment of federal funding for certain projects, as well as concerns about recent federal government shutdowns and varying new tariff policies that have been and may continue to be implemented, the Company does not currently anticipate any significant impacts to its business related to these factors.
For example, the Company has certain building projects in California, mostly in the healthcare, education, and hospitality and gaming sectors, that are in the preconstruction phase.
These projects are in the early stages and are expected to ramp up substantially over the next several years. 20 Table of Contents Income from construction operations for 2025 was $232.0 million, a dramatic improvement compared to a loss from construction operations of $103.8 million for 2024.
The Company currently projects a decrease in share-based compensation expense in 2026 and a much more significant decrease in 2027 as certain such awards have vested and most of the remaining liability-classified awards will vest by the end of 2026.
Adjusted diluted earnings per common share, which is a non-GAAP financial measure and excludes share-based compensation expense (and the associated tax benefit) for 2025 was $4.29, compared to an adjusted diluted loss per common share of $2.37 for 2024.
Significant new awards and contract adjustments in 2025 included the $1.87 billion Midtown Bus Terminal Replacement - Phase 1 project in New York; the $1.18 billion Manhattan Tunnel project in New York; a healthcare facility project in California valued at approximately $1 billion; a $538 million healthcare project in California; $241 million of additional funding for the Apra Harbor Waterfront Repairs project in Guam; a $182 million military defense project in Guam; a $155 million education facility project in California; $131 million of additional funding for an electrical project in Texas; and another electrical project in Texas valued at more than $100 million.

No longer disclosed

For example, the Company announced in the first quarter of 2025 the award of the $1.18 billion Manhattan Tunnel project in New York and $232 million for several owner-authorized scope options on the Apra Harbor Waterfront Repairs project in Guam.
Smalley (incorporated by reference to Exhibit 10. 28 to Form 10-K filed on February 28, 2024). 10.24* Amended and Restated Employment Agreement, dated August 2, 2021, by and between Tutor Perini Corporation and Michael Smithson (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on May 4, 2022). 10.25* Separation Agreement, dated July 25, 2024, by and between Tutor Perini Corporation and Michael F.
Soroka (incorporated by reference to Exhibit 10. 31 to Form 10-K filed on February 28, 2024). 10.28* Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.19 to Amendment No. 1 to Form S-1 (File No. 333-111338) filed on February 10, 2004).
The operating cash flow for 2024 was the largest result for any year since the merger between Tutor-Saliba Corporation and Perini Corporation in 2008, exceeding the previous records achieved in 2023 and 2022.
The 2024 period was also adversely impacted by certain current-year net unfavorable adjustments, also discussed in more detail below and in Results of Segment Operations . 19 Table of Contents Loss from construction operations for 2024 was $103.8 million compared to $114.6 million for 2023.
Legal judgments or decisions during 2024 resulted in net unfavorable impacts of $167.7 million, including $101.6 million pertaining to an unexpected adverse arbitration decision on a legacy dispute related to a completed Civil segment bridge project in California, which the Company is appealing; $17.7 million due to an unfavorable judgment on a completed Specialty Contractors segment mass-transit project in California; and $17.4 million due to an unfavorable legal ruling on a completed Civil segment highway project in Virginia.
Legal judgments or decisions during 2023 resulted in net unfavorable impacts of $122.2 million, including an adverse legal ruling on a completed mixed-use project in New York, which resulted in a non-cash charge of $83.6 million, of which $72.2 million impacted the Building segment and $11.4 million impacted the Specialty Contractors segment, and a $24.7 million non-cash charge that resulted from an adverse court ruling on a Specialty Contractors segment educational facilities project in New York.
Settlements during 2024 had a net unfavorable impact of $45.8 million, which included an unfavorable adjustment of $20.0 million associated with the settlement of a legacy dispute related to a completed Building segment government facility project in Florida and the net unfavorable impact of various other settlements that were individually immaterial.
Settlements during 2023 had a net favorable impact of $8.4 million, which included favorable adjustments totaling $58.1 million resulting from the settlement of change orders and changes in estimates due to improved performance on a Civil segment project on the West Coast.
Other settlements in 2023 included a $13.1 million unfavorable non-cash impact (split evenly between the Civil and Building segments) related to a completed transportation project in the Northeast and the net unfavorable impact of various other settlements that were individually immaterial.
Temporary aggregate negative project adjustments referred to above for 2024 of $97.2 million included a temporary non-cash impact of $31.8 million in the fourth quarter for a Civil segment project on the West Coast, which primarily resulted from significant changes that have been negotiated, or are being negotiated, that carry lower margin (and lower risk) that reduced the project’s percentage of completion and overall margin percentage.
Temporary aggregate negative project adjustments referred to above for 2023 of $79.2 million included a temporary unfavorable non-cash impact of $40.7 million resulting from the successful negotiation of significant lower margin (and lower risk) change orders on a Civil segment project on the West Coast.

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