Tutor Perini Corporation (TPC) SEC Filings & Earnings Calls

Minor governance change, no material risk

“Resignation due to ownership threshold, board expected to reduce size”

Insider selling for retirement planning

“Ronald N. Tutor, the Company's Executive Chairman, informed the Company that he intends to make sales of some or all of his shares over the next 18 months as part of his overall estate and tax planning as he approaches retirement.” · word for word

Insider selling for retirement planning

“Ronald N. Tutor, the Company's Executive Chairman, informed the Company that he intends to make sales of some or all of his shares over the next 18 months as part of his overall estate and tax planning as he approaches retirement.” · word for word

Key executive departure in a major segment could lead to temporary leadership gap or loss of institutional knowledge.

“EVP - Civil West retiring; no successor named.”

Timing of project awards

“The decrease was merely due to the timing of project awards, as the Company continues to see strong customer demand and a robust pipeline of bidding opportunities across its end markets.” · word for word

Backlog decline year-over-year

“Consolidated backlog as of June 30, 2026 was $19.9 billion, up slightly compared to $19.8 billion at the end of the first quarter of 2026, and down 6% compared to $21.1 billion at the end of the second quarter of 2025.” · word for word

Federal funding uncertainty

“While the current funding window for the Bipartisan Infrastructure Law closes on September 30, 2026, we believe that Congress recognizes the long-term nature of infrastructure projects.” · word for word

Share-based compensation expense expected to decrease, providing tailwind; but liability-classified awards create volatility.

“Share-based compensation expense is expected to decrease over the remainder of 2026 as compared to 2025 and decline much more significantly in 2027” · word for word

Project execution risk on large, complex projects in multiple geographies.

“increased activities on certain newer large high-margin projects in New York, California, Hawaii and the Indo-Pacific region” · word for word

Notes are unsecured and effectively subordinated to secured indebtedness.

“The Notes and the guarantees are effectively subordinated to all of the Company’s and the Guarantors’ secured indebtedness.”

Offering may not be consummated on terms described or at all.

“The Offering may not be consummated on the terms described herein or at all.”

Share-based compensation expense increase due to stock price

“increase of $23.5 million ... in share-based compensation expense ... primarily due to the Company’s stock price being substantially higher in 2026”

Share-based compensation volatility

“The first three months of 2026 were positively impacted by contributions associated with the increased project execution activities discussed above. These contributions were offset by a $23.5 million increase in share-based compensation expense as compared to the first quarter of 2025.” · word for word

Project adjustment risk

“The first quarter of 2026 was also impacted by an unfavorable adjustment of $16.4 million on a Civil segment mass-transit project in California primarily due to changes in estimates resulting from ongoing negotiations of change orders with the owner and subcontractors” · word for word

Federal funding uncertainty

“there have recently been, and there may in the future be, occasions where even previously authorized and committed funding is withheld by the government, which could delay the progress of certain projects or the awards of new projects.” · word for word

Key Person Dependency on Executive Chairman

“Mr. Tutor will continue to serve as Executive Chairman through December 31, 2026.” · word for word

Share Sale by Major Shareholder

“Mr. Tutor intends to sell some or all of his shares over the next 18 months as part of his overall estate and tax planning as he approaches retirement.” · word for word

Litigation and Dispute Resolution Risk

“unfavorable outcomes of existing or future litigation or dispute resolution proceedings against us or customers” · word for word

Share-based compensation expense volatility due to stock price increase.

“Income from construction operations reflected a $109.6 million increase in share-based compensation expense compared to 2024, primarily due to the significant increase in the Company’s stock price, which was up 177% in 2025”

Dependence on large project awards and execution; potential delays or cost overruns.

“Backlog includes large projects; execution risk inherent in construction.”

Share-Based Compensation Volatility

“income from construction operations for the year ended December 31, 2025 was negatively impacted by share-based compensation expense of $150.0 million compared to share-based compensation expense of $40.4 million in 2024. The increase in share-based compensation expense in 2025 was primarily due to a substantial increase of 176.9% in the Company’s stock pric” · word for word

Government Funding Dependency

“The percentage of our business coming from government entities has continued to increase in recent years, and as of December 31, 2025 accounted for 86% of our backlog.” · word for word

Debt Covenant Compliance

“As of December 31, 2025, we were in compliance and expect to continue to be in compliance with the covenants under the 2020 Credit Agreement.” · word for word

Share-based compensation volatility

“Income from construction operations for both periods of 2025 was negatively impacted by a significant increase in share-based compensation expense of $42.2 million and $81.7 million, respectively, as compared to the same periods in 2024.” · word for word

Interest rate sensitivity for Building segment

“However, the current level of interest rates combined with increases in materials and equipment costs due to recently implemented or future tariff policies could negatively impact this demand.” · word for word

Tariff impact on costs

“the current level of interest rates combined with increases in materials and equipment costs due to recently implemented or future tariff policies could negatively impact this demand.” · word for word

Share-based compensation expense increased $42.2 million due to stock price appreciation, impacting GAAP earnings.

“Income from construction operations reflected a $42.2 million increase in share-based compensation expense compared to the third quarter of 2024, primarily due to continued growth in the Company’s stock price.”