# Tutor Perini (TPC) 10-Q SEC filing - Q2 FY2026

- Filed: Aug 5, 2026, 5:05 PM EDT
- Fiscal quarter: Q2 FY2026
- Calendar quarter: Q2 2026
- Accession: 0000077543-26-000186
- OpenCapital page: https://www.opencapital.sh/filings/0000077543-26-000186
- Markdown URL: https://www.opencapital.sh/filings/0000077543-26-000186.md
- Official SEC filing index: https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/0000077543-26-000186-index.htm

## Filing documents

- [10-Q (tpc-20260630.htm)](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630.htm)
- [EX-10.2 (tpc-20260630x10qexx102.htm)](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630x10qexx102.htm)
- [EX-10.3 (tpc-20260630x10qexx103.htm)](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630x10qexx103.htm)
- [EX-10.4 (tpc-20260630x10qexx104.htm)](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630x10qexx104.htm)
- [EX-10.5 (tpc-20260630x10qexx105.htm)](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630x10qexx105.htm)
- [EX-31.1 (tpc-20260630x10qexx311.htm)](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630x10qexx311.htm)
- [EX-31.2 (tpc-20260630x10qexx312.htm)](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630x10qexx312.htm)
- [EX-32.1 (tpc-20260630x10qexx321.htm)](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630x10qexx321.htm)
- [EX-32.2 (tpc-20260630x10qexx322.htm)](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630x10qexx322.htm)

---

## 10-Q

SEC source: [tpc-20260630.htm](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630.htm)

### UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from \_\_\_\_\_\_\_\_\_\_\_ to \_\_\_\_\_\_\_\_\_\_\_

Commission File Number: 1-6314

Tutor Perini Corporation

(Exact name of registrant as specified in its charter)

MASSACHUSETTS

(State or other jurisdiction of incorporation or organization)

15901 OLDEN STREET, SYLMAR, CALIFORNIA

(Address of principal executive offices)

04-1717070

(I.R.S. Employer Identification No.)

91342-1093

(Zip Code)

(818) 362-8391

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $1.00 par value TPC New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐

Non-accelerated filer ☐ Smaller reporting company ☐

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock, $1.00 par value per share, of the registrant outstanding at July 30, 2026 was 52,569,117.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

### TABLE OF CONTENTS

Page Numbers

[Part I.](#i52d4bab4b4ed421da19e798a36b44e03_10) [Financial Information:](#i52d4bab4b4ed421da19e798a36b44e03_10)

[Item 1.](#i52d4bab4b4ed421da19e798a36b44e03_13) [Financial Statements:](#i52d4bab4b4ed421da19e798a36b44e03_13)

[Condensed Consolidated Statements of](#i52d4bab4b4ed421da19e798a36b44e03_16)[Operations](#i52d4bab4b4ed421da19e798a36b44e03_16)[for the Three](#i52d4bab4b4ed421da19e798a36b44e03_16)[and Six](#i52d4bab4b4ed421da19e798a36b44e03_16)[Months Ended](#i52d4bab4b4ed421da19e798a36b44e03_16)[June 30](#i52d4bab4b4ed421da19e798a36b44e03_16)[, 2026 and 2025 (Unaudited)](#i52d4bab4b4ed421da19e798a36b44e03_16) [3](#i52d4bab4b4ed421da19e798a36b44e03_16)

[Condensed Consolidated Statements of Comprehensive Income for the Three](#i52d4bab4b4ed421da19e798a36b44e03_19)[and Six](#i52d4bab4b4ed421da19e798a36b44e03_19)[Months](#i52d4bab4b4ed421da19e798a36b44e03_19)[Ended](#i52d4bab4b4ed421da19e798a36b44e03_19)[June 30](#i52d4bab4b4ed421da19e798a36b44e03_19)[, 2026 and 2025 (Unaudited)](#i52d4bab4b4ed421da19e798a36b44e03_19) [4](#i52d4bab4b4ed421da19e798a36b44e03_19)

[Condensed Consolidated Balance Sheets as of](#i52d4bab4b4ed421da19e798a36b44e03_22)[June 30](#i52d4bab4b4ed421da19e798a36b44e03_22)[, 2026 and December 31, 2025 (Unaudited)](#i52d4bab4b4ed421da19e798a36b44e03_22) [5](#i52d4bab4b4ed421da19e798a36b44e03_22)

[Condensed Consolidated Statements of Cash Flows for the](#i52d4bab4b4ed421da19e798a36b44e03_25)[Six](#i52d4bab4b4ed421da19e798a36b44e03_25)[Months Ended](#i52d4bab4b4ed421da19e798a36b44e03_25)[June 30](#i52d4bab4b4ed421da19e798a36b44e03_25)[, 2026 and 2025 (Unaudited)](#i52d4bab4b4ed421da19e798a36b44e03_25) [6](#i52d4bab4b4ed421da19e798a36b44e03_25)

[Notes to Condensed Consolidated Financial Statements (Unaudited)](#i52d4bab4b4ed421da19e798a36b44e03_28) [7](#i52d4bab4b4ed421da19e798a36b44e03_28)

[Item 2.](#i52d4bab4b4ed421da19e798a36b44e03_97) [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i52d4bab4b4ed421da19e798a36b44e03_97) [35](#i52d4bab4b4ed421da19e798a36b44e03_97)

[Item 3.](#i52d4bab4b4ed421da19e798a36b44e03_124) [Quantitative and Qualitative Disclosures About Market Risk](#i52d4bab4b4ed421da19e798a36b44e03_124) [46](#i52d4bab4b4ed421da19e798a36b44e03_124)

[Item 4.](#i52d4bab4b4ed421da19e798a36b44e03_127) [Controls and Procedures](#i52d4bab4b4ed421da19e798a36b44e03_127) [46](#i52d4bab4b4ed421da19e798a36b44e03_127)

[Part II.](#i52d4bab4b4ed421da19e798a36b44e03_130) [Other Information:](#i52d4bab4b4ed421da19e798a36b44e03_130)

[Item 1.](#i52d4bab4b4ed421da19e798a36b44e03_133) [Legal Proceedings](#i52d4bab4b4ed421da19e798a36b44e03_133) [47](#i52d4bab4b4ed421da19e798a36b44e03_133)

[Item 1A.](#i52d4bab4b4ed421da19e798a36b44e03_136) [Risk Factors](#i52d4bab4b4ed421da19e798a36b44e03_136) [47](#i52d4bab4b4ed421da19e798a36b44e03_136)

[Item 2.](#i52d4bab4b4ed421da19e798a36b44e03_139) [Unregistered Sales of Equity Securities and Use of Proceeds](#i52d4bab4b4ed421da19e798a36b44e03_139) [47](#i52d4bab4b4ed421da19e798a36b44e03_139)

[Item 4.](#i52d4bab4b4ed421da19e798a36b44e03_142) [Mine Safety Disclosures](#i52d4bab4b4ed421da19e798a36b44e03_142) [47](#i52d4bab4b4ed421da19e798a36b44e03_142)

[Item 5.](#i52d4bab4b4ed421da19e798a36b44e03_145) [Other Information](#i52d4bab4b4ed421da19e798a36b44e03_145) [47](#i52d4bab4b4ed421da19e798a36b44e03_145)

[Item 6.](#i52d4bab4b4ed421da19e798a36b44e03_148) [Exhibits](#i52d4bab4b4ed421da19e798a36b44e03_148) [48](#i52d4bab4b4ed421da19e798a36b44e03_148)

[Signature](#i52d4bab4b4ed421da19e798a36b44e03_151) [49](#i52d4bab4b4ed421da19e798a36b44e03_151)

PART I. – FINANCIAL INFORMATION

## Item 1. Financial Statements

**TUTOR PERINI CORPORATION AND SUBSIDIARIES**

### CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

_UNAUDITED_

| (in thousands, except per common share amounts) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| REVENUE | $1,637,047 | $1,373,681 | $3,026,505 | $2,620,314 |
| COST OF OPERATIONS | (1,425,769) | (1,177,686) | (2,660,594) | (2,289,918) |
| GROSS PROFIT | 211,278 | 195,995 | 365,911 | 330,396 |
| General and administrative expenses | (93,543) | (119,565) | (188,994) | (188,641) |
| INCOME FROM CONSTRUCTION OPERATIONS | 117,735 | 76,430 | 176,917 | 141,755 |
| Other income, net | 10,833 | 6,204 | 21,559 | 10,892 |
| Interest expense | (13,720) | (13,588) | (27,117) | (27,940) |
| INCOME BEFORE INCOME TAXES | 114,848 | 69,046 | 171,359 | 124,707 |
| Income tax expense | (30,780) | (21,960) | (47,763) | (34,872) |
| NET INCOME | 84,068 | 47,086 | 123,596 | 89,835 |
| LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 18,326 | 27,112 | 32,158 | 41,863 |
| NET INCOME ATTRIBUTABLE TO TUTOR PERINI CORPORATION | $65,742 | $19,974 | $91,438 | $47,972 |
| BASIC EARNINGS PER COMMON SHARE | $1.25 | $0.38 | $1.74 | $0.91 |
| DILUTED EARNINGS PER COMMON SHARE | $1.23 | $0.38 | $1.71 | $0.90 |
| WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING: |  |  |  |  |
| BASIC | 52,601 | 52,724 | 52,668 | 52,631 |
| DILUTED | 53,472 | 53,194 | 53,611 | 53,102 |

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

**TUTOR PERINI CORPORATION AND SUBSIDIARIES**

### CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

_UNAUDITED_

| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| NET INCOME | $84,068 | $47,086 | $123,596 | $89,835 |
| OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX: |  |  |  |  |
| Defined benefit pension plan adjustments | 315 | 289 | 628 | 591 |
| Foreign currency translation adjustments | (483) | 2,144 | (979) | 2,813 |
| Unrealized gain (loss) in fair value of investments | (1,311) | 829 | (3,359) | 2,134 |
| TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | (1,479) | 3,262 | (3,710) | 5,538 |
| COMPREHENSIVE INCOME | 82,589 | 50,348 | 119,886 | 95,373 |
| LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 17,957 | 28,428 | 31,347 | 43,657 |
| COMPREHENSIVE INCOME ATTRIBUTABLE TO TUTOR PERINI CORPORATION | $64,632 | $21,920 | $88,539 | $51,716 |

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

**TUTOR PERINI CORPORATION AND SUBSIDIARIES**

### CONDENSED CONSOLIDATED BALANCE SHEETS

_UNAUDITED_

| (in thousands, except share and per share amounts) | As of June 30,2026 | As of December 31,2025 |
| --- | --- | --- |
| ASSETS |  |  |
| CURRENT ASSETS: |  |  |
| Cash and cash equivalents ($449,842 and $361,898 related to variable interest entities (“VIEs”)) | $938,215 | $734,553 |
| Restricted cash | 6,939 | 35,641 |
| Restricted investments | 270,884 | 228,959 |
| Accounts receivable ($195,745 and $126,245 related to VIEs) | 1,181,473 | 1,218,609 |
| Retention receivable ($225,158 and $216,099 related to VIEs) | 720,480 | 668,894 |
| Costs and estimated earnings in excess of billings ($92,501 and $82,426 related to VIEs) | 845,836 | 819,199 |
| Other current assets ($100,139 and $145,473 related to VIEs) | 340,135 | 411,030 |
| Total current assets | 4,303,962 | 4,116,885 |
| PROPERTY AND EQUIPMENT (“P&E”), net of accumulated depreciation of $583,626 and $570,186 (net P&E of $26,115 and $23,246 related to VIEs) | 577,723 | 547,995 |
| GOODWILL | 205,143 | 205,143 |
| INTANGIBLE ASSETS, NET | 62,714 | 63,832 |
| DEFERRED INCOME TAXES | 63,313 | 96,573 |
| OTHER ASSETS ($14,874 and $13,202 related to VIEs) | 148,287 | 129,994 |
| TOTAL ASSETS | $5,361,142 | $5,160,422 |
| LIABILITIES AND EQUITY |  |  |
| CURRENT LIABILITIES: |  |  |
| Current maturities of long-term debt | $5,004 | $14,589 |
| Accounts payable ($108,088 and $64,712 related to VIEs) | 730,651 | 724,932 |
| Retention payable ($32,764 and $27,743 related to VIEs) | 287,064 | 265,246 |
| Billings in excess of costs and estimated earnings ($488,890 and $520,455 related to VIEs) | 1,929,670 | 1,838,610 |
| Accrued expenses and other current liabilities ($41,444 and $56,044 related to VIEs) | 396,374 | 396,121 |
| Total current liabilities | 3,348,763 | 3,239,498 |
| LONG-TERM DEBT, less current maturities, net of unamortized discount and debt issuance costs totaling $15,774 and $17,983 | 391,341 | 392,785 |
| OTHER LONG-TERM LIABILITIES ($12,173 and $10,602 related to VIEs) | 285,959 | 265,477 |
| TOTAL LIABILITIES | 4,026,063 | 3,897,760 |
| COMMITMENTS AND CONTINGENCIES (NOTE 12) |  |  |
| EQUITY |  |  |
| Stockholders' equity: |  |  |
| Preferred stock - authorized 1,000,000 shares ($1 par value), none issued | — | — |
| Common stock - authorized 112,500,000 shares ($1 par value), issued and outstanding 52,569,117 and 52,791,451 shares | 52,569 | 52,791 |
| Additional paid-in capital | 1,135,277 | 1,148,634 |
| Retained earnings | 110,497 | 46,443 |
| Accumulated other comprehensive loss | (32,133) | (29,234) |
| Total stockholders' equity | 1,266,210 | 1,218,634 |
| Noncontrolling interests | 68,869 | 44,028 |
| TOTAL EQUITY | 1,335,079 | 1,262,662 |
| TOTAL LIABILITIES AND EQUITY | $5,361,142 | $5,160,422 |

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

**TUTOR PERINI CORPORATION AND SUBSIDIARIES**

### CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

_UNAUDITED_

| (in thousands) | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Cash Flows from Operating Activities: |  |  |
| Net income | $123,596 | $89,835 |
| Adjustments to reconcile net income to net cash provided by operating activities: |  |  |
| Depreciation | 20,569 | 24,356 |
| Amortization of intangible assets | 1,118 | 1,119 |
| Share-based compensation expense | 57,927 | 61,970 |
| Change in debt discounts and deferred debt issuance costs | 2,488 | 2,209 |
| Deferred income taxes | 34,054 | 24,903 |
| Gain on sale of property and equipment | (590) | (2,928) |
| Changes in other components of working capital | 92,154 | 83,171 |
| Other long-term liabilities | 19,157 | (4,128) |
| Other, net | (16,344) | 4,768 |
| NET CASH PROVIDED BY OPERATING ACTIVITIES | 334,129 | 285,275 |
| Cash Flows from Investing Activities: |  |  |
| Acquisition of property and equipment | (51,672) | (56,940) |
| Proceeds from sale of property and equipment | 4,211 | 4,235 |
| Investments in securities | (66,504) | (33,730) |
| Proceeds from maturities and sales of investments in securities | 22,285 | 18,754 |
| NET CASH USED IN INVESTING ACTIVITIES | (91,680) | (67,681) |
| Cash Flows from Financing Activities: |  |  |
| Proceeds from debt | — | 188,215 |
| Repayment of debt | (13,237) | (304,865) |
| Cash payments related to share-based compensation | (11,275) | (5,152) |
| Payment of dividends | (6,471) | — |
| Repurchase of common stock | (30,000) | — |
| Distributions paid to noncontrolling interests | (11,500) | (20,400) |
| Contributions from noncontrolling interests | 4,994 | 7,500 |
| NET CASH USED IN FINANCING ACTIVITIES | (67,489) | (134,702) |
| Net increase in cash, cash equivalents and restricted cash | 174,960 | 82,892 |
| Cash, cash equivalents and restricted cash at beginning of period | 770,194 | 464,188 |
| Cash, cash equivalents and restricted cash at end of period | $945,154 | $547,080 |

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

### NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

UNAUDITED

### (1)Basis of Presentation

The Condensed Consolidated Financial Statements do not include footnotes and certain financial information normally presented annually under generally accepted accounting principles in the United States (“GAAP”). Therefore, they should be read in conjunction with the audited consolidated financial statements and the related notes included in Tutor Perini Corporation’s (the “Company”) Annual Report on Form 10-K for the year ended December 31, 2025. The results of operations for the three and six months ended June 30, 2026 may not be indicative of the results that will be achieved for the full year ending December 31, 2026.

In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the Company’s condensed consolidated financial position as of June 30, 2026 and its condensed consolidated statements of operations and cash flows for the interim periods presented. Intercompany balances and transactions have been eliminated. Certain amounts in the condensed consolidated financial statements and notes thereto of prior years have been reclassified to conform to the current year presentation.

### (2)Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (“Subtopic 220-40”): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

### (3)Revenue

#### Disaggregation of Revenue

The following tables disaggregate revenue by segment, end market, customer type and contract type, which the Company believes best depict how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors for the three and six months ended June 30, 2026 and 2025.

| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Civil segment revenue by end market: |  |  |  |  |
| Mass transit (includes certain transportation and tunneling projects) | $476,375 | $420,683 | $926,166 | $773,868 |
| Military facilities | 101,289 | 101,559 | 183,597 | 202,687 |
| Bridges | 109,493 | 104,083 | 170,839 | 155,934 |
| Detention facilities | 40,127 | 38,726 | 69,422 | 84,713 |
| Power and energy | 32,183 | 38,057 | 65,308 | 68,668 |
| Other | 56,687 | 31,079 | 98,549 | 58,358 |
| Total Civil segment revenue | $816,154 | $734,187 | $1,513,881 | $1,344,228 |

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Building segment revenue by end market: |  |  |  |  |
| Healthcare facilities | $295,484 | $233,426 | $541,267 | $447,974 |
| Detention facilities | 139,675 | 75,911 | 256,120 | 163,915 |
| Government | 44,849 | 63,106 | 77,792 | 123,121 |
| Education facilities | 28,834 | 36,761 | 54,799 | 84,751 |
| Mass transit (includes transportation projects) | 14,292 | 35,718 | 46,304 | 65,228 |
| Other | 36,432 | 17,160 | 56,284 | 36,877 |
| Total Building segment revenue | $559,566 | $462,082 | $1,032,566 | $921,866 |

| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Specialty Contractors segment revenue by end market: |  |  |  |  |
| Mass transit (includes certain transportation and tunneling projects) | $64,783 | $56,173 | $122,787 | $98,768 |
| Healthcare facilities | 44,131 | 23,883 | 84,383 | 44,457 |
| Detention facilities | 55,212 | 5,730 | 83,741 | 12,382 |
| Commercial and industrial facilities | 38,141 | 33,576 | 66,472 | 65,766 |
| Multi-unit residential | 22,394 | 22,917 | 49,232 | 48,486 |
| Government | 18,100 | 26,098 | 35,372 | 56,194 |
| Other | 18,566 | 9,035 | 38,071 | 28,167 |
| Total Specialty Contractors segment revenue | $261,327 | $177,412 | $480,058 | $354,220 |

| (in thousands) | Three Months Ended June 30, 2026 / Civil | Three Months Ended June 30, 2026 / Building | Three Months Ended June 30, 2026 / Specialty Contractors | Three Months Ended June 30, 2026 / Total | Three Months Ended June 30, 2025 / Civil | Three Months Ended June 30, 2025 / Building | Three Months Ended June 30, 2025 / Specialty Contractors | Three Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue by customer type: |  |  |  |  |  |  |  |  |
| State and local agencies | $639,433 | $244,397 | $170,803 | $1,054,633 | $546,827 | $210,780 | $91,906 | $849,513 |
| Federal agencies | 120,860 | 39,018 | 5,678 | 165,556 | 123,675 | 34,821 | 2,049 | 160,545 |
| Private owners | 55,861 | 276,151 | 84,846 | 416,858 | 63,685 | 216,481 | 83,457 | 363,623 |
| Total revenue | $816,154 | $559,566 | $261,327 | $1,637,047 | $734,187 | $462,082 | $177,412 | $1,373,681 |

| (in thousands) | Six Months Ended June 30, 2026 / Civil | Six Months Ended June 30, 2026 / Building | Six Months Ended June 30, 2026 / Specialty Contractors | Six Months Ended June 30, 2026 / Total | Six Months Ended June 30, 2025 / Civil | Six Months Ended June 30, 2025 / Building | Six Months Ended June 30, 2025 / Specialty Contractors | Six Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue by customer type: |  |  |  |  |  |  |  |  |
| State and local agencies | $1,183,641 | $470,450 | $301,819 | $1,955,910 | $987,937 | $431,955 | $183,089 | $1,602,981 |
| Federal agencies | 219,736 | 63,883 | 9,617 | 293,236 | 235,754 | 71,465 | 5,166 | 312,385 |
| Private owners | 110,504 | 498,233 | 168,622 | 777,359 | 120,537 | 418,446 | 165,965 | 704,948 |
| Total revenue | $1,513,881 | $1,032,566 | $480,058 | $3,026,505 | $1,344,228 | $921,866 | $354,220 | $2,620,314 |

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

| (in thousands) | Three Months Ended June 30, 2026 / Civil | Three Months Ended June 30, 2026 / Building | Three Months Ended June 30, 2026 / Specialty Contractors | Three Months Ended June 30, 2026 / Total | Three Months Ended June 30, 2025 / Civil | Three Months Ended June 30, 2025 / Building | Three Months Ended June 30, 2025 / Specialty Contractors | Three Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue by contract type: |  |  |  |  |  |  |  |  |
| Fixed price | $700,513 | $190,601 | $204,860 | $1,095,974 | $628,757 | $186,184 | $135,912 | $950,853 |
| Guaranteed maximum price | — | 306,970 | 27,694 | 334,664 | 41 | 239,460 | 7,459 | 246,960 |
| Unit price | 106,773 | — | 7,248 | 114,021 | 91,214 | — | 19,864 | 111,078 |
| Cost plus fee and other | 8,868 | 61,995 | 21,525 | 92,388 | 14,175 | 36,438 | 14,177 | 64,790 |
| Total revenue | $816,154 | $559,566 | $261,327 | $1,637,047 | $734,187 | $462,082 | $177,412 | $1,373,681 |

| (in thousands) | Six Months Ended June 30, 2026 / Civil | Six Months Ended June 30, 2026 / Building | Six Months Ended June 30, 2026 / Specialty Contractors | Six Months Ended June 30, 2026 / Total | Six Months Ended June 30, 2025 / Civil | Six Months Ended June 30, 2025 / Building | Six Months Ended June 30, 2025 / Specialty Contractors | Six Months Ended June 30, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Revenue by contract type: |  |  |  |  |  |  |  |  |
| Fixed price | $1,323,487 | $375,138 | $370,437 | $2,069,062 | $1,185,134 | $378,234 | $279,157 | $1,842,525 |
| Guaranteed maximum price | — | 548,575 | 48,566 | 597,141 | 222 | 475,075 | 12,818 | 488,115 |
| Unit price | 175,120 | — | 15,603 | 190,723 | 129,231 | — | 36,554 | 165,785 |
| Cost plus fee and other | 15,274 | 108,853 | 45,452 | 169,579 | 29,641 | 68,557 | 25,691 | 123,889 |
| Total revenue | $1,513,881 | $1,032,566 | $480,058 | $3,026,505 | $1,344,228 | $921,866 | $354,220 | $2,620,314 |

Changes in Contract Estimates that Impact Revenue

Changes to the total estimated contract revenue or cost for a given project, either due to unexpected events or revisions to management’s initial estimates, are recognized in the period in which they are determined. Revenue was positively impacted by $9.6 million and $3.1 million during the three and six months ended June 30, 2026 due to performance obligations satisfied (or partially satisfied) in prior periods. Revenue was positively impacted by $20.4 million and $2.7 million during the three and six months ended June 30, 2025 due to performance obligations satisfied (or partially satisfied) in prior periods. Refer to Note 19, Business Segments, for additional details on significant adjustments.

#### Remaining Performance Obligations

Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and exclude unexercised contract options. As of June 30, 2026, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $9.4 billion, $5.1 billion and $2.1 billion for the Civil, Building and Specialty Contractors segments, respectively. As of June 30, 2025, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $9.0 billion, $5.0 billion and $2.2 billion for the Civil, Building and Specialty Contractors segments, respectively. The Company typically recognizes revenue on Civil segment projects over a period of three to five years, whereas for projects in the Building and Specialty Contractors segments, the Company typically recognizes revenue over a period of one to three years. Certain larger projects across all three segments may extend over a longer duration.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

### (4)Contract Assets and Liabilities

The Company classifies contract assets and liabilities that may be settled beyond one year from the balance sheet date as current, consistent with the length of time of the Company’s project operating cycle.

Contract assets and liabilities on the Condensed Consolidated Balance Sheets consisted of the following:

| (in thousands) | As of June 30,2026 | As of December 31,2025 |
| --- | --- | --- |
| Contract Assets: |  |  |
| Costs and estimated earnings in excess of billings: |  |  |
| Claims | $321,094 | $324,727 |
| Unapproved change orders | 442,283 | 402,060 |
| Other unbilled costs and profits | 82,459 | 92,412 |
| Total costs and estimated earnings in excess of billings | $845,836 | $819,199 |
| Contract Liabilities: |  |  |
| Billings in excess of costs and estimated earnings | $1,929,670 | $1,838,610 |

Costs and estimated earnings in excess of billings represent the excess of contract costs and profits (or contract revenue) over the amount of contract billings to date and are classified as a current asset. Costs and estimated earnings in excess of billings result when either: (1) the appropriate contract revenue amount has been recognized over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), but a portion of the revenue recorded cannot be billed currently due to the billing terms defined in the contract, or (2) costs are incurred related to certain claims and unapproved change orders. Claims occur when there is a dispute regarding both a change in the scope of work and the price associated with that change. Unapproved change orders occur when a change in the scope of work results in additional work being performed before the parties have agreed on the corresponding change in the contract price. The Company routinely estimates recovery related to claims and unapproved change orders as a form of variable consideration at the most likely amount it expects to receive and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Claims and unapproved change orders are billable upon the agreement and resolution between the contractual parties and after the execution of contractual amendments. Increases in claims and unapproved change orders typically result from costs being incurred against existing or new positions; decreases normally result from resolutions and subsequent billings. As discussed in Note 12, Commitments and Contingencies, the resolution of these claims and unapproved change orders may require litigation or other forms of dispute resolution proceedings. Other unbilled costs and profits are billable in accordance with the billing terms of each of the existing contractual arrangements and, as such, the timing of contract billing cycles can cause fluctuations in the balance of unbilled costs and profits. Ultimate resolution of other unbilled costs and profits typically involves incremental progress toward contractual requirements or milestones. The amount of costs and estimated earnings in excess of billings as of June 30, 2026 estimated by management to be collected beyond one year is approximately $515.1 million.

Billings in excess of costs and estimated earnings represent the excess of contract billings to date over the amount of contract costs and profits (or contract revenue) recognized to date. The balance may fluctuate depending on the timing of contract billings and the recognition of contract revenue. Revenue recognized during the three and six months ended June 30, 2026 and included in the opening billings in excess of costs and estimated earnings balances for each period totaled $929.5 million and $1.5 billion, respectively. Revenue recognized during the three and six months ended June 30, 2025 and included in the opening billings in excess of costs and estimated earnings balances for each period totaled $681.0 million and $752.4 million, respectively.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

### (5)Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets to the amounts shown in the Condensed Consolidated Statements of Cash Flows:

| (in thousands) | As of June 30,2026 | As of December 31,2025 |
| --- | --- | --- |
| Cash and cash equivalents available for general corporate purposes | $423,538 | $270,715 |
| Joint venture cash and cash equivalents | 514,677 | 463,838 |
| Cash and cash equivalents | 938,215 | 734,553 |
| Restricted cash | 6,939 | 35,641 |
| Total cash, cash equivalents and restricted cash | $945,154 | $770,194 |

Cash equivalents include short-term, highly liquid investments with maturities of three months or less when acquired. Cash and cash equivalents consist of amounts available for the Company’s general purposes, the Company’s proportionate share of cash held by the Company’s unconsolidated joint ventures and 100% of amounts held by the Company’s consolidated joint ventures. In both cases, cash held by joint ventures is available only for joint venture-related uses, including future distributions to joint venture partners.

Restricted cash includes amounts primarily held as collateral to secure insurance-related contingent obligations, such as insurance claim deductibles, in lieu of letters of credit.

### (6)Other Current Assets

Other current assets consist of the following:

| (in thousands) | As of June 30,2026 | As of December 31,2025 |
| --- | --- | --- |
| Capitalized contract costs | $253,602 | $322,284 |
| Other | 86,533 | 88,746 |
| Total other current assets | $340,135 | $411,030 |

Capitalized contract costs are included in other current assets and primarily represent costs to fulfill a contract that (1) directly relate to an existing or anticipated contract, (2) generate or enhance resources that will be used in satisfying performance obligations in the future and (3) are expected to be recovered through the contract. Capitalized contract costs, which are primarily comprised of prepaid insurance premiums, are generally expensed to the associated contract over the period of anticipated use on the project. During the three and six months ended June 30, 2026, $42.8 million and $95.9 million, respectively, of previously capitalized contract costs were amortized and recognized as expense on the related contracts. During the three and six months ended June 30, 2025, $14.5 million and $32.4 million, respectively, of previously capitalized contract costs were amortized and recognized as expense on the related contracts.

### (7)Earnings Per Common Share

Basic earnings per common share (“EPS”) and diluted EPS are calculated by dividing net income (loss) attributable to Tutor Perini Corporation by the following: for basic EPS, the weighted-average number of common shares outstanding during the period; and for diluted EPS, the sum of the weighted-average number of both outstanding common shares and potentially dilutive securities, which for the Company can include restricted stock units (“RSUs”) and unexercised stock options. The Company calculates the effect of the potentially dilutive RSUs and stock options using the treasury stock method.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

| (in thousands, except per common share data) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Net income attributable to Tutor Perini Corporation | $65,742 | $19,974 | $91,438 | $47,972 |
| Weighted-average common shares outstanding, basic | 52,601 | 52,724 | 52,668 | 52,631 |
| Effect of dilutive RSUs and stock options | 871 | 470 | 943 | 471 |
| Weighted-average common shares outstanding, diluted | 53,472 | 53,194 | 53,611 | 53,102 |
| Net income attributable to Tutor Perini Corporation per common share: |  |  |  |  |
| Basic | $1.25 | $0.38 | $1.74 | $0.91 |
| Diluted | $1.23 | $0.38 | $1.71 | $0.90 |
| Anti-dilutive securities not included above | 41 | 98 | 20 | 250 |

Refer to Note 19, Business Segments, for additional details on significant impacts to net income and diluted EPS.

### (8)Income Taxes

The Company recognized income tax expense of $30.8 million and $47.8 million for the three and six months ended June 30, 2026, respectively. The effective income tax rate was 26.8% and 27.9% for the three and six months ended June 30, 2026, respectively. The effective income tax rate for both the three and six months ended June 30, 2026 was higher than the 21.0% federal statutory income tax rate primarily due to non-deductible expenses and state income taxes (net of federal tax benefit), partially offset by earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and federal income tax credits.

The Company recognized income tax expense of $22.0 million and $34.9 million for the three and six months ended June 30, 2025, respectively. The effective income tax rate was 31.8% and 28.0% for the three and six months ended June 30, 2025, respectively. The effective income tax rate for both the three and six months ended June 30, 2025 was higher than the 21.0% federal statutory income tax rate primarily due to non-deductible expenses and state income taxes (net of federal tax benefit), partially offset by earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and federal income tax credits.

### (9)Goodwill and Intangible Assets

#### Goodwill

The following table presents the changes in the carrying amount of goodwill since its inception through June 30, 2026:

| (in thousands) | Civil | Building | Specialty Contractors | Total |
| --- | --- | --- | --- | --- |
| Gross goodwill as of December 31, 2025 | $492,074 | $424,724 | $156,193 | $1,072,991 |
| Accumulated impairment as of December 31, 2025 | (286,931) | (424,724) | (156,193) | (867,848) |
| Goodwill as of December 31, 2025 | 205,143 | — | — | 205,143 |
| Current year activity | — | — | — | — |
| Goodwill as of June 30, 2026 | $205,143 | — | — | $205,143 |

The Company performed its annual impairment test in the fourth quarter of 2025 and concluded goodwill was not impaired. In addition, the Company determined that no triggering events occurred and no circumstances changed since the date of its annual impairment test that would more likely than not reduce the fair value of the Civil reporting unit below its carrying amount.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

The Company will continue to monitor events and circumstances for changes that indicate the Civil reporting unit goodwill would need to be reevaluated for impairment during future interim periods prior to the annual impairment test. These future events and circumstances include, but are not limited to, changes in the overall financial performance of the Civil reporting unit, as well as other quantitative and qualitative factors which could indicate potential triggering events for possible impairment.

#### Intangible Assets

Intangible assets consist of the following:

| (in thousands) | As of June 30, 2026 / Cost | As of June 30, 2026 / Accumulated Amortization | As of June 30, 2026 / Accumulated Impairment Charge | As of June 30, 2026 / Carrying Value | Weighted-Average Amortization Period |
| --- | --- | --- | --- | --- | --- |
| Trade names (non-amortizable) | $117,600 | — | $(67,190) | $50,410 | Indefinite |
| Trade names (amortizable) | 69,250 | (33,714) | (23,232) | 12,304 | 20 years |
| Contractor license | 6,000 | — | (6,000) | — | N/A |
| Customer relationships | 39,800 | (23,155) | (16,645) | — | N/A |
| Construction contract backlog | 149,290 | (149,290) | — | — | N/A |
| Total | $381,940 | $(206,159) | $(113,067) | $62,714 |  |

| (in thousands) | As of December 31, 2025 / Cost | As of December 31, 2025 / Accumulated Amortization | As of December 31, 2025 / Accumulated Impairment Charge | As of December 31, 2025 / Carrying Value | Weighted-Average Amortization Period |
| --- | --- | --- | --- | --- | --- |
| Trade names (non-amortizable) | $117,600 | — | $(67,190) | $50,410 | Indefinite |
| Trade names (amortizable) | 69,250 | (32,596) | (23,232) | 13,422 | 20 years |
| Contractor license | 6,000 | — | (6,000) | — | N/A |
| Customer relationships | 39,800 | (23,155) | (16,645) | — | N/A |
| Construction contract backlog | 149,290 | (149,290) | — | — | N/A |
| Total | $381,940 | $(205,041) | $(113,067) | $63,832 |  |

Amortization expense related to amortizable intangible assets for the three and six months ended June 30, 2026 was $0.6 million and $1.1 million, respectively. Amortization expense related to amortizable intangible assets for the three and six months ended June 30, 2025 was $0.5 million and $1.1 million, respectively. As of June 30, 2026, future amortization expense related to amortizable intangible assets will be approximately $1.1 million for the remainder of 2026, $2.2 million per year for the years 2027 through 2030 and $2.4 million for 2031.

The Company performed its annual impairment test for non-amortizable trade names during the fourth quarter of 2025. Based on this assessment, the Company concluded that its non-amortizable trade names were not impaired. In addition, the Company determined that no triggering events occurred and no circumstances changed since the date of its annual impairment test that would indicate impairment of its non-amortizable trade names. Other amortizable intangible assets are reviewed for impairment whenever circumstances indicate that the future cash flows generated by the assets might be less than the assets’ net carrying value. The Company had no impairment of intangible assets during the three and six months ended June 30, 2026 or 2025.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

### (10)Financial Commitments

#### Long-Term Debt

Long-term debt as reported on the Condensed Consolidated Balance Sheets consisted of the following:

| (in thousands) | As of June 30,2026 | As of December 31,2025 |
| --- | --- | --- |
| 2024 Senior Notes | $384,226 | $382,017 |
| Revolver | — | — |
| Equipment financing and mortgages | 10,452 | 18,261 |
| Other indebtedness | 1,667 | 7,096 |
| Total debt | 396,345 | 407,374 |
| Less: Current maturities | 5,004 | 14,589 |
| Long-term debt, net | $391,341 | $392,785 |

The following table reconciles the outstanding debt balances to the reported debt balances as of June 30, 2026 and December 31, 2025:

| (in thousands) | As of June 30, 2026 / Outstanding Debt | As of June 30, 2026 / Unamortized Discounts and Issuance Costs | As of June 30, 2026 / Debt,as reported | As of December 31, 2025 / Outstanding Debt | As of December 31, 2025 / Unamortized Discounts and Issuance Costs | As of December 31, 2025 / Debt,as reported |
| --- | --- | --- | --- | --- | --- | --- |
| 2024 Senior Notes | $400,000 | $(15,774) | $384,226 | $400,000 | $(17,983) | $382,017 |

The unamortized issuance costs related to the Revolver were $0.6 million and $0.9 million as of June 30, 2026 and December 31, 2025, respectively, and are included in other assets on the Condensed Consolidated Balance Sheets.

#### 2026 Senior Notes

On July 2, 2026, the Company issued $400.0 million in aggregate principal amount of 6.625% Senior Notes due July 15, 2033 (the “2026 Senior Notes”) in a private placement offering. Interest on the 2026 Senior Notes is payable in arrears semi-annually in January and July of each year, beginning in January 2027.

Prior to July 15, 2029, the Company may redeem the 2026 Senior Notes at a redemption price equal to 100% of the principal amount plus a “make-whole” premium described in the indenture. In addition, prior to July 15, 2029, the Company may redeem up to 40% of the original aggregate principal amount of the notes at a redemption price of 106.625% of their principal amount with the proceeds received by the Company from any offering of the Company’s equity. The Company may redeem the 2026 Senior Notes at redemption prices during the twelve-month periods beginning on July 15, 2029, July 15, 2030 and July 15, 2031 and thereafter of 103.313%, 101.656% and 100.0%, respectively, of the principal amount being redeemed. Upon a change of control, holders of the 2026 Senior Notes may require the Company to repurchase all or part of the 2026 Senior Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date.

The 2026 Senior Notes are senior unsecured obligations of the Company and are guaranteed by the Company’s existing and future subsidiaries that also guarantee obligations under the Company’s 2026 Credit Agreement (as defined below). In addition, the indenture for the 2026 Senior Notes provides for customary covenants on restricting certain payments and includes customary events of default.

#### 2024 Senior Notes

On April 22, 2024, the Company issued $400.0 million in aggregate principal amount of 11.875% Senior Notes due April 30, 2029 (the “2024 Senior Notes”) in a private placement offering. Interest on the 2024 Senior Notes is payable in arrears semi-annually in April and October of each year.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

The Company may redeem the 2024 Senior Notes at redemption prices during the twelve-month periods beginning on April 30, 2026, April 30, 2027 and April 30, 2028 of 108.906%, 104.453% and 100.0%, respectively, of the principal amount being redeemed. If the Company experiences certain change of control events, holders of the 2024 Senior Notes may require the Company to repurchase all or part of the 2024 Senior Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the redemption date.

The 2024 Senior Notes are senior unsecured obligations of the Company and are guaranteed by the Company’s existing and future subsidiaries that also guarantee obligations under the Company’s 2020 Credit Agreement. In addition, the indenture for the 2024 Senior Notes provides for customary covenants, including restrictions on the payment of dividends and share repurchases, and includes customary events of default.

On July 2, 2026, the proceeds of the 2026 Senior Notes, together with cash on hand, were used to redeem in full the 2024 Senior Notes. As a result, the Company will recognize debt extinguishment costs of approximately $51.4 million in the third quarter of 2026, consisting of $35.6 million for the premium described above and $15.8 million of non-cash expense for the remaining unamortized discounts and issuance costs as of the extinguishment date.

#### 2020 Credit Agreement and 2026 Credit Agreement

On August 18, 2020, the Company entered into a credit agreement (as amended, the “2020 Credit Agreement”) with BMO Bank N.A. (f/k/a BMO Harris Bank N.A.), as Administrative Agent, Swing Line Lender and L/C Issuer and other lenders. The 2020 Credit Agreement provided for a $170.0 million (which was increased to $350.0 million following the effectiveness of the amended and restated 2020 Credit Agreement on July 2, 2026, as described in further detail below) revolving credit facility (the “Revolver”), which was set to mature on August 18, 2027, with sub-limits for the issuance of letters of credit and swing line loans up to the aggregate amounts of $75.0 million and $10.0 million, respectively. The 2020 Credit Agreement also originally provided for a $425.0 million term loan B facility (the “Term Loan B”), which was set to mature on August 18, 2027. During the first quarter of 2025, the Company voluntarily repaid the remaining $121.9 million outstanding balance of the Term Loan B.

Subject to certain exceptions, at any time prior to maturity, the 2020 Credit Agreement provided the Company with the right to increase the commitments under the Revolver and/or to establish one or more term loan facilities in an aggregate amount up to (i) the greater of $173.5 million and 50% LTM EBITDA (as defined in the 2020 Credit Agreement) plus (ii) additional amounts if (A) in the case of pari passu first lien secured indebtedness, the First Lien Net Leverage Ratio (as defined in the 2020 Credit Agreement) did not exceed 1.35 to 1.00, (B) in the case of junior lien secured indebtedness, the Total Net Leverage Ratio (as defined in the 2020 Credit Agreement) did not exceed 3.50 to 1.00 and (C) in the case of unsecured indebtedness, (x) the Total Net Leverage Ratio did not exceed 3.50 to 1.00 or (y) the Fixed Charge Coverage Ratio (as defined in the 2020 Credit Agreement) was no less than 2.00 to 1.00.

Borrowings under the 2020 Credit Agreement bore interest, at the Company’s option, at a rate equal to (i) in the case of the Revolver, following the amendment to the 2020 Credit Agreement on October 31, 2022 (as discussed below), (x) the Adjusted Term Secured Overnight Financing Rate (“Adjusted Term SOFR”) (calculated with a 10 basis point credit spread adjustment for all interest periods) or (y) a base rate (determined by reference to the highest of (1) the administrative agent’s prime lending rate, (2) the federal funds effective rate plus 50 basis points and (3) the Adjusted Term SOFR rate for a one-month interest period plus 100 basis points) plus, in each case, (ii) an applicable margin. The margin applicable to the Revolver was between 4.25% and 4.75% for Adjusted Term SOFR and 3.25% and 3.75% for base rate, and, in each case, was based on the First Lien Net Leverage Ratio. Effective following the amendment to the 2020 Credit Agreement on October 31, 2022 (the “2022 Amendment”), the Company’s original London Interbank Offered Rate (“LIBOR”) option in respect of the Revolver was transitioned to Adjusted Term SOFR. In addition to paying interest on outstanding principal under the 2020 Credit Agreement, the Company paid a commitment fee to the lenders under the Revolver in respect of the unutilized commitments thereunder and paid customary letter of credit fees to the extent applicable.

Following the 2022 Amendment, the 2020 Credit Agreement required, solely with respect to the Revolver, the Company and its restricted subsidiaries to maintain a maximum First Lien Net Leverage Ratio of 2.25 to 1.00 for the fiscal quarter ending December 31, 2023 and each fiscal quarter thereafter. The 2020 Credit Agreement also included certain customary representations and warranties, affirmative covenants and events of default. Subject to certain exceptions, substantially all of the Company’s existing and future material wholly-owned subsidiaries unconditionally guarantee the obligations of the Company under the 2020 Credit Agreement; additionally, subject to certain exceptions, the obligations are secured by a lien on substantially all of the assets of the Company and its subsidiaries guaranteeing these obligations.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

The Company had no borrowings under the Revolver during the six months ended June 30, 2026. As of June 30, 2026, the entire $170.0 million was available under the Revolver with a borrowing rate of 10.0%. The Company was in compliance with the financial covenant under the 2020 Credit Agreement for the period ended June 30, 2026.

On July 2, 2026, the Company entered into an amendment and restatement of the 2020 Credit Agreement (the “2026 Credit Agreement”) to, among other things, extend the maturity of the Revolver to July 2, 2031, increase the commitments under the Revolver from $170.0 million to $350.0 million, reduce the Adjusted Term SOFR margin to a range between 1.75% and 2.50% based on a Total Net Leverage Ratio (compared to the previous range between 4.25% and 4.75% based on a First Lien Net Leverage Ratio) and eliminate the credit spread adjustment (10 basis points), reduce the base rate margin to a range between 0.75% and 1.50% based on a Total Net Leverage Ratio (compared to the previous range between 3.25% to 3.75% based on a First Lien Net Leverage Ratio), and replace the maximum First Lien Net Leverage Ratio financial maintenance covenant (of 2.25 to 1.00) with the following two new financial maintenance covenants: 1) a maximum Total Net Leverage Ratio of 3.50 to 1.00 and 2) a minimum cash Interest Coverage Ratio of 3.00 to 1.00. In addition to paying interest on outstanding principal under the 2026 Credit Agreement, the Company pays a commitment fee to the lenders under the Revolver in respect of the unutilized commitments thereunder and will pay customary letter of credit fees to the extent applicable. If a payment or bankruptcy event of default occurs and is continuing, the otherwise applicable margin on overdue amounts will be increased by 2% per annum. The 2026 Credit Agreement includes customary provisions for the replacement of Adjusted Term SOFR with an alternative benchmark rate upon Adjusted Term SOFR being discontinued.

The 2026 Credit Agreement gives the Company the right to increase the commitments under the Revolver and/or to establish one or more term loan facilities in an aggregate amount up to (i) the greater of $400 million and 100% LTM EBITDA (as defined in the 2026 Credit Agreement) (compared to the previous test of $173.5 million and 50% LTM EBITDA) plus (ii) additional amounts if (A) in the case of pari passu first lien secured indebtedness, the First Lien Net Leverage Ratio (as defined in the 2026 Credit Agreement) did not exceed 1.50 to 1.00 (compared to the previous 1.35 to 1.00), (B) in the case of junior lien secured indebtedness, the Secured Net Leverage Ratio (as defined in the 2026 Credit Agreement) did not exceed 2.00 to 1.00 (compared to the previous 3.50 to 1.00 based on Total Net Leverage Ratio) and (C) in the case of unsecured indebtedness, (x) the Total Net Leverage Ratio does not exceed 3.50 to 1.00 and (y) the Interest Coverage Ratio is a minimum of 3.00 to 1.00 (previously based on Total Net Leverage Ratio and Fixed Charge Coverage Ratio (each as defined in the 2020 Credit Agreement)).

The 2026 Credit Agreement also includes certain customary representations and warranties, affirmative covenants and events of default. Subject to certain exceptions, substantially all of the Company’s existing and future material wholly-owned subsidiaries continue to unconditionally guarantee the obligations of the Company under the 2026 Credit Agreement; additionally, subject to certain exceptions, the obligations continue to be secured by a lien on substantially all of the assets of the Company and its subsidiaries guaranteeing these obligations.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

#### Interest Expense

Interest expense as reported in the Condensed Consolidated Statements of Operations consisted of the following:

| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Cash interest expense: |  |  |  |  |
| Interest on 2024 Senior Notes | $12,271 | $11,875 | $24,146 | $23,750 |
| Interest on Term Loan B | — | — | — | 876 |
| Interest on Revolver | — | 72 | — | 193 |
| Other interest | 187 | 520 | 483 | 912 |
| Total cash interest expense | 12,458 | 12,467 | 24,629 | 25,731 |
| Non-cash interest expense:(a) |  |  |  |  |
| Amortization of debt issuance costs on 2024 Senior Notes | 1,123 | 982 | 2,209 | 1,930 |
| Amortization of debt issuance costs on Revolver | 139 | 139 | 279 | 279 |
| Total non-cash interest expense | 1,262 | 1,121 | 2,488 | 2,209 |
| Total interest expense | $13,720 | $13,588 | $27,117 | $27,940 |

(a)The combination of cash and non-cash interest expense produces effective interest rates that are higher than contractual rates. Accordingly, the effective interest rate for the 2024 Senior Notes was 13.56% for the six months ended June 30, 2026.

### (11)Leases

The Company leases certain office space, construction and office equipment, vehicles and temporary housing generally under non-cancelable operating leases. Leases with an initial term of one year or less are not recorded on the balance sheet, and the Company generally recognizes lease expense for these leases on a straight-line basis over the lease term. As of June 30, 2026, the Company’s operating leases have remaining lease terms ranging from less than one year to 12 years, some of which include options to renew the leases. The exercise of lease renewal options is generally at the Company’s sole discretion. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.

The following table presents components of lease expense for the three and six months ended June 30, 2026 and 2025:

| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Operating lease expense | $4,779 | $3,561 | $9,397 | $6,721 |
| Short-term lease expense(a) | 16,267 | 14,577 | 30,639 | 28,062 |
|  | 21,046 | 18,138 | 40,036 | 34,783 |
| Less: Sublease income | 199 | 297 | 404 | 591 |
| Total lease expense | $20,847 | $17,841 | $39,632 | $34,192 |

(a)Short-term lease expense includes all leases with lease terms of up to one year. Short-term leases include, among other things, construction equipment rented on an as-needed basis as well as temporary housing.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

The following table presents supplemental balance sheet information related to operating leases:

| (dollars in thousands) | Balance Sheet Line Item | As of June 30,2026 | As of December 31,2025 |
| --- | --- | --- | --- |
| Assets |  |  |  |
| Right-of-use assets | Other assets | $63,182 | $58,608 |
| Total lease assets |  | $63,182 | $58,608 |
| Liabilities |  |  |  |
| Current lease liabilities | Accrued expenses and other current liabilities | $13,176 | $11,763 |
| Long-term lease liabilities | Other long-term liabilities | 55,335 | 51,783 |
| Total lease liabilities |  | $68,511 | $63,546 |
| Weighted-average remaining lease term |  | 6.0 years | 6.4 years |
| Weighted-average discount rate |  | 8.73% | 8.04% |

The following table presents supplemental cash flow information and non-cash activity related to operating leases:

| (in thousands) | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- |
| Operating cash flow information: |  |  |
| Cash paid for amounts included in the measurement of lease liabilities | $(9,009) | $(6,218) |
| Non-cash activity: |  |  |
| Right-of-use assets obtained in exchange for lease liabilities | $11,146 | $18,295 |

The following table presents maturities of operating lease liabilities on an undiscounted basis as of June 30, 2026:

| Year (in thousands) | Operating Leases |
| --- | --- |
| 2026 (excluding the six months ended June 30, 2026) | $9,299 |
| 2027 | 17,788 |
| 2028 | 15,833 |
| 2029 | 13,315 |
| 2030 | 9,323 |
| Thereafter | 24,154 |
| Total lease payments | 89,712 |
| Less: Imputed interest | 21,201 |
| Total | $68,511 |

### (12)Commitments and Contingencies

The Company and certain of its subsidiaries are involved in litigation and other legal proceedings and forms of dispute resolution in the ordinary course of business, including but not limited to disputes over contract payment and/or performance-related issues (such as disagreements regarding delay or a change in the scope of work of a project and/or the price associated with that change) and other matters incidental to the Company’s business. In accordance with ASC 606, the Company makes assessments of these types of matters on a routine basis and, to the extent permitted by ASC 606, estimates and records recovery related to these matters as a form of variable consideration at the most likely amount the Company expects to receive, as discussed further in Note 4, Contract Assets and Liabilities. In addition, the Company is contingently liable for litigation, performance guarantees and other commitments arising in the ordinary course of business, which are accounted for in accordance with ASC 450, Contingencies. Management reviews these matters regularly and updates or revises its estimates as warranted by subsequent information and developments. These assessments require judgments concerning matters that are inherently uncertain, such as litigation developments and outcomes, the anticipated outcome of negotiations and the estimated

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

cost of resolving disputes. Consequently, these assessments are estimates, and actual amounts may vary from such estimates. In addition, because such matters are typically resolved over long periods of time, the Company’s assets and liabilities may change over time should the circumstances dictate. The description of the legal proceedings listed below include management’s assessment of those proceedings. Management believes that, based on current information and discussions with the Company’s legal counsel, the ultimate resolution of other matters is not expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

A description of the material pending legal proceedings, other than ordinary routine litigation incidental to the business, is as follows:

#### Alaskan Way Viaduct Matter

In January 2011, Seattle Tunnel Partners (“STP”), a joint venture between Dragados USA, Inc. and the Company, entered into a design-build contract with the Washington State Department of Transportation (“WSDOT”) for the construction of a large-diameter bored tunnel in downtown Seattle, King County, Washington to replace the Alaskan Way Viaduct, also known as State Route 99. The Company has a 45% interest in STP. The construction of the large-diameter bored tunnel required the use of a tunnel boring machine (“TBM”). In December 2013, the TBM struck a steel pipe, installed by WSDOT as a well casing for an exploratory well. The TBM was significantly damaged and was required to be repaired. STP asserted that the steel pipe casing was a differing site condition that WSDOT failed to properly disclose. The Disputes Review Board mandated by the contract to hear disputes issued a decision finding the steel casing was a Type I (material) differing site condition. WSDOT did not accept that finding.

#### Case Against WSDOT

In March 2016, WSDOT filed a complaint against STP in Thurston County Superior Court alleging breach of contract, seeking $57.2 million in delay-related damages and seeking declaratory relief. STP subsequently filed a counterclaim against WSDOT seeking damages in excess of $640 million. The jury trial between STP and WSDOT commenced on October 7, 2019 and concluded on December 13, 2019, with a jury verdict in favor of WSDOT awarding them $57.2 million in damages. The Company recorded the impact of the jury verdict during the fourth quarter of 2019, resulting in a pre-tax charge of $166.8 million, which included $25.7 million for the Company’s 45% proportionate share of the $57.2 million in damages awarded by the jury to WSDOT. The charge was for non-cash write-downs primarily related to the costs and estimated earnings in excess of billings and receivables that the Company previously recorded to reflect its expected recovery in this case. STP’s petition for discretionary review by the Washington Supreme Court was denied on October 10, 2022. On October 18, 2022, STP paid the damages and associated interest from the judgment, which included the Company’s proportionate share of $34.6 million. As a result, the lawsuit between STP and WSDOT has concluded.

#### Case Against Insurers

The TBM was insured under a Builder’s Risk Insurance Policy (the “Policy”) with Great Lakes Reinsurance (UK) PLC and a consortium of other insurers (the “Insurers”). STP submitted the claims to the Insurers and requested interim payments under the Policy. The Insurers refused to pay and denied coverage. In June 2015, STP filed a lawsuit in the King County Superior Court, State of Washington seeking declaratory relief, as well as damages as a result of the Insurers’ breach of their obligations under the terms of the Policy. On September 30, 2024, after several years of law and motion proceedings, a confidential settlement was reached resolving the case in full for a substantial sum. Payment was received in October 2024 and the case against the Insurers was dismissed. As a result of the settlement, STP resolved the claims of Hitachi Zosen (the manufacturer of the TBM) and the remaining subcontractor lawsuits pending on the project, including those with the Company’s subsidiaries.

#### Case Against Designer

On April 13, 2023, STP filed a case in the Washington Superior Court against HNTB Corporation (“HNTB”), STP’s design firm on the project, wherein STP alleges that HNTB is liable for providing design services that resulted in the TBM striking the steel pipe described above and for additional steel quantity costs associated with the project. Due to the resolution of the matter against the Insurers and WSDOT discussed above, STP’s claim against HNTB was revised and includes HNTB’s liability for providing design services, amounts paid by STP to WSDOT in liquidated damages and interest as well as certain subcontractor delay claims paid by STP to subcontractors in November 2024. On March 7, 2026, a confidential settlement was reached resolving the case in full for a substantial sum, which did not have a material impact on the Company’s financial statements.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

Payment was received in March and April 2026 and the case against HNTB was formally dismissed on June 8, 2026. As a result of the settlement, all matters related to the project have been resolved.

#### W/Element Hotel Matter

On March 15, 2015, Tutor Perini Building Corp. (“TPBC”), a wholly owned subsidiary of the Company, acting as construction manager, entered into two contracts with Chestlen Development, L.P. (the “Developer”) for the construction of a dual-branded W/Element Hotel project in Philadelphia, Pennsylvania. The project consisted of a 295-room W Philadelphia hotel and a 460-room Element hotel within a single 51-story tower, together with a parking garage and public and retail spaces. The adjusted contract value was $256 million. Construction commenced in April 2015. The Developer received a certificate of occupancy from the City of Philadelphia in April 2021, and the hotel opened to the public in May 2021.

#### Design Delays and COVID Impact

During construction, the project experienced substantial delays and incurred additional costs. A principal area of dispute concerned the design of the building’s concrete floor system. The floor system was designed by professional designers retained directly by, and under contract solely with, the Developer. At the direction of the Developer, in an effort to reduce construction costs by decreasing the quantity of materials and labor required, the designers reduced the floor slab thickness to nine inches of combined concrete and rebar between building levels. This thinner floor design resulted in increased floor deflection, meaning greater bending or sagging of the floors under load. As a consequence of the excessive floor deflection, additional remedial work was required before installation of finish materials. In addition, the window system, which is anchored to the floor slabs, required further adjustments to accommodate conditions. These conditions caused additional project costs and contributed to further delays in completing the project.

In addition, the project experienced significant delays and cost impacts arising from the COVID-19 pandemic, during which major construction activities were being performed. As a result of governmental restrictions and other practical realities associated with the pandemic, work hours were reduced, access to and use of equipment was limited, materials were disrupted, and other conditions adversely affected productivity and slowed project progress.

#### Litigation Against Developer

In 2020, litigation commenced in the Philadelphia Court of Common Pleas which ultimately resulted in a consolidated case of more than twenty parties, including the Developer, TPBC, trade subcontractors, designers, and others. The parties asserted claims for breach of contract and to enforce mechanics’ liens, including a mechanics’ lien filed by TPBC on behalf of itself and its trade subcontractors in the amount of approximately $119 million. Claims involving the designers were subsequently settled, with the settlement proceeds placed into escrow pending further determination regarding entitlement to those funds. The disputes among the remaining parties continued in litigation. On October 31, 2025, the court issued a ruling finding that the project’s principal defects relating to floor deflection and window installation were attributable to the contractors and not to the Developer. On February 27, 2026, the court granted the Developer’s motion to strike the mechanics’ lien filed by TPBC against the project, which TPBC is appealing. On April 10, 2026, the court issued its Findings as to Damages and Order in favor of the Developer, awarding approximately $175 million, including approximately $98 million in liquidated damages, of which approximately $60 million relates to periods extending beyond the date the hotel opened. The court also rejected the other delay-related defenses and claims asserted by TPBC. On April 23, 2026, TPBC filed a motion for reconsideration of both the liability determination and the damages award, which was denied by the court.

TPBC filed its Notice of Appeal on July 7, 2026. The anticipated grounds for appeal are expected to include challenges to: (i) the findings on the merits regarding the cause of the floor deflections; (ii) the legal standard applied in determining responsibility of the project designers retained by the Developer; (iii) the methodology used to calculate damages; (iv) the award of damages barred by the consequential damages waiver provisions of the contracts; (v) the award of liquidated damages for periods extending beyond the issuance of a certificate of occupancy; and (vi) the withholding of approximately $31 million in unpaid contract balances due to TPBC. Additionally, TPBC will appeal the trial court’s ruling as to whether the majority of the claims should have been covered under the builder’s risk insurance procured by the Developer, which provided coverage to the Developer, TPBC and its subcontractors. The Developer agreed to serve as “the sole and irrevocable agent” for submitting insurance claims. TPBC asserts that the Developer’s failure to submit timely claims to the insurance carrier constituted a material breach of its contractual obligations resulting in a waiver of otherwise insurable damages.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

#### Litigation Involving Subcontractors

Between December 2025 and May 2026, TPBC settled with, or paid contract balances to, most of the subcontractors despite not yet collecting said contract balances from the Developer. Five subcontractors continue to assert unresolved claims that remain subject to further settlement discussions or adjudication, which has not been scheduled. In addition, a trial commenced in July 2026 related to TPBC’s claims for indemnity and contract breaches against its concrete subcontractor and its surety related to the floor deflection and window installation liability described above.

The litigation remains pending before the trial court and is expected to proceed to the appellate courts. Payment of any potential damages will only be made if the adverse verdict is upheld on appeal.

As of June 30, 2026, the Company has concluded that the potential for a material adverse financial impact due to the Developer’s and subcontractors’ legal actions is neither probable nor remote. With respect to TPBC’s claims against the Developer and certain subcontractors, as a result of the rulings, management recognized an immaterial charge to earnings during the period. Management has continued to include an estimate of the total anticipated recovery, concluded to be both probable and reliably estimable, in receivables or costs and estimated earnings in excess of billings. To the extent new facts become known or the final recoveries or payments vary from the estimate, the impact of the change will be reflected in the financial statements at that time.

### (13)Share-Based Compensation

As of June 30, 2026, there were 3,499,122 shares of common stock available for grant under the Tutor Perini Corporation Omnibus Incentive Plan (the “Plan”). During the six months ended June 30, 2026 and 2025, the Company granted (1) service-based RSUs totaling 249,776 and 408,111, respectively, with weighted-average grant date fair values per unit of $76.99 and $36.50, respectively; (2) cash-settled restricted stock units (“CRSUs”) with service-based vesting conditions and payouts indexed to shares of the Company’s common stock totaling 58,510 and 381,410, respectively, with weighted-average grant date fair values per unit of $69.83 and $27.59, respectively; (3) performance-based RSUs totaling 102,760 and 151,623 with weighted-average grant date fair values per unit of $125.44 and $47.76, respectively; and (4) shares of unrestricted stock issued to its directors as part of their annual retainer totaling 21,649 and 40,710, respectively, with weighted-average grant date fair values per unit of $76.99 and $36.35, respectively. The number of performance-based RSUs granted is shown at target-level performance.

As of June 30, 2026 and December 31, 2025, the Company recognized liabilities for cash-settled performance stock units and CRSUs on the Condensed Consolidated Balance Sheets totaling approximately $105.8 million and $85.2 million, respectively. During the six months ended June 30, 2026 and 2025, the Company paid approximately $31.0 million and $11.6 million, respectively, to settle certain awards.

For the three and six months ended June 30, 2026, the Company recognized, as part of general and administrative expenses, costs for share-based payment arrangements totaling $27.9 million and $57.9 million, respectively, and $55.4 million and $62.0 million for the three and six months ended June 30, 2025, respectively. As of June 30, 2026, the balance of unamortized share-based compensation expense was $83.4 million, which is expected to be recognized over a weighted-average period of 1.7 years.

### (14)Employee Retirement Plans

#### Pension Plans

The Company has a defined benefit pension plan and an unfunded supplemental retirement plan. Effective June 1, 2004, all benefit accruals under these plans were frozen; however, the current vested benefit was preserved. The pension disclosure presented below includes aggregated amounts for both of the Company’s plans. In November 2025, the Company’s Board of Directors voted to terminate the Company’s pension plan with an effective date of March 31, 2026. The Company expects that all obligations under the plan will be satisfied by the end of 2026.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

The following table sets forth a summary of the net periodic benefit cost for the three and six months ended June 30, 2026 and 2025:

| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Interest cost | $940 | $933 | $1,880 | $1,866 |
| Service cost | 171 | 170 | 342 | 340 |
| Expected return on plan assets | (899) | (903) | (1,797) | (1,805) |
| Recognized net actuarial losses | 437 | 414 | 874 | 828 |
| Net periodic benefit cost | $649 | $614 | $1,299 | $1,229 |

The Company contributed $0.9 million and $1.3 million, respectively, to its defined benefit pension plan during the six months ended June 30, 2026 and 2025, and does not expect to contribute any additional amounts in cash by the end of 2026, excluding any payments required to settle obligations under the plan.

#### Nonqualified Deferred Compensation Plan

On May 20, 2026, the Company’s Board of Directors approved the Tutor Perini Corporation Nonqualified Deferred Compensation Plan (the “NQDC Plan”). The NQDC Plan is intended to be an unfunded arrangement for eligible employees who are part of a select group of management or highly compensated employees of the Company and its subsidiaries and is intended to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended.

Under the NQDC Plan, eligible employees designated by the Company may defer receipt of their cash compensation, including a percentage of their salaries, annual and long-term incentive bonuses, cash-settled restricted stock units and cash-settled performance stock units.

Elective deferrals of cash compensation, which begin in July 2026, are credited to a bookkeeping account established in the name of the participant. A participant is always 100% vested in their elective cash deferrals and any earnings thereon. The Company may make discretionary contributions to the NQDC Plan for selected participants and may subject such contributions to a vesting schedule. Participants elect to receive distributions of deferred balances based on predetermined payout schedules.

Participant accounts will be credited with an investment return determined as if each account were invested in various investment alternatives made available by the NQDC Plan administrator and elected by the participant. The Company may set aside assets to fund its obligations under the NQDC Plan in a limited (“rabbi”) trust, subject to the claims of the Company’s creditors in the event of the Company’s bankruptcy or insolvency. As of June 30, 2026 and December 31, 2025, the Company had no liabilities or assets related to the NQDC Plan.

### (15)Fair Value Measurements

The fair value hierarchy established by ASC 820, Fair Value Measurement, prioritizes the use of inputs used in valuation techniques into the following three levels:

- Level 1 inputs are observable quoted prices in active markets for identical assets or liabilities
- Level 2 inputs are observable, either directly or indirectly, but are not Level 1 inputs
- Level 3 inputs are unobservable

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

The following fair value hierarchy table presents the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2026 and December 31, 2025:

| (in thousands) | As of June 30, 2026 / Fair Value Hierarchy / Level 1 | As of June 30, 2026 / Fair Value Hierarchy / Level 2 | As of June 30, 2026 / Fair Value Hierarchy / Level 3 | As of June 30, 2026 / Total | As of December 31, 2025 / Fair Value Hierarchy / Level 1 | As of December 31, 2025 / Fair Value Hierarchy / Level 2 | As of December 31, 2025 / Fair Value Hierarchy / Level 3 | As of December 31, 2025 / Total |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Cash and cash equivalents(a) | $938,215 | — | — | $938,215 | $734,553 | — | — | $734,553 |
| Restricted cash(a) | 6,939 | — | — | 6,939 | 35,641 | — | — | 35,641 |
| Restricted investments(b) | — | 270,884 | — | 270,884 | — | 228,959 | — | 228,959 |
| Investments in lieu of retention(c) | 38,152 | 195,810 | — | 233,962 | 27,849 | 159,142 | — | 186,991 |
| Total | $983,306 | $466,694 | — | $1,450,000 | $798,043 | $388,101 | — | $1,186,144 |

(a)Includes money market funds and short-term investments with maturity dates of three months or less when acquired.

(b)Restricted investments, as of June 30, 2026 and December 31, 2025, consist of available-for-sale (“AFS”) debt securities, which are valued based on pricing models determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets; therefore, they are classified as Level 2 assets.

(c)Investments in lieu of retention are included in retention receivable as of June 30, 2026 and December 31, 2025, and are composed of cash and cash equivalents of $38.2 million and $27.8 million, respectively, and AFS debt securities of $195.8 million and $159.1 million, respectively. The fair values of cash equivalents are measured using quoted market prices; therefore, they are classified as Level 1 assets. The fair values of AFS debt securities are determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets; therefore, they are classified as Level 2 assets.

Investments in AFS debt securities consisted of the following as of June 30, 2026 and December 31, 2025:

| (in thousands) | As of June 30, 2026 / Amortized Cost | As of June 30, 2026 / Unrealized Gains | As of June 30, 2026 / Unrealized Losses | As of June 30, 2026 / Fair Value | As of December 31, 2025 / Amortized Cost | As of December 31, 2025 / Unrealized Gains | As of December 31, 2025 / Unrealized Losses | As of December 31, 2025 / Fair Value |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Restricted investments: |  |  |  |  |  |  |  |  |
| Corporate debt securities | $220,835 | $532 | $(1,449) | $219,918 | $205,584 | $1,900 | $(472) | $207,012 |
| U.S. government agency securities | 33,490 | 2 | (663) | 32,829 | 12,300 | 11 | (329) | 11,982 |
| Municipal bonds | 18,745 | 3 | (794) | 17,954 | 10,282 | 32 | (534) | 9,780 |
| Corporate certificates of deposit | 196 | — | (13) | 183 | 198 | — | (13) | 185 |
| Total restricted investments | 273,266 | 537 | (2,919) | 270,884 | 228,364 | 1,943 | (1,348) | 228,959 |
| Investments in lieu of retention: |  |  |  |  |  |  |  |  |
| Corporate debt securities | 168,592 | 179 | (302) | 168,469 | 140,749 | 844 | (38) | 141,555 |
| U.S. government agency securities | 4,337 | — | (32) | 4,305 | 4,337 | — | (43) | 4,294 |
| Municipal bonds | 23,443 | 195 | (602) | 23,036 | 13,349 | 218 | (274) | 13,293 |
| Total investments in lieu of retention | 196,372 | 374 | (936) | 195,810 | 158,435 | 1,062 | (355) | 159,142 |
| Total AFS debt securities | $469,638 | $911 | $(3,855) | $466,694 | $386,799 | $3,005 | $(1,703) | $388,101 |

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

The following table summarizes the fair value and gross unrealized losses aggregated by category and the length of time that individual AFS debt securities have been in a continuous unrealized loss position as of June 30, 2026 and December 31, 2025:

_As of June 30, 2026_

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Less than 12 Months |  |  |  | 12 Months or Greater |  |  |  | Total |  |  |  |
| (in thousands) | Fair Value |  | Unrealized Losses |  | Fair Value |  | Unrealized Losses |  | Fair Value |  | Unrealized Losses |  |
| Restricted investments: |  |  |  |  |  |  |  |  |  |  |  |  |
| Corporate debt securities | $ | $132,735 | $ | $(1,383) | $ | $10,083 | $ | $(66) | $ | $142,818 | $ | $(1,449) |
| U.S. government agency securities | 25,257 |  | (322) |  | 3,626 |  | (341) |  | 28,883 |  | (663) |  |
| Municipal bonds | 12,377 |  | (228) |  | 4,968 |  | (566) |  | 17,345 |  | (794) |  |
| Corporate certificates of deposit | — |  | — |  | 183 |  | (13) |  | 183 |  | (13) |  |
| Total restricted investments | 170,369 |  | (1,933) |  | 18,860 |  | (986) |  | 189,229 |  | (2,919) |  |
| Investments in lieu of retention: |  |  |  |  |  |  |  |  |  |  |  |  |
| Corporate debt securities | 107,130 |  | (302) |  | — |  | — |  | 107,130 |  | (302) |  |
| U.S. government agency securities | 4,306 |  | (32) |  | — |  | — |  | 4,306 |  | (32) |  |
| Municipal bonds | 15,173 |  | (371) |  | 6,061 |  | (231) |  | 21,234 |  | (602) |  |
| Total investments in lieu of retention | 126,609 |  | (705) |  | 6,061 |  | (231) |  | 132,670 |  | (936) |  |
| Total AFS debt securities | $ | $296,978 | $ | $(2,638) | $ | $24,921 | $ | $(1,217) | $ | $321,899 | $ | $(3,855) |

_As of December 31, 2025_

|  |  |  |  |  |  |  |  |  |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Less than 12 Months |  |  |  | 12 Months or Greater |  |  |  | Total |  |  |  |
| (in thousands) | Fair Value |  | Unrealized Losses |  | Fair Value |  | Unrealized Losses |  | Fair Value |  | Unrealized Losses |  |
| Restricted investments: |  |  |  |  |  |  |  |  |  |  |  |  |
| Corporate debt securities | $ | $57,673 | $ | $(221) | $ | $20,907 | $ | $(251) | $ | $78,580 | $ | $(472) |
| U.S. government agency securities | 3,056 |  | (31) |  | 3,550 |  | (298) |  | 6,606 |  | (329) |  |
| Municipal bonds | 2,171 |  | (7) |  | 4,894 |  | (527) |  | 7,065 |  | (534) |  |
| Corporate certificates of deposit | — |  | — |  | 185 |  | (13) |  | 185 |  | (13) |  |
| Total restricted investments | 62,900 |  | (259) |  | 29,536 |  | (1,089) |  | 92,436 |  | (1,348) |  |
| Investments in lieu of retention: |  |  |  |  |  |  |  |  |  |  |  |  |
| Corporate debt securities | 4,796 |  | (37) |  | 2,982 |  | (1) |  | 7,778 |  | (38) |  |
| U.S. government agency securities | 4,294 |  | (43) |  | — |  | — |  | 4,294 |  | (43) |  |
| Municipal bonds | 11,855 |  | (274) |  | — |  | — |  | 11,855 |  | (274) |  |
| Total investments in lieu of retention | 20,945 |  | (354) |  | 2,982 |  | (1) |  | 23,927 |  | (355) |  |
| Total AFS debt securities | $ | $83,845 | $ | $(613) | $ | $32,518 | $ | $(1,090) | $ | $116,363 | $ | $(1,703) |

The unrealized losses in AFS debt securities as of June 30, 2026 and December 31, 2025 are primarily attributable to market interest rate increases and not a deterioration in credit quality of the issuers. Management evaluated the unrealized losses in AFS debt securities considering factors including credit ratings and other relevant information, which may indicate that contractual cash flows are not expected to occur. Based on the analysis, management determined that credit losses did not exist for AFS debt securities in an unrealized loss position as of June 30, 2026 and December 31, 2025.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

It is not considered likely that the Company will be required to sell the investments before full recovery of the amortized cost basis of the AFS debt securities, which may be at maturity. As a result, consistent with the same period in 2025, the Company has not recognized any impairment losses in earnings during the six months ended June 30, 2026.

The amortized cost and fair value of AFS debt securities by contractual maturity as of June 30, 2026 are summarized in the table below. Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations.

| (in thousands) | Amortized Cost | Fair Value |
| --- | --- | --- |
| Due within one year | $136,504 | $136,398 |
| Due after one year through five years | 298,842 | 296,952 |
| Due after five years | 34,292 | 33,344 |
| Total | $469,638 | $466,694 |

The carrying values of receivables, payables and other amounts arising out of normal contract activities, including retention, which may be settled beyond one year, are estimated to approximate fair value. Of the Company’s long-term debt, the fair value of the 2024 Senior Notes was $435.8 million and $444.2 million as of June 30, 2026 and December 31, 2025, respectively. The fair values of the 2024 Senior Notes were determined using Level 1 inputs, specifically current observable market prices. The reported value of the Company’s remaining borrowings approximates fair value as of June 30, 2026 and December 31, 2025.

### (16)Variable Interest Entities (VIEs)

The Company may form joint ventures or partnerships with third parties for the execution of projects. In accordance with ASC 810, Consolidation (“ASC 810”), the Company assesses its partnerships and joint ventures at inception to determine if any meet the qualifications of a VIE. The Company considers a joint venture a VIE if either (a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support, (b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity), or (c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. Upon the occurrence of certain events outlined in ASC 810, the Company reassesses its initial determination of whether a joint venture is a VIE.

ASC 810 also requires the Company to determine whether it is the primary beneficiary of the VIE. The Company concludes that it is the primary beneficiary and consolidates the VIE if the Company has both (a) the power to direct the economically significant activities of the VIE and (b) the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE. The Company considers the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining if the Company is the primary beneficiary. The Company also considers all parties that have direct or implicit variable interests when determining whether it is the primary beneficiary. In accordance with ASC 810, management’s assessment of whether the Company is the primary beneficiary of a VIE is performed continuously.

As of June 30, 2026, the Company had unconsolidated VIE-related current assets and noncurrent assets of $53.9 million and $6.0 million, respectively, as well as current liabilities of $76.3 million included in the Company’s Condensed Consolidated Balance Sheets. As of December 31, 2025, the Company had unconsolidated VIE-related current assets and noncurrent assets of $58.5 million and $6.3 million, respectively, as well as current liabilities of $70.2 million included in the Company’s Condensed Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its investments in unconsolidated VIEs is typically limited to the aggregate of the carrying value of the investment and future funding commitments. There were no future funding requirements for the unconsolidated VIEs as of June 30, 2026.

As of June 30, 2026, the Company’s Condensed Consolidated Balance Sheets included current assets and noncurrent assets of $1.1 billion and $41.0 million, respectively, as well as current liabilities and noncurrent liabilities of $671.2 million and $12.2 million, respectively, related to the operations of its consolidated VIEs. As of December 31, 2025, the Company’s Condensed Consolidated Balance Sheets included current assets and noncurrent assets of $932.1 million and $36.4 million,

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

respectively, as well as current liabilities and noncurrent liabilities of $669.0 million and $10.6 million, respectively, related to the operations of its consolidated VIEs.

Below is a discussion of some of the Company’s more significant or unique VIEs.

The Company established a joint venture to construct the Purple Line Extension Section 2 (Tunnels and Stations) and Section 3 (Stations) mass-transit projects in Los Angeles, California with an original combined value of approximately $2.8 billion. The Company has a 75% interest in the joint venture with the remaining 25% held by O&G Industries, Inc (“O&G”). The joint venture was initially financed with contributions from the partners and, per the terms of the joint venture agreement, the partners may be required to provide additional capital contributions in the future. The Company has determined that this joint venture is a VIE for which the Company is the primary beneficiary.

The Company established a joint venture with O&G to construct the Manhattan Jail project, a $3.76 billion design-build construction project in New York. The Company has a 75% interest in the joint venture with the remaining 25% held by O&G. The joint venture was initially financed with contributions from the partners and, per the terms of the joint venture agreement, the partners may be required to provide additional capital contributions in the future. The Company has determined that this joint venture is a VIE for which the Company is the primary beneficiary.

### (17)Changes in Equity

A reconciliation of the changes in equity for the three and six months ended June 30, 2026 and 2025 is provided below:

_Three Months Ended June 30, 2026_

| (in thousands) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity |
| --- | --- | --- | --- | --- | --- | --- |
| Balance - March 31, 2026 | $52,615 | $1,137,499 | $55,008 | $(31,023) | $50,912 | $1,265,011 |
| Net income | — | — | 65,742 | — | 18,326 | 84,068 |
| Other comprehensive loss | — | — | — | (1,110) | (369) | (1,479) |
| Share-based compensation | — | 4,976 | — | — | — | 4,976 |
| Issuance of common stock, net | 91 | (4,227) | — | — | — | (4,136) |
| Dividends | — | — | (3,329) | — | — | (3,329) |
| Repurchase of common stock | (137) | (2,971) | (6,924) | — | — | (10,032) |
| Balance - June 30, 2026 | $52,569 | $1,135,277 | $110,497 | $(32,133) | $68,869 | $1,335,079 |

_Six Months Ended June 30, 2026_

| (in thousands) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity |
| --- | --- | --- | --- | --- | --- | --- |
| Balance - December 31, 2025 | $52,791 | $1,148,634 | $46,443 | $(29,234) | $44,028 | $1,262,662 |
| Net income | — | — | 91,438 | — | 32,158 | 123,596 |
| Other comprehensive loss | — | — | — | (2,899) | (811) | (3,710) |
| Share-based compensation | — | 7,108 | — | — | — | 7,108 |
| Issuance of common stock, net | 193 | (11,446) | — | — | — | (11,253) |
| Dividends | — | — | (6,659) | — | — | (6,659) |
| Repurchase of common stock | (415) | (9,019) | (20,725) | — | — | (30,159) |
| Contributions from noncontrolling interests | — | — | — | — | 4,994 | 4,994 |
| Distributions to noncontrolling interests | — | — | — | — | (11,500) | (11,500) |
| Balance - June 30, 2026 | $52,569 | $1,135,277 | $110,497 | $(32,133) | $68,869 | $1,335,079 |

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

_Three Months Ended June 30, 2025_

| (in thousands) | Common Stock | Additional Paid-in Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity |
| --- | --- | --- | --- | --- | --- | --- |
| Balance - March 31, 2025 | $52,703 | $1,142,299 | $(2,577) | $(32,190) | $27,362 | $1,187,597 |
| Net income | — | — | 19,974 | — | 27,112 | 47,086 |
| Other comprehensive income | — | — | — | 1,946 | 1,316 | 3,262 |
| Share-based compensation | — | 2,984 | — | — | — | 2,984 |
| Issuance of common stock, net | 40 | — | — | — | — | 40 |
| Contributions from noncontrolling interests | — | — | — | — | 7,500 | 7,500 |
| Distributions to noncontrolling interests | — | — | — | — | (8,650) | (8,650) |
| Balance - June 30, 2025 | $52,743 | $1,145,283 | $17,397 | $(30,244) | $54,640 | $1,239,819 |

_Six Months Ended June 30, 2025_

| (in thousands) | Common Stock | Additional Paid-in Capital | Retained Earnings (Deficit) | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity |
| --- | --- | --- | --- | --- | --- | --- |
| Balance - December 31, 2024 | $52,486 | $1,146,800 | $(30,575) | $(33,988) | $23,883 | $1,158,606 |
| Net income | — | — | 47,972 | — | 41,863 | 89,835 |
| Other comprehensive income | — | — | — | 3,744 | 1,794 | 5,538 |
| Share-based compensation | — | 3,851 | — | — | — | 3,851 |
| Issuance of common stock, net | 257 | (5,368) | — | — | — | (5,111) |
| Contributions from noncontrolling interests | — | — | — | — | 7,500 | 7,500 |
| Distributions to noncontrolling interests | — | — | — | — | (20,400) | (20,400) |
| Balance - June 30, 2025 | $52,743 | $1,145,283 | $17,397 | $(30,244) | $54,640 | $1,239,819 |

#### Dividends

Total dividends declared in the three and six months ended June 30, 2026 amounted to $3.3 million ($0.06 per share) and $6.7 million ($0.12 per share), respectively, including $0.2 million and $0.3 million, respectively of accrued dividend equivalent rights relating to unvested share-based awards that are payable when the awards vest.

#### Share Repurchases

In November 2025, the Company’s Board of Directors authorized a $200 million share repurchase program. During the three and six months ended June 30, 2026, the Company repurchased 137,374 and 414,952 shares of its common stock on the open market for $10 million and $30 million at an average price of $72.78 and $72.28 per share, respectively, under the repurchase program. As of June 30, 2026, the Company also accrued $0.2 million for applicable excise tax on share repurchases in excess of issuances. As of June 30, 2026, $170 million of the authorization was available for repurchases.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

### (18)Other Comprehensive Income (Loss)

ASC 220, Comprehensive Income, establishes standards for reporting comprehensive income and its components in the consolidated financial statements. The Company reports the change in pension benefit plan assets/liabilities, cumulative foreign currency translation and the unrealized gain (loss) of investments as components of accumulated other comprehensive income (loss) (“AOCI”).

The components of other comprehensive income (loss) and the related tax effects for the three and six months ended June 30, 2026 and 2025 were as follows:

| (in thousands) | Three Months Ended June 30, 2026 / Before-Tax Amount | Three Months Ended June 30, 2026 / Tax (Expense) Benefit | Three Months Ended June 30, 2026 / Net-of-Tax Amount | Three Months Ended June 30, 2025 / Before-Tax Amount | Three Months Ended June 30, 2025 / Tax Expense | Three Months Ended June 30, 2025 / Net-of-Tax Amount |
| --- | --- | --- | --- | --- | --- | --- |
| Other comprehensive income (loss): |  |  |  |  |  |  |
| Defined benefit pension plan adjustments | $435 | $(120) | $315 | $395 | $(106) | $289 |
| Foreign currency translation adjustments | (546) | 63 | (483) | 2,477 | (333) | 2,144 |
| Unrealized gain (loss) in fair value of investments | (1,679) | 368 | (1,311) | 1,033 | (204) | 829 |
| Total other comprehensive income (loss) | (1,790) | 311 | (1,479) | 3,905 | (643) | 3,262 |
| Less: Other comprehensive income (loss) attributable to noncontrolling interests | (369) | — | (369) | 1,316 | — | 1,316 |
| Total other comprehensive income (loss) attributable to Tutor Perini Corporation | $(1,421) | $311 | $(1,110) | $2,589 | $(643) | $1,946 |

| (in thousands) | Six Months Ended June 30, 2026 / Before-Tax Amount | Six Months Ended June 30, 2026 / Tax (Expense) Benefit | Six Months Ended June 30, 2026 / Net-of-Tax Amount | Six Months Ended June 30, 2025 / Before-Tax Amount | Six Months Ended June 30, 2025 / Tax Expense | Six Months Ended June 30, 2025 / Net-of-Tax Amount |
| --- | --- | --- | --- | --- | --- | --- |
| Other comprehensive income (loss): |  |  |  |  |  |  |
| Defined benefit pension plan adjustments | $866 | $(238) | $628 | $808 | $(217) | $591 |
| Foreign currency translation adjustments | (1,123) | 144 | (979) | 3,264 | (451) | 2,813 |
| Unrealized gain (loss) in fair value of investments | (4,246) | 887 | (3,359) | 2,677 | (543) | 2,134 |
| Total other comprehensive income (loss) | (4,503) | 793 | (3,710) | 6,749 | (1,211) | 5,538 |
| Less: Other comprehensive income (loss) attributable to noncontrolling interests | (811) | — | (811) | 1,794 | — | 1,794 |
| Total other comprehensive income (loss) attributable to Tutor Perini Corporation | $(3,692) | $793 | $(2,899) | $4,955 | $(1,211) | $3,744 |

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

The changes in AOCI balances by component (after tax) attributable to Tutor Perini Corporation and attributable to noncontrolling interests during the three and six months ended June 30, 2026 and 2025 were as follows:

_Three Months Ended June 30, 2026_

| (in thousands) | Defined Benefit Pension Plan | Foreign Currency Translation | Unrealized Gain (Loss) in Fair Value of Investments, Net | Accumulated Other Comprehensive Income (Loss) |
| --- | --- | --- | --- | --- |
| Attributable to Tutor Perini Corporation: |  |  |  |  |
| Balance as of March 31, 2026 | $(21,750) | $(8,150) | $(1,123) | $(31,023) |
| Other comprehensive loss before reclassifications | — | (164) | (1,237) | (1,401) |
| Amounts reclassified from AOCI | 315 | — | (24) | 291 |
| Total other comprehensive income (loss) | 315 | (164) | (1,261) | (1,110) |
| Balance as of June 30, 2026 | $(21,435) | $(8,314) | $(2,384) | $(32,133) |
| Attributable to Noncontrolling Interests: |  |  |  |  |
| Balance as of March 31, 2026 | — | $(1,427) | $42 | $(1,385) |
| Other comprehensive loss | — | (319) | (50) | (369) |
| Balance as of June 30, 2026 | — | $(1,746) | $(8) | $(1,754) |

_Six Months Ended June 30, 2026_

| (in thousands) | Defined Benefit Pension Plan | Foreign Currency Translation | Unrealized Gain (Loss) in Fair Value of Investments, Net | Accumulated Other Comprehensive Income (Loss) |
| --- | --- | --- | --- | --- |
| Attributable to Tutor Perini Corporation: |  |  |  |  |
| Balance as of December 31, 2025 | $(22,063) | $(7,930) | $759 | $(29,234) |
| Other comprehensive loss before reclassifications | — | (384) | (3,106) | (3,490) |
| Amounts reclassified from AOCI | 628 | — | (37) | 591 |
| Total other comprehensive income (loss) | 628 | (384) | (3,143) | (2,899) |
| Balance as of June 30, 2026 | $(21,435) | $(8,314) | $(2,384) | $(32,133) |
| Attributable to Noncontrolling Interests: |  |  |  |  |
| Balance as of December 31, 2025 | — | $(1,151) | $208 | $(943) |
| Other comprehensive loss | — | (595) | (216) | (811) |
| Balance as of June 30, 2026 | — | $(1,746) | $(8) | $(1,754) |

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

_Three Months Ended June 30, 2025_

| (in thousands) | Defined Benefit Pension Plan | Foreign Currency Translation | Unrealized Gain (Loss) in Fair Value of Investments, Net | Accumulated Other Comprehensive Income (Loss) |
| --- | --- | --- | --- | --- |
| Attributable to Tutor Perini Corporation: |  |  |  |  |
| Balance as of March 31, 2025 | $(23,270) | $(8,344) | $(576) | $(32,190) |
| Other comprehensive income before reclassifications | — | 914 | 743 | 1,657 |
| Amounts reclassified from AOCI | 289 | — | — | 289 |
| Total other comprehensive income | 289 | 914 | 743 | 1,946 |
| Balance as of June 30, 2025 | $(22,981) | $(7,430) | $167 | $(30,244) |
| Attributable to Noncontrolling Interests: |  |  |  |  |
| Balance as of March 31, 2025 | — | $(2,067) | $62 | $(2,005) |
| Other comprehensive income | — | 1,230 | 86 | 1,316 |
| Balance as of June 30, 2025 | — | $(837) | $148 | $(689) |

_Six Months Ended June 30, 2025_

| (in thousands) | Defined Benefit Pension Plan | Foreign Currency Translation | Unrealized Gain (Loss) in Fair Value of Investments, Net | Accumulated Other Comprehensive Income (Loss) |
| --- | --- | --- | --- | --- |
| Attributable to Tutor Perini Corporation: |  |  |  |  |
| Balance as of December 31, 2024 | $(23,572) | $(8,657) | $(1,759) | $(33,988) |
| Other comprehensive income before reclassifications | — | 1,227 | 1,944 | 3,171 |
| Amounts reclassified from AOCI | 591 | — | (18) | 573 |
| Total other comprehensive income | 591 | 1,227 | 1,926 | 3,744 |
| Balance as of June 30, 2025 | $(22,981) | $(7,430) | $167 | $(30,244) |
| Attributable to Noncontrolling Interests: |  |  |  |  |
| Balance as of December 31, 2024 | — | $(2,423) | $(60) | $(2,483) |
| Other comprehensive income | — | 1,586 | 208 | 1,794 |
| Balance as of June 30, 2025 | — | $(837) | $148 | $(689) |

The significant items reclassified out of AOCI and the corresponding location and impact on the Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2026 and 2025 were as follows:

| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Component of AOCI: |  |  |  |  |
| Defined benefit pension plan adjustments(a) | $435 | $395 | $866 | $808 |
| Income tax benefit(b) | (120) | (106) | (238) | (217) |
| Net of tax | $315 | $289 | $628 | $591 |
| Unrealized gain in fair value of investment adjustments(a) | $(30) | — | $(47) | $(23) |
| Income tax expense(b) | 6 | — | 10 | 5 |
| Net of tax | $(24) | — | $(37) | $(18) |

(a)Amounts included in other income, net on the Condensed Consolidated Statements of Operations.

(b)Amounts included in income tax expense on the Condensed Consolidated Statements of Operations.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

### (19)Business Segments

The Company offers general contracting, pre-construction planning and comprehensive project management services, including planning and scheduling of manpower, equipment, materials and subcontractors required for the timely completion of a project in accordance with the terms and specifications contained in a construction contract. The Company also offers self-performed construction services: site work, concrete forming and placement, steel erection, electrical, mechanical, plumbing, and HVAC (heating, ventilation and air conditioning). As described below, the Company’s business is conducted through three segments: Civil, Building and Specialty Contractors. These segments are determined based on how management aggregates its business units for making operating decisions and assessing performance, which takes into account certain qualitative and quantitative factors. The Company’s Chief Executive Officer and President, who is the Company’s chief operating decision maker (“CODM”), reviews information for each segment to evaluate performance and allocate resources. The CODM evaluates segment performance by comparing each segment’s historical, actual and forecasted revenue and operating income on a regular basis.

The Civil segment specializes in public works construction and the replacement and reconstruction of infrastructure. The contracting services provided by the Civil segment include construction and rehabilitation of highways, bridges, tunnels, mass-transit systems, military facilities, and water management and wastewater treatment facilities.

The Building segment has significant experience providing services for private and public works customers in a number of specialized building markets, including: hospitality and gaming, transportation, healthcare, commercial offices, government facilities, sports and entertainment, education, correctional and detention facilities, biotech, pharmaceutical, industrial and technology.

The Specialty Contractors segment specializes in electrical, mechanical, plumbing, HVAC and fire protection systems for a full range of civil and building construction projects in the industrial, commercial, hospitality and gaming, and mass-transit end markets. This segment is strategically important to the Company because various business units within the segment participate in many of the Company’s larger Civil and Building segment projects. In addition, the segment provides unique strengths and capabilities that allow the Company to position itself as a full-service contractor in key geographic markets with greater control over scheduled work, project delivery, and cost and risk management.

To the extent that a contract is co-managed and co-executed among segments, the Company allocates the share of revenues and costs of the contract to each segment to reflect the shared responsibilities in the management and execution of the project.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

The following tables set forth certain reportable segment information relating to the Company’s operations for the three and six months ended June 30, 2026 and 2025:

| (in thousands) / Three Months Ended June 30, 2026 | Reportable Segments / Civil / Three Months Ended June 30, 2026 | Reportable Segments / Building | Reportable Segments / Specialty Contractors | Reportable Segments / Total | Corporate | Consolidated Total |
| --- | --- | --- | --- | --- | --- | --- |
| Total revenue | $880,946 | $606,788 | $261,327 | $1,749,061 | — | $1,749,061 |
| Elimination of intersegment revenue | (64,792) | (47,222) | — | (112,014) | — | (112,014) |
| Revenue from external customers | $816,154 | $559,566 | $261,327 | $1,637,047 | — | $1,637,047 |
| Reconciliation of revenue to income (loss) from construction operations |  |  |  |  |  |  |
| Less: |  |  |  |  |  |  |
| Cost of operations | $667,566 | $514,878 | $241,255 | $1,423,699 | $2,070 | $1,425,769 |
| General and administrative expenses(a) | 24,060 | 13,410 | 14,351 | 51,821 | 41,722 | 93,543 |
| Income (loss) from construction operations | $124,528 | $31,278 | $5,721 | $161,527 | $(43,792) | $117,735 |
| Capital expenditures | $21,683 | $98 | $1,609 | $23,390 | $10,288 | $33,678 |
| Depreciation and amortization(b) | $8,693 | $533 | $673 | $9,899 | $317 | $10,216 |
| Three Months Ended June 30, 2025 |  |  |  |  |  |  |
| Total revenue | $784,615 | $486,035 | $177,412 | $1,448,062 | — | $1,448,062 |
| Elimination of intersegment revenue | (50,428) | (23,953) | — | (74,381) | — | (74,381) |
| Revenue from external customers | $734,187 | $462,082 | $177,412 | $1,373,681 | — | $1,373,681 |
| Reconciliation of revenue to income (loss) from construction operations |  |  |  |  |  |  |
| Less: |  |  |  |  |  |  |
| Cost of operations | $570,117 | $426,592 | $180,942 | $1,177,651 | $35 | $1,177,686 |
| General and administrative expenses(a) | 23,955 | 13,040 | 14,486 | 51,481 | 68,084 | 119,565 |
| Income (loss) from construction operations | $140,115 | $22,450 | $(18,016) | $144,549 | $(68,119) | $76,430 |
| Capital expenditures | $24,558 | $522 | $1,260 | $26,340 | $496 | $26,836 |
| Depreciation and amortization(b) | $11,078 | $543 | $671 | $12,292 | $609 | $12,901 |

(a)General and administrative expenses for the three months ended June 30, 2026 and 2025 included share-based compensation expense of $27.9 million ($27.3 million after tax, or $0.51 per diluted share) and $55.4 million ($55.1 million after tax, or $1.04 per diluted share), respectively.

(b)Depreciation and amortization is included in income (loss) from construction operations.

(c)During the three months ended June 30, 2025, the Company’s income (loss) from construction operations was impacted by favorable adjustments totaling $28.0 million ($20.3 million after tax, or $0.38 per diluted share) due to the settlement of certain change orders, as well as changes in estimates due to improved performance on a Civil segment mass-transit project in the Midwest.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

| (in thousands) / Six Months Ended June 30, 2026 | Reportable Segments / Civil / Six Months Ended June 30, 2026 | Reportable Segments / Building | Reportable Segments / Specialty Contractors | Reportable Segments / Total | Corporate | Consolidated Total |
| --- | --- | --- | --- | --- | --- | --- |
| Total revenue | $1,625,762 | $1,104,925 | $480,058 | $3,210,745 | — | $3,210,745 |
| Elimination of intersegment revenue | (111,881) | (72,359) | — | (184,240) | — | (184,240) |
| Revenue from external customers | $1,513,881 | $1,032,566 | $480,058 | $3,026,505 | — | $3,026,505 |
| Reconciliation of revenue to income (loss) from construction operations |  |  |  |  |  |  |
| Less: |  |  |  |  |  |  |
| Cost of operations | $1,256,220 | $957,909 | $444,395 | $2,658,524 | $2,070 | $2,660,594 |
| General and administrative expenses(a) | 45,404 | 27,035 | 29,375 | 101,814 | 87,180 | 188,994 |
| Income (loss) from construction operations | $212,257 | $47,622 | $6,288 | $266,167 | $(89,250) | $176,917 |
| Capital expenditures | $37,144 | $471 | $2,759 | $40,374 | $11,298 | $51,672 |
| Depreciation and amortization(c) | $18,726 | $1,052 | $1,275 | $21,053 | $634 | $21,687 |
| Six Months Ended June 30, 2025 |  |  |  |  |  |  |
| Total revenue | $1,429,618 | $974,359 | $354,220 | $2,758,197 | — | $2,758,197 |
| Elimination of intersegment revenue | (85,390) | (52,493) | — | (137,883) | — | (137,883) |
| Revenue from external customers | $1,344,228 | $921,866 | $354,220 | $2,620,314 | — | $2,620,314 |
| Reconciliation of revenue to income (loss) from construction operations |  |  |  |  |  |  |
| Less: |  |  |  |  |  |  |
| Cost of operations | $1,078,890 | $862,880 | $348,113 | $2,289,883 | $35 | $2,289,918 |
| General and administrative expenses(a) | 45,623 | 26,077 | 31,234 | 102,934 | 85,707 | 188,641 |
| Income (loss) from construction operations | $219,715 | $32,909 | $(25,127) | $227,497 | $(85,742) | $141,755 |
| Capital expenditures | $51,408 | $1,538 | $2,100 | $55,046 | $1,894 | $56,940 |
| Depreciation and amortization(c) | $21,768 | $1,070 | $1,275 | $24,113 | $1,362 | $25,475 |

(a)General and administrative expenses for the six months ended June 30, 2026 and 2025 included share-based compensation expense of $57.9 million ($56.9 million after tax, or $1.06 per diluted share) and $62.0 million ($61.5 million after tax, or $1.16 per diluted share), respectively.

(b)During the six months ended June 30, 2026, the Company’s income (loss) from construction operations was impacted by an unfavorable adjustment of $16.4 million ($12.3 million attributable to the Company and $8.9 million after tax, or $0.17 per diluted share) 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, as well as other temporary impacts related to unapproved change orders.

(c)Depreciation and amortization is included in income (loss) from construction operations.

(d)During the six months ended June 30, 2025, the Company’s income (loss) from construction operations was impacted by favorable adjustments totaling $28.0 million ($20.3 million after tax, or $0.38 per diluted share) due to the settlement of certain change orders, as well as changes in estimates due to improved performance on a Civil segment mass-transit project in the Midwest.

TUTOR PERINI CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

UNAUDITED

Total assets by segment were as follows:

| (in thousands) | As of June 30,2026 | As of December 31,2025 |
| --- | --- | --- |
| Civil | $4,817,318 | $4,348,288 |
| Building | 1,419,946 | 1,354,282 |
| Specialty Contractors | 480,665 | 397,750 |
| Corporate and other(a) | (1,356,787) | (939,898) |
| Total assets | $5,361,142 | $5,160,422 |

(a)Consists principally of cash, equipment, tax-related assets and insurance-related assets, offset by the elimination of assets related to intersegment revenue.

Geographic Information

Information concerning principal geographic areas is as follows:

| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenue: |  |  |  |  |
| United States | $1,486,493 | $1,233,387 | $2,753,463 | $2,341,093 |
| Foreign and U.S. territories | 150,554 | 140,294 | 273,042 | 279,221 |
| Total revenue | $1,637,047 | $1,373,681 | $3,026,505 | $2,620,314 |

| (in thousands) | As of June 30,2026 | As of December 31,2025 |
| --- | --- | --- |
| Assets: |  |  |
| United States | $4,743,863 | $4,604,866 |
| Foreign and U.S. territories | 617,279 | 555,556 |
| Total assets | $5,361,142 | $5,160,422 |

Major Customers

Revenue from a single customer with multiple projects, impacting the Civil, Building and Specialty Contractors segments, represented 10.2% and 11.6% of the Company’s consolidated revenue for the three and six months ended June 30, 2026, respectively, and 15.3% and 15.4% of the Company’s consolidated revenue for the three and six months ended June 30, 2025, respectively. Revenue from an additional customer with multiple projects, impacting the Civil, Building and Specialty Contractors segments, represented 14.4% and 13.5% of the Company’s consolidated revenue for the three and six months ended June 30, 2026, respectively, and 10.2% of the Company’s consolidated revenue for the six months ended June 30, 2025.

#### Reconciliation of Segment Information to Consolidated Amounts

A reconciliation of segment results to the consolidated income before income taxes is as follows:

| (in thousands) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Income from construction operations | $117,735 | $76,430 | $176,917 | $141,755 |
| Other income, net | 10,833 | 6,204 | 21,559 | 10,892 |
| Interest expense | (13,720) | (13,588) | (27,117) | (27,940) |
| Income before income taxes | $114,848 | $69,046 | $171,359 | $124,707 |

#### TUTOR PERINI CORPORATION AND SUBSIDIARIES

## Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial position as of June 30, 2026 and the results of our operations for the three and six months ended June 30, 2026 should be read in conjunction with other information, including the unaudited Condensed Consolidated Financial Statements and notes included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10‑Q, the audited consolidated financial statements and accompanying notes to our Annual Report on Form 10‑K for the year ended December 31, 2025, and the information contained under the heading “Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2025 and in Part II, Item 1A below.

### Forward-Looking Statements

This Quarterly Report on Form 10‑Q, including the “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements regarding future events and our future results, which are intended to be covered by the safe harbor provision for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts are statements that could be deemed forward-looking statements. Words such as “achieve,” “anticipate,” “assumes,” “believes,” “continue,” “could,” “estimate,” “expects,” “forecast,” “hope,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “would,” variations of such words and similar expressions are intended to identify such forward-looking statements. In addition, any statement that refers to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characterizations of future events, outcomes or circumstances, or the timing of those events, outcomes or circumstances, is a forward-looking statement. Although such statements are based on currently available financial and economic data, as well as management’s estimates and expectations, forward-looking statements are inherently uncertain and involve risks and uncertainties that could cause our actual results to differ materially from what may be inferred from the forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors potentially contributing to such differences include, but are not limited to, the following:

- Revisions of estimates of contract risks, revenue or costs;
- Unfavorable outcomes of existing or future litigation or dispute resolution proceedings against us or customers (project owners, developers, general contractors, etc.), subcontractors or suppliers, as well as failure to promptly recover significant working capital invested in projects subject to such matters;
- Contract requirements to perform extra work beyond the initial project scope, which has and in the future could result in disputes or claims and adversely affect our working capital, profits and cash flows;
- Economic factors, such as inflation, tariffs, the timing of new awards, or the pace of project execution, which have resulted and may continue to result in losses or lower than anticipated profit;
- Risks and other uncertainties associated with estimates and assumptions used to prepare our financial statements;
- A significant slowdown or decline in economic conditions, such as those presented during a recession;
- Failure to meet contractual schedule requirements, which could result in higher costs and reduced profits or, in some cases, exposure to financial liability for liquidated damages and/or damages to customers, as well as damage to our reputation;
- Decreases or delays in the level of federal, state and local government spending for infrastructure and other public projects;
- Possible systems and information technology interruptions and breaches in data security and/or privacy;
- Risks related to our international operations, such as uncertainty of U.S. government funding, as well as economic, political, regulatory and other risks, including risks of loss due to acts of war, labor conditions and other unforeseeable events in countries where we do business, which could adversely affect our revenue and earnings;
- The impact of inclement weather conditions, disasters and other catastrophic events outside of our control;
- Risks related to government contracts (including government shutdowns and funding considerations) and related procurement regulations;
- Inability to attract and retain our key officers, and to adequately plan for their succession, and hire and retain personnel required to execute and perform on our contracts;
- Failure of our joint venture partners to perform their venture obligations, which could impose additional financial and performance obligations on us, resulting in reduced profits or losses and/or reputational harm;
- Client cancellations of, delays in, or reductions in scope under contracts reported in our backlog, as well as prospective project opportunities, including as a result of government-related mandates;
- Increased competition and failure to secure new contracts;
- Significant fluctuations in the market price of our common stock, which could result in substantial losses for shareholders and potentially subject us to securities litigation;
- Violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws;
- Public health crises, such as COVID-19, have adversely impacted, and could in the future adversely impact, our business, financial condition and results of operations by, among other things, delaying the timing of project bids and/or awards and the timing of dispute resolutions and associated collections;
- An inability to obtain bonding could have a negative impact on our operations and results;
- Failure to meet our obligations under our debt agreements;
- We cannot guarantee the timing, amount, or payment of dividends on our common stock or that we will repurchase our common stock pursuant to our stock repurchase program;
- Downgrades in our credit ratings;
- The exertion of influence over the Company by our executive chairman due to his position and significant ownership interests;
- Impairment of goodwill or other indefinite-lived intangible assets;
- Physical and regulatory risks related to climate change; and
- Other factors described in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this Quarterly Report on Form 10-Q, our most recent Annual Report on Form 10‑K and any subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission (“SEC”).

### Executive Overview

### Operating Results

Consolidated revenue for the three and six months ended June 30, 2026 was $1.6 billion and $3.0 billion, up 19.2% and 15.5% respectively, compared to $1.4 billion and $2.6 billion for the same periods in 2025. The Company's revenue for the second quarter of 2026 was the highest of any quarter ever, and revenue for the first six months of 2026 also set a new record for the first half of any year. The Civil segment's revenue also set records for these same periods. The Company experienced strong growth across all three segments in the second quarter and through the first six months of 2026 compared to the same periods last year, primarily driven by increased project execution activities on certain newer, larger and higher-margin projects that have significant scope of work remaining. These projects are in the early stages and are expected to ramp up substantially over the next few years.

Income from construction operations for the three months ended June 30, 2026 was a record $117.7 million, up 54.0% compared to $76.4 million for the same period in 2025, and the highest result of any quarter ever. The substantial increase was primarily driven by contributions associated with the increased project execution activities discussed above, as well as a significant decrease of $27.5 million in share-based compensation expense compared to the same period of 2025. The decrease in share-based compensation expense was primarily due to the absence of certain liability-classified awards that vested at the end of 2025.

Income from construction operations for the six months ended June 30, 2026 was a record $176.9 million, up 24.8% compared to $141.8 million for the same period in 2025. The increase was primarily driven by contributions associated with the increased project execution activities discussed above.

Income tax expense was $30.8 million and $47.8 million for the three and six months ended June 30, 2026, respectively, compared to $22.0 million and $34.9 million for the same periods in 2025. See Corporate, Tax and Other Matters below for a discussion of the change in the effective tax rate.

Diluted earnings per common share for the three and six months ended June 30, 2026 was $1.23 and $1.71, respectively, compared to $0.38 and $0.90 for the same periods in 2025. 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 the three and six months ended June 30, 2026 was $1.74 and $2.77, respectively, compared to $1.41 and $2.06 for the same periods in 2025. The strong increase in diluted earnings per common share for both periods was primarily due to the factors discussed above that resulted in the change in income from construction operations. The strong increase in adjusted diluted earnings per common share reflects the same factors discussed above, excluding the impact of share-based compensation expense. Refer to the Non-GAAP Financial Measures section below for further information and a reconciliation of the Company's financial results reported under generally accepted accounting principles in the United States (“GAAP”) to the reported adjusted results.

As discussed further in Liquidity and Capital Resources below, as of July 2, 2026, the Company completed the refinancing of its senior notes and entered into an amendment and restatement of its existing revolving credit facility, which, among other things, extended debt maturities, is expected to significantly reduce future interest expense, more than doubles the size of its available revolving credit facility and provides for meaningfully improved terms.

Consolidated new awards for the three and six months ended June 30, 2026 totaled $1.7 billion and $2.3 billion, respectively, compared to $3.1 billion and $5.0 billion for the same periods in 2025. 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. The Civil segment was the primary contributor to the new awards activity in the second quarter of 2026. The most significant new awards and contract adjustments in the second quarter of 2026 included a $652 million military facilities project in Guam; two military facility projects in Alaska collectively valued at $143 million; $130 million of additional funding for a healthcare facility project in Texas; a $114 million education facility project in Mississippi; and a $106 million bridge project in Minnesota. The Company has been successful in winning its share of major new project opportunities over the past several years due to a combination of its strategic bidding approach and favorable market dynamics, including limited competition in select markets for some of the larger projects. This environment, which is supported by strong public funding and demand, has allowed the Company to differentiate itself and deliver compelling proposals that align with the customer’s goals and expectations. The Company expects that this environment will continue for the foreseeable future.

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. As of June 30, 2026, the mix of backlog by segment was approximately 50% for Civil, 35% for Building and 15% for Specialty Contractors.

The following table presents the Company’s backlog by business segment, reflecting changes from December 31, 2025 to June 30, 2026:

| (in millions) | Backlog at December 31, 2025 | New Awards(a) | Revenue Recognized | Backlog at June 30, 2026(b) |
| --- | --- | --- | --- | --- |
| Civil | $10,153.7 | $1,194.3 | $(1,513.9) | $9,834.1 |
| Building | 7,333.4 | 702.5 | (1,032.5) | 7,003.4 |
| Specialty Contractors | 3,072.7 | 431.0 | (480.1) | 3,023.6 |
| Total | $20,559.8 | $2,327.8 | $(3,026.5) | $19,861.1 |

(a)New awards consist of the original contract price of projects added to backlog plus or minus subsequent changes to the estimated total contract price of existing contracts.

(b)Backlog may differ from the transaction prices allocated to the remaining performance obligations as disclosed in Note 3 of the Notes to Condensed Consolidated Financial Statements. Such differences relate to the timing of executing a formal contract or receiving a notice to proceed. More specifically, backlog may include awards for which a contract has not yet been executed or a notice to proceed has not yet been issued, but for which there are no remaining major uncertainties that we will proceed with our work on the project (e.g., adequate funding is in place, we have received a notice of intent to award a contract, etc.).

With respect to potential concerns regarding the U.S. government’s scrutiny of federal funding for certain projects, as well as varying tariff policies that have been and may continue to be implemented, the Company does not anticipate any significant impacts to its business related to these factors. Most of the Company’s major projects are funded at the state or local level, or with some combination of federal, state and local funding. For projects that are wholly or partially funded with federal dollars, the funding for those projects has already been committed and/or those projects are strategically important to the United States. Despite this, there have 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. The Company does not anticipate any material adverse impacts to its financial results as the result of such temporary project delays.

Specifically related to potential tariff impacts, the Company utilizes a pre-award and post-award strategy. As part of its pre-award strategy, the Company’s detailed estimating process includes consideration of anticipated cost increases over the performance period of the contract, as well as additional contingencies to address other potential incremental costs related to unforeseen risks. Prior to its bid or proposal submission, the Company also works to negotiate favorable contract provisions that provide entitlement for certain compensable events, which may include price escalation and allowances. Once the project is awarded, the Company’s strategy shifts to entering into purchase orders or “buy-outs” of materials, such as steel and concrete, as well as large pieces of equipment at the onset of projects, which mitigate the risk of future equipment and commodity price increases by passing that risk to vendors. Also at that time, the Company enters into fixed-price contracts with its key project subcontractors whereby the risk of unforeseen escalation is transferred to the subcontractors. The Company benefits from its long-term relationships with key suppliers, vendors and subcontractors, which minimize supply chain disruptions that could arise as a result of tariffs. While the Company believes this strategy appropriately mitigates the current risk of potential tariff impacts, there could be other unforeseen future developments. The Company will continue to monitor and assess its exposure to the economic environment.

The outlook for the Company’s revenue growth over the next several years remains highly favorable due to strong new award bookings of large, long-duration projects over the past several years, as well as other new awards that are expected to be booked in the future. The Company continues to have significant project bidding opportunities this year and beyond, particularly in the Indo-Pacific region, as well as in California, the Midwest, and the Northeast, and remains well positioned to continue winning its share of new projects. Overall, the Company's pipeline of potential projects over the next three to four years totals more than $200 billion, which is approximately three times larger than the pipeline from just a couple of years ago. Many of these prospects are expected to bid over the next one to two years. Furthermore, the Company has certain building projects, mostly in the healthcare, education, and hospitality and gaming sectors, that are in the preconstruction phase. These projects are expected to transition from preconstruction to construction over the next few years, and they include a large, multi-billion-dollar healthcare project in California that is anticipated to be incrementally added to backlog over the next two years. Many of the Company’s newer projects are design-build projects that have an initial six- to eighteen-month design phase during which smaller revenue and earnings are generated prior to the start of a multi-year construction phase that generates substantially larger revenue and earnings. We anticipate that we will continue to win our share of significant new project awards resulting from long-term, well-funded capital spending plans by various state, local and federal customers, as well as limited competition for many of the larger project opportunities.

Nationally, support for transportation-related ballot measures has remained high over the last decade. Since 2014, voters in 43 states approved 84 percent of nearly 3,000 state and local measures on general election ballots. The largest of these was in Los Angeles County, where in 2016 Measure M, a half-cent sales tax increase, was approved and is expected to generate $120 billion of funding over 40 years. Funding from this measure is supporting, and is expected to continue to support, several of the Company’s current and prospective projects. More recently, in the November 2024 elections, voters approved 77 percent of 370 transportation funding measures on state and local ballots throughout the country. These measures are expected to generate an estimated $41.4 billion in new and renewed funding for roads, bridges, rail and other infrastructure.

The Bipartisan Infrastructure Law was enacted into law in November 2021 and provided for $1.2 trillion of federal infrastructure funding, including $550 billion in new spending for improvements to the country’s surface-transportation network and enhancements to core infrastructure. The Bipartisan Infrastructure Law initiated the largest federal investment in public transit ever, the single largest dedicated bridge investment since the construction of the interstate highway system and the largest federal investment in passenger rail since the creation of Amtrak, all in addition to providing for regular annual spending for numerous infrastructure projects. This significant incremental funding is anticipated to be spent over the 10 years from its enactment through 2031, and much of it is allocated for investment in end markets that are directly aligned with our market focus. Accordingly, we believe that this significant funding has benefited, and will continue to favorably impact, our current work and prospective opportunities over the next several years. 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. Congress is currently engaged in the legislative process to secure future funding beyond that date through the BUILD America 250 Act (H.R. 8870), a major $580 billion bipartisan surface transportation reauthorization bill. The final amount and composition of future funding from this bill is yet to be determined. Overall, our major projects are less reliant on federal funding provided by the Bipartisan Infrastructure Law (and its successors) than on the more substantial state and local funding that has historically supported, and is expected to continue supporting, such projects. In addition, various existing projects and future project opportunities in Guam and the Indo-Pacific region are being funded by the U.S. government’s Pacific Deterrence Initiative, which provides substantial multi-year funding to support significant improvements that enhance the U.S. military’s infrastructure and readiness. Finally, there are various large infrastructure projects across the U.S. for which future funding may be provided, in part or entirely, through public-private partnership (P3) arrangements, which would include mostly private capital investments.

For a more detailed discussion of the operating performance of each business segment, corporate general and administrative expenses and other items, see Results of Segment Operations, Corporate, Tax and Other Matters and Liquidity and Capital Resources below.

### Non-GAAP Financial Measures

To supplement our unaudited Condensed Consolidated Financial Statements presented under GAAP, we are presenting certain non-GAAP financial measures. These non-GAAP financial measures exclude items that are not reflective of ongoing business operations, including share-based compensation expense for the three and six months ended June 30, 2026 and 2025 (as well as the associated tax benefit), and for the second half of 2026, adjustments will also include certain pension settlement, debt extinguishment and refinancing costs (as well as the associated tax impacts). These non-GAAP financial measures are intended to provide additional insights that facilitate the comparison of our past and present performance, and they are among the indicators management uses to assess the Company’s financial performance and to forecast future performance. By presenting these non-GAAP financial measures, we aim to provide investors and stakeholders with a clearer understanding of our operating results and enhance transparency with respect to the key financial metrics used by our management in its financial and operational decision-making.

These non-GAAP financial measures consist of adjusted net income attributable to the Company and adjusted diluted earnings per share. We exclude share-based compensation expense because this expense could result in significant volatility in our reported earnings, driven primarily by fluctuations in the expense recognized for certain long-term incentive compensation awards with payouts that are indexed to the Company’s common stock. By adjusting for share-based compensation, our non-GAAP measures present a supplemental depiction of our operational performance and financial health. This approach allows stakeholders to focus on our core operational efficiency and profitability without the variable impact to earnings caused by significant changes in our stock price. Our non-GAAP measures are intended to offer a consistent basis for evaluating the Company’s performance, which management believes is meaningful to stakeholders.

The non-GAAP financial measures included in this Quarterly Report on Form 10‑Q as calculated by the Company are not necessarily comparable to similarly titled measures reported by other companies. Additionally, these non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for the most directly comparable measures prepared in accordance with GAAP and should be read only in conjunction with financial information presented on a GAAP basis.

Reconciliations of these non-GAAP financial measures are found in the table below:

### Reconciliation of Non-GAAP Financial Measures

| (in millions, except per common share amounts) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Net income attributable to Tutor Perini Corporation, as reported | $65.7 | $20.0 | $91.4 | $48.0 |
| Plus: Share-based compensation expense(a) | 27.9 | 55.4 | 57.9 | 62.0 |
| Less: Tax benefit provided on share-based compensation expense | (0.6) | (0.3) | (1.0) | (0.5) |
| Adjusted net income attributable to Tutor Perini Corporation | $93.0 | $75.1 | $148.3 | $109.5 |
| Diluted earnings per common share, as reported | $1.23 | $0.38 | $1.71 | $0.90 |
| Plus: Share-based compensation expense impact per diluted share | 0.52 | 1.04 | 1.08 | 1.17 |
| Less: Tax benefit provided on share-based compensation expense per diluted share | (0.01) | (0.01) | (0.02) | (0.01) |
| Adjusted diluted earnings per common share | $1.74 | $1.41 | $2.77 | $2.06 |

(a)The amount represents share-based compensation expense recorded during the three and six months ended June 30, 2026 and 2025. This includes expense associated with certain long-term incentive compensation awards that have payouts indexed to the Company’s common stock. As such, significant fluctuations in the price of the Company’s common stock during any reporting period have caused and could continue to cause significant fluctuations in the reported expense.

### Results of Segment Operations

The results of our Civil, Building and Specialty Contractors segments are discussed below.

### Civil Segment

Revenue and income from construction operations for the Civil segment are summarized as follows:

| (in millions) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenue | $816.2 | $734.2 | $1,513.9 | $1,344.2 |
| Income from construction operations | 124.5 | 140.1 | 212.3 | 219.7 |

Revenue for the three and six months ended June 30, 2026 set all-time records for each respective period and increased 11.2% and 12.6%, respectively, compared to the same periods in 2025. For both periods of 2026, the growth was primarily due to increased project execution activities on two large mass-transit projects and a tunneling project in the Northeast, all of which have substantial scope of work remaining.

Income from construction operations for the three months ended June 30, 2026 was $124.5 million compared to $140.1 million for the same period in 2025. The decrease for the second quarter of 2026 was primarily due to the absence of a prior-year favorable adjustment of $28.0 million related to the settlement of certain change orders, as well as changes in estimates due to improved performance on a mass-transit project in the Midwest. The decrease was mostly offset by contributions associated with the increased current-year project execution activities discussed above.

Income from construction operations for the six months ended June 30, 2026 was $212.3 million compared to $219.7 million for the same period in 2025. The six-month period of 2026 was impacted by the same factors discussed above for the second quarter of 2026, including strong contributions associated with the aforementioned increased project execution activities. The first six months of 2026 was also impacted by an unfavorable adjustment of $16.4 million in the first quarter of 2026 on a mass-transit project in California, primarily due to changes in estimates resulting from ongoing negotiations of change orders with the owner and subcontractors, as well as other temporary impacts related to unapproved change orders.

Operating margin was 15.3% and 14.0%, respectively, for the three and six months ended June 30, 2026 compared to 19.1% and 16.3% for the same periods in 2025. The change in operating margins was principally due to the above-mentioned factors that drove the changes in revenue and income from construction operations.

New awards and contract adjustments in the Civil segment totaled $1.0 billion and $1.2 billion for the three and six months ended June 30, 2026, respectively, compared to $2.2 billion and $3.7 billion for the same periods in 2025. The most significant new awards and contract adjustments in the second quarter of 2026 included a $652 million military facilities project in Guam and a $106 million bridge project in Minnesota. The most significant new awards and contract adjustments in the second quarter of 2025 included the $1.87 billion Midtown Bus Terminal Replacement - Phase 1 project in New York; two civil works projects in the Midwest collectively valued at $127 million; and $90 million of additional funding for a mass-transit project in California.

Backlog for the Civil segment was $9.8 billion as of June 30, 2026, down 11.9% compared to $11.2 billion as of June 30, 2025. The segment continues to experience strong demand reflected in a large, multi-year pipeline of prospective projects, and supported by substantial anticipated funding from various voter-approved state and local transportation measures, the Bipartisan Infrastructure Law, and by public agencies’ long-term spending plans. We believe that the Civil segment is well-positioned to continue capturing its share of these prospective projects later this year and over the next several years, with the majority of near-term opportunities in the Indo-Pacific region, as well as in California, the Midwest, and the Northeast.

### Building Segment

Revenue and income from construction operations for the Building segment are summarized as follows:

| (in millions) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenue | $559.6 | $462.1 | $1,032.5 | $921.9 |
| Income from construction operations | 31.3 | 22.5 | 47.6 | 32.9 |

Revenue for the three and six months ended June 30, 2026 increased 21.1% and 12.0%, respectively, compared to the same periods in 2025. For both periods of 2026, the growth was primarily due to increased project execution activities on two large detention facility projects in New York and a large healthcare facility project in California, all of which have significant scope of work remaining.

Income from construction operations for the three and six months ended June 30, 2026 was $31.3 million and $47.6 million, up 39.3% and 44.7% respectively, compared to $22.5 million and $32.9 million for the same periods in 2025. The strong increase for both periods of 2026 was primarily due to higher-margin contributions related to the increased project execution activities discussed above.

Operating margin was 5.6% and 4.6% for the three and six months ended June 30, 2026, respectively, compared to 4.9% and 3.6% for the same periods in 2025. The increased operating margins were principally due to the above-mentioned factors that drove the increase in income from construction operations.

New awards and contract adjustments in the Building segment totaled $350.5 million and $702.5 million for the three and six months ended June 30, 2026, respectively, compared to $664.0 million and $806.1 million for the same periods in 2025. The most significant new awards and contract adjustments in the second quarter of 2026 included two military facility projects in Alaska collectively valued at $143 million and a $114 million education facility project in Mississippi.

Backlog for the Building segment was $7.0 billion as of June 30, 2026 compared to $6.9 billion as of June 30, 2025. The Building segment continues to experience strong customer demand as reflected by a large volume of prospective projects across various end markets, including healthcare, education, transportation, industrial/manufacturing, and hospitality and gaming. In addition, there are certain healthcare, education, and hospitality and gaming projects underway that are in the preconstruction phase, with only a small portion of their full anticipated value included in our reported backlog. These projects are expected to transition from preconstruction to construction over the next few years, and they include a large, multi-billion-dollar healthcare project in California that is anticipated to be incrementally added to backlog over the next two years.

### Specialty Contractors Segment

Revenue and income (loss) from construction operations for the Specialty Contractors segment are summarized as follows:

| (in millions) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Revenue | $261.3 | $177.4 | $480.1 | $354.2 |
| Income (loss) from construction operations | 5.7 | (18.0) | 6.3 | (25.1) |

Revenue for the three and six months ended June 30, 2026 increased 47.3% and 35.5%, respectively, compared to the same periods in 2025. The strong growth for both periods of 2026 was primarily due to increased project execution activities on various newer projects across diverse end markets, including the segment’s role in supporting the electrical and mechanical components of several of the Company's newer megaprojects and a healthcare facility in Texas. Many of these projects are in the early stages and are expected to ramp up substantially over the next few years.

Income from construction operations for the three and six months ended June 30, 2026 was $5.7 million and $6.3 million, respectively, compared to a loss from construction operations of $18.0 million and $25.1 million for the same periods of 2025. The significant improvement for both periods of 2026 was primarily due to contributions related to the increased project execution activities discussed above, as well as the absence of certain prior-year unfavorable adjustments totaling $14.6 million related to the settlement of certain legacy claims in the Northeast in the second quarter of 2025, none of which were individually material.

Operating margin was 2.2% and 1.3% for the three and six months ended June 30, 2026, respectively, compared to (10.2)% and (7.1)% for the same periods in 2025. The operating margin improvements were principally due to the aforementioned factors that drove the increases in revenue and income (loss) from construction operations.

New awards and contract adjustments in the Specialty Contractors segment totaled $309.8 million and $431.0 million for the three and six months ended June 30, 2026, respectively, compared to $181.0 million and $547.7 million for the same periods in 2025. The most significant new awards and contract adjustments in the second quarter of 2026 included $130 million of additional funding for a healthcare facility project in Texas.

Backlog for the Specialty Contractors segment was $3.0 billion as of June 30, 2026, level with $3.0 billion as of June 30, 2025. The Specialty Contractors segment continues to be primarily focused on servicing the Company’s current and prospective large Civil and Building segment projects, particularly in the Northeast and California. Approximately two-thirds of the segment’s backlog represents electrical and mechanical projects that are being performed for the Civil and Building segments. We believe that the segment remains well-positioned to continue capturing its share of other new projects.

### Corporate, Tax and Other Matters

### Corporate General and Administrative Expenses

Corporate general and administrative expenses were $41.7 million and $87.2 million during the three and six months ended June 30, 2026, respectively, compared to $68.1 million and $85.7 million for the same periods in 2025. The decrease in corporate general and administrative expenses in the second quarter of 2026 compared to 2025 was primarily due to lower share-based compensation expense. The decrease in share-based compensation expense was primarily driven by the absence of certain liability-classified awards that vested at the end of 2025. Liability-classified awards are remeasured at fair value at the end of each reporting period with the change in fair value recognized in earnings. The Company currently projects a decrease in share-based compensation expense over the remainder of 2026 as compared to 2025, 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. After the Company’s shareholders approved additional shares under the Plan in May 2025, the Company stopped awarding liability-classified, long-term incentive compensation awards, which will help to reduce future earnings volatility.

### Other Income, Net, Interest Expense and Income Tax Expense

| (in millions) | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 |
| --- | --- | --- | --- | --- |
| Other income, net | $10.8 | $6.2 | $21.6 | $10.9 |
| Interest expense | (13.7) | (13.6) | (27.1) | (27.9) |
| Income tax expense | (30.8) | (22.0) | (47.8) | (34.9) |

Other income, net, for the three and six months ended June 30, 2026 increased $4.6 million and $10.7 million, respectively, compared to the same periods in 2025.

Interest expense for the three and six months ended June 30, 2026 increased $0.1 million and decreased $0.8 million, respectively, compared to the same periods in 2025. As a result of the refinancing of its senior notes completed on July 2, 2026, discussed further in Liquidity and Capital Resources below, the Company expects annualized cash interest expense savings of $21.0 million.

The Company recognized income tax expense of $30.8 million and $47.8 million for the three and six months ended June 30, 2026 resulting in an effective income tax rate of 26.8% and 27.9%, respectively. The effective income tax rate for the three and six months ended June 30, 2026 was higher than the 21.0% federal statutory income tax rate primarily due to non-deductible expenses and state income taxes (net of federal tax benefit), partially offset by earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and federal income tax credits.

The Company recognized income tax expense of $22.0 million and $34.9 million for the three and six months ended June 30, 2025 resulting in an effective income tax rate of 31.8% and 28.0%, respectively. The effective income tax rate for the three and six months ended June 30, 2025 was higher than the 21.0% federal statutory income tax rate primarily due to non-deductible expenses and state income taxes (net of federal tax benefit), partially offset by earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and federal income tax credits.

### Liquidity and Capital Resources

Liquidity is provided by available cash and cash equivalents, cash generated from operations, credit facilities and access to capital markets. We have a committed line of credit totaling $170.0 million as of June 30, 2026 (increased to $350.0 million effective July 2, 2026, as discussed further below in Debt), which may be used for revolving loans, letters of credit and/or general purposes. We believe that cash generated from operations, along with our unused credit capacity and available cash balances as of June 30, 2026, will be sufficient to fund working capital needs, dividends, share repurchases, and debt maturities for the next 12 months and beyond. We generated a record amount of operating cash in the first six months of 2026, as discussed below in Cash and Working Capital. We expect strong operating cash flow to continue in the second half of 2026 and beyond, both from project execution activities and the resolution of outstanding claims and change orders. In addition, over the next two years we expect to continue to benefit from the utilization of available net operating loss carryforwards to reduce our cash outflows for income taxes. We also explore repayments or refinancings of our outstanding indebtedness and share repurchases from time to time based on our cash needs, credit strength and market conditions.

As discussed further in Debt below, as of July 2, 2026, we completed the refinancing of our senior notes and entered into an amendment and restatement of our existing revolving credit facility, which, among other things, extends debt maturities, is expected to significantly reduce future interest expense, more than doubles the size of our available revolving credit facility and provides for meaningfully improved terms.

### Cash and Working Capital

Cash and cash equivalents were $938.2 million as of June 30, 2026 compared to $734.6 million as of December 31, 2025. Cash immediately available for general corporate purposes was $423.5 million and $270.7 million as of June 30, 2026 and December 31, 2025, respectively, with the remainder being amounts held by our consolidated joint ventures and also our proportionate share of cash held by our unconsolidated joint ventures. Cash held by our joint ventures is available only for joint venture-related uses, including distributions to joint venture partners. In addition, our restricted cash and restricted investments totaled $277.8 million as of June 30, 2026 compared to $264.6 million as of December 31, 2025. Restricted cash and restricted investments at June 30, 2026 were primarily held to secure insurance-related contingent obligations and deposits.

During the six months ended June 30, 2026, net cash provided by operating activities was $334.1 million, the largest result for the first six months of any year. The record operating cash flow for the first six months of 2026 was driven by higher volume and strong execution and collections on profitable projects. During the six months ended June 30, 2025, net cash provided by operating activities was $285.3 million. The net cash provided by operating activities for the 2025 period was primarily due to advanced payments on newer projects for mobilization and other initial project costs and collections related to dispute resolutions.

Cash flow from operating activities for the first six months of 2026 increased $48.9 million compared to the same period in 2025. The increase in cash flow from operating activities for the first six months of 2026 compared to 2025 primarily reflects a larger decrease in net project working capital in the current period compared to the prior-year period, as well as higher cash provided by earnings sources in the 2026 period. The decrease in net project working capital in the 2026 period was primarily due to current-year decreases in accounts receivable and other current assets compared to increases last year, partially offset by a smaller current-year increase in billings in excess of costs and estimated earnings compared to the prior-year period and a slight increase in costs and estimated earnings in excess of billings in the current-year period compared to a decrease last year.

Net cash used in investing activities during the first six months of 2026 was $91.7 million primarily due to the acquisition of property and equipment for projects (i.e., capital expenditures) totaling $51.7 million and net cash used in investment transactions of $44.2 million. Net cash used in investing activities during the first six months of 2025 was $67.7 million primarily due to the acquisition of property and equipment for projects totaling $56.9 million and other net cash used in investment transactions of $15.0 million.

Net cash used in financing activities was $67.5 million for the first six months of 2026, which was primarily driven by payments of $30.0 million for the repurchase of common stock and $13.2 million for the repayment of debt. Net cash used in financing activities was $134.7 million for the first six months of 2025, which was primarily driven by a $116.7 million net repayment of debt.

At June 30, 2026, we had working capital of $1.0 billion, a ratio of current assets to current liabilities of 1.29 and a ratio of debt to equity of 0.30, compared to working capital of $0.9 billion, a ratio of current assets to current liabilities of 1.27 and a ratio of debt to equity of 0.32 at December 31, 2025.

### Debt

2026 Senior Notes Issuance and 2024 Senior Notes Redemption

On July 2, 2026, the Company issued $400.0 million in aggregate principal amount of 6.625% Senior Notes due July 15, 2033 (the “2026 Senior Notes”) in a private placement offering. Interest on the 2026 Senior Notes is payable in arrears semi-annually in January and July of each year, beginning in January 2027.

Prior to July 15, 2029, the Company may redeem the 2026 Senior Notes at a redemption price equal to 100% of the principal amount plus a “make-whole” premium described in the indenture. In addition, prior to July 15, 2029, the Company may redeem up to 40% of the original aggregate principal amount of the notes at a redemption price of 106.625% of their principal amount with the proceeds received by the Company from any offering of the Company’s equity. The Company may redeem the 2026 Senior Notes at redemption prices during the twelve-month periods beginning on July 15, 2029, July 15, 2030 and July 15, 2031 and thereafter of 103.313%, 101.656% and 100.0%, respectively, of the principal amount being redeemed. Upon a change of control, holders of the 2026 Senior Notes may require the Company to repurchase all or part of the 2026 Senior Notes at 101% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date.

The 2026 Senior Notes are senior unsecured obligations of the Company and are guaranteed by the Company’s existing and future subsidiaries that also guarantee obligations under the Company’s 2026 Credit Agreement, as defined below. In addition, the indenture for the 2026 Senior Notes provides for customary covenants on restricting certain payments and includes customary events of default.

On July 2, 2026, the proceeds of the 2026 Senior Notes, together with cash on hand, were used to redeem in full the 2024 Senior Notes. As a result, the Company will recognize debt extinguishment costs of approximately $51.4 million in the third quarter of 2026, consisting of $35.6 million for the redemption premium and $15.8 million of non-cash expense for the remaining unamortized discounts and issuance costs as of the extinguishment date. These debt extinguishment costs will be excluded from the Company’s adjusted diluted earnings per share, as discussed above in Non-GAAP Financial Measures.

2020 Credit Agreement and 2026 Credit Agreement

On August 18, 2020, the Company entered into a credit agreement (as amended, the “2020 Credit Agreement”) with BMO Bank N.A. (f/k/a BMO Harris Bank N.A.), as Administrative Agent, Swing Line Lender and L/C Issuer and other lenders. The 2020 Credit Agreement provided for a $170.0 million (which was increased to $350.0 million following the effectiveness of the 2026 Credit Agreement on July 2, 2026, as described in further detail below) revolving credit facility (the “Revolver”), which was set to mature on August 18, 2027, with sub-limits for the issuance of letters of credit and swing line loans up to the aggregate amounts of $75.0 million and $10.0 million, respectively. The 2020 Credit Agreement also originally provided for a $425.0 million term loan B facility (the “Term Loan B”), which was set to mature on August 18, 2027. During the first quarter of 2025, the Company voluntarily repaid the remaining $121.9 million outstanding balance of the Term Loan B.

Subject to certain exceptions, at any time prior to maturity, the 2020 Credit Agreement provided the Company with the right to increase the commitments under the Revolver and/or to establish one or more term loan facilities in an aggregate amount up to (i) the greater of $173.5 million and 50% LTM EBITDA (as defined in the 2020 Credit Agreement) plus (ii) additional amounts if (A) in the case of pari passu first lien secured indebtedness, the First Lien Net Leverage Ratio (as defined in the 2020 Credit Agreement) did not exceed 1.35 to 1.00, (B) in the case of junior lien secured indebtedness, the Total Net Leverage Ratio (as defined in the 2020 Credit Agreement) did not exceed 3.50 to 1.00, and (C) in the case of unsecured indebtedness, (x) the Total Net Leverage Ratio did not exceed 3.50 to 1.00 or (y) the Fixed Charge Coverage Ratio (as defined in the 2020 Credit Agreement) was no less than 2.00 to 1.00. The balances of indebtedness used in the calculations of the First Lien Net Leverage Ratio and the Total Net Leverage Ratio included offsets for cash and cash equivalents available for general corporate purposes.

As of June 30, 2026, the Revolver had unused available borrowing capacity of $170.0 million, and the outstanding balance of the 2024 Senior Notes was $400.0 million.

Borrowings under the 2020 Credit Agreement bore interest at variable rates, which have increased since the latter part of 2022 due to changes in market conditions that resulted in increases in the Secured Overnight Financing Rate (“SOFR”) and the administrative agent’s prime lending rate. The Company had no borrowings under the Revolver during the six months ended June 30, 2026. At June 30, 2026, the borrowing rate on the Revolver was 10.0%.

The table below presents our actual and required First Lien Net Leverage ratio under the 2020 Credit Agreement for the period, which is calculated on a rolling four-quarter basis:

Trailing Four Fiscal Quarters Ended

June 30, 2026

Actual Required

First lien net leverage ratio (1.05) to 1.00(a) ≤ 2.25 to 1.00

(a) The ratio was negative because the Company’s cash and cash equivalents available for general corporate purposes exceeded secured Indebtedness, resulting in negative First Lien Net Indebtedness, both as defined in the 2020 Credit Agreement.

As of June 30, 2026, we were in compliance with the covenants under the 2020 Credit Agreement. As discussed below, effective July 2, 2026, this covenant was replaced with two new financial maintenance covenants. The Company is currently in compliance with these covenants and expects to remain in compliance.

On July 2, 2026, the Company entered into an amendment and restatement to the 2020 Credit Agreement (the “2026 Credit Agreement”) to, among other things, extend the maturity of the Revolver to July 2, 2031, increase the commitments under the Revolver from $170.0 million to $350.0 million, reduce the Adjusted Term SOFR margin to a range between 1.75% and 2.50% based on a Total Net Leverage Ratio (compared to the previous range between 4.25% and 4.75% based on a First Lien Net Leverage Ratio) and eliminate the credit spread adjustment (10 basis points), reduce the base rate margin to a range between 0.75% and 1.50% based on a Total Net Leverage Ratio (compared to the previous range between 3.25% to 3.75% based on a First Lien Net Leverage Ratio), and replace the maximum First Lien Net Leverage Ratio financial maintenance covenant (of 2.25 to 1.00) with the following two new financial maintenance covenants: 1) a maximum Total Net Leverage Ratio of 3.50 to 1.00 and 2) a minimum cash Interest Coverage Ratio of 3.00 to 1.00. For more information regarding the terms of our 2020 Credit Agreement and our 2026 Credit Agreement, refer to Note 10 of the Notes to Condensed Consolidated Financial Statements. The table below presents our actual and required financial maintenance covenants as of June 30, 2026 under the 2026 Credit Agreement, which are calculated on a rolling four-quarter basis:

Trailing Four Fiscal Quarters Ended

June 30, 2026

Actual Required

Total net leverage ratio (0.03) to 1.00(a) ≤ 3.50 to 1.00

Interest coverage ratio 11.92 to 1.00 ≥ 3.00 to 1.00

(a) The ratio was negative because the Company’s cash and cash equivalents available for general corporate purposes exceeded Indebtedness, resulting in negative Total Net Indebtedness, both as defined in the 2026 Credit Agreement.

### Dividends

Total dividends declared in the three and six months ended June 30, 2026 amounted to $3.3 million ($0.06 per share) and $6.7 million ($0.12 per share), respectively, including $0.2 million and $0.3 million, respectively of accrued dividend equivalent rights relating to unvested share-based awards that are payable when the awards vest.

### Share Repurchase Program

In November 2025, the Company’s Board of Directors authorized a $200 million share repurchase program. Under this program, the Company plans to purchase outstanding common shares from time to time in open market transactions or through privately negotiated transactions at the Company’s discretion, subject to market conditions and other factors and at such times and in amounts that the Company deems appropriate. During the three and six months ended June 30, 2026, the Company repurchased 137,374 and 414,952 shares of its common stock on the open market for $10 million and $30 million at an average price of $72.78 and $72.28 per share, respectively, under the repurchase program. As of June 30, 2026, $170 million of the authorization was available for repurchases.

### Contractual Obligations

Except for the July 2, 2026 refinancing of our senior notes and the amendment and restatement of our existing revolving credit facility, as discussed further in Debt, there have been no material changes in our contractual obligations from those described in our Annual Report on Form 10‑K for the year ended December 31, 2025.

### Critical Accounting Policies and Estimates

There has been no material change in our significant accounting policies and estimates disclosed in Note 1 of the Notes to Consolidated Financial Statements and in Part II, Item 7 of our Annual Report on Form 10‑K for the year ended December 31, 2025.

### Recently Issued Accounting Pronouncements

See Note 2 of the Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

## Item 3. Quantitative and Qualitative Disclosures About Market Risk

There has been no material change in our exposure to market risk from that described in Part II, Item 7A of our Annual Report on Form 10‑K for the year ended December 31, 2025.

## Item 4. Controls and Procedures

### Disclosure Controls and Procedures

An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined by Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (“Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10‑Q was made under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (a) were effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

### Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

### PART II. – OTHER INFORMATION

## Item 1. Legal Proceedings

In the ordinary course of our business, we are involved in various legal proceedings. We disclose information about certain pending legal proceedings pursuant to SEC rules and as we otherwise determine to be appropriate. For information on such pending matters, see Part I, Item 3 of our Annual Report on Form 10‑K for the year ended December 31, 2025, updated by Note 12 of the Notes to Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10‑Q.

## Item 1A. Risk Factors

There have been no material changes to our risk factors as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.

## Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Common Share Repurchases

The following table is a summary of common share repurchase activities for the three months ended June 30, 2026.

| Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program(in millions) |
| --- | --- | --- | --- | --- |
| April 1 - April 30, 2026 | — | — | — | $180 |
| May 1 - May 31, 2026 | — | — | — | $180 |
| June 1 - June 30, 2026 | 137,374 | $72.78 | 137,374 | $170 |
| Total | 137,374 | $72.78 | 137,374 | $170 |

On November 18, 2025, the Company announced that its Board of Directors authorized a share repurchase program totaling $200 million with no expiration date. Under the share repurchase program, the Company plans to purchase outstanding common shares from time to time in open market transactions or through privately negotiated transactions at the Company’s discretion, subject to market conditions and other factors and at such times and in amounts that the Company deems appropriate.

Our share repurchase program does not obligate the Company to purchase any shares. Share repurchases may be executed through various means including, without limitation, accelerated share repurchases, open market transactions, privately negotiated transactions, purchases pursuant to a Rule 10b5-1 plan or otherwise. The authorization for the share repurchase program may be terminated, increased or decreased by our Board of Directors at its discretion at any time. The timing, amount and manner of share repurchases may depend upon market conditions and economic circumstances, availability of investment opportunities, the availability and costs of financing, currency fluctuations, the market price of the Company’s common stock, other uses of capital and other factors.

## Item 4. Mine Safety Disclosures

Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act requires domestic mine operators to disclose violations and orders issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the federal Mine Safety and Health Administration. We do not own or operate any mines; however, we may be considered a mine operator as defined under the Mine Act because we provide construction services to customers in the mining industry. For the quarter ended June 30, 2026, we do not have any mine safety violations or other regulatory matters to disclose pursuant to Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K.

## Item 5. Other Information

### (c) Trading Plans

During the quarter ended June 30, 2026, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408 of Regulation S-K).

## Item 6. Exhibits

| Exhibits | Description |
| --- | --- |
| 4.1 | Indenture, dated as of July 2, 2026, among Tutor Perini Corporation, the guarantors named therein and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K filed on July 6, 2026). |
| 10.1 | Amended and Restated Credit Agreement, dated as of July 2, 2026, among Tutor Perini Corporation, the guarantors named therein, BMO Bank N.A., as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed on July 6, 2026). |
| 10.2* | Form of Executive Officer Restricted Stock Unit Award Agreement. |
| 10.3* | Form of Executive Officer Performance Stock Unit Award Agreement. |
| 10.4* | Tutor Perini Corporation Nonqualified Deferred Compensation Plan. |
| 10.5* | Second Amended and Restated Employment Agreement, dated as of June 1, 2026, by and between Tutor Perini Corporation and Ronald N. Tutor. |
| 31.1 | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | XBRL Instance Document – The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | XBRL Taxonomy Extension Schema Document. |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document. |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document. |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document. |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document. |
| 104 | The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline XBRL (included as Exhibit 101). |

* Management contract or compensatory plan or arrangement

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Tutor Perini Corporation

Dated: August 5, 2026 By: /s/ Ryan J. Soroka

Ryan J. Soroka

Executive Vice President and Chief Financial Officer

---

## EX-10.2

SEC source: [tpc-20260630x10qexx102.htm](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630x10qexx102.htm)

Exhibit 10.2

FORM OF EXECUTIVE OFFICER

RESTRICTED STOCK UNIT AWARD AGREEMENT

UNDER THE

TUTOR PERINI CORPORATION OMNIBUS INCENTIVE PLAN

Award Date:

Name of Grantee:

Number of Restricted Stock Units:

Award Date Value: $

Share Price: $

This Restricted Stock Unit Award Agreement (“Agreement”) entered into by and between Tutor Perini Corporation (the “Company”) and the Grantee evidences the grant of the number of Restricted Stock Units (“RSUs”) specified above (the “Award”) under the Tutor Perini Corporation Omnibus Incentive Plan (as the same may be amended, the “Plan”). The Award represents a promise to issue to the Grantee one share of Common Stock, par value $1.00 per share of the Company (the “Stock”) for each RSU, subject to the restrictions and conditions set forth herein and in the Plan. In addition, the Company hereby grants to the Grantee, with respect to each RSU granted hereunder, a Dividend Equivalent Right for cash dividends paid with respect to Stock with a record date after the Award Date and prior to the date the applicable RSU is settled, forfeited or otherwise expires. Each Dividend Equivalent Right entitles the Grantee to receive the equivalent value of any such dividends paid on a single share of Stock in accordance with Section 4. The Company will establish a separate Dividend Equivalent bookkeeping account (a “Dividend Equivalent Account”) for each Dividend Equivalent and credit the Dividend Equivalent Account (without interest) on the applicable dividend payment date with the amount of any such cash paid.

1.Incorporation of Plan and [EMPLOYMENT AGREEMENT/SEPARATION BENEFITS AGREEMENT]. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan and/or the Grantee’s [EMPLOYMENT AGREEMENT/SEPARATION BENEFITS AGREEMENT] with the Company, as such may be amended from time to time, unless a different meaning is specified herein.

2.Acceptance of Award. The Grantee shall have no rights with respect to this Award unless he or she shall have accepted this Award by signing and delivering to the Company a copy of this Award Agreement.

3.Restrictions. Prior to the vesting of the RSUs as described in Section 4, the Grantee shall have no rights in the RSUs except as specifically provided herein.

1

(a)Voting Rights. Until such time as the shares of Stock underlying the RSUs are issued to the Grantee, the Grantee shall have no voting rights with respect to the RSUs.

(b)Restrictions on Transfer. The RSUs and Dividend Equivalent Rights granted pursuant to this Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated and any such attempt to transfer any RSU and related Dividend Equivalent Rights will not be honored.

4.Vesting of Restricted Stock Units.

(a)Vesting. The RSUs shall vest in accordance with the following schedule. Upon the vesting of any RSUs, the restrictions and conditions in Section 3 of this Agreement with respect to such RSUs shall lapse and such RSUs shall become payable to the Grantee in shares of Stock as set forth in Section 5. Dividend Equivalent Rights will vest upon the vesting of the RSUs with respect to which the Dividend Equivalent Rights relate. For clarity, the number of Dividend Equivalent Rights that vest will be equal to the number of RSUs that vest.

Vesting Date Shares

(b)Effect of Termination of Employment and Change in Control. Upon termination of employment, the Grantee’s rights to RSUs granted herein that are not vested in accordance with the provisions of Section 4(a) shall be treated as follows:

[POST-TERMINATION AND CHANGE IN CONTROL TREATMENT OF AWARD AND APPLICABLE DEFINITIONS REPLACED WITH TERMS OF EXECUTIVE'S EMPLOYMENT AGREEMENT OR SEPARATION BENEFITS AGREEMENT, AS APPLICABLE.]

5.Receipt of Payment Upon Vesting. Upon the vesting of the RSUs as provided in Section 4, the Grantee shall receive one share of Stock for each RSU vested (and the related Dividend Equivalent Rights will be paid to the Grantee in cash in an amount equal to the corresponding Dividend Equivalent Account balance) on or as soon as administratively practicable after the date on which such RSU vests (but in no event later than the 15th day of the third month following such vesting date). Shares of Stock acquired pursuant to this Agreement shall be issued and delivered to the Grantee by electronic book entry.

6.Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for applicable income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Grantee may elect to have the required minimum tax withholding obligation satisfied (or such greater amount as may be permitted under applicable accounting standards), in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued, or (ii) transferring to the Company, a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.

2

7.Miscellaneous.

(a)In the event that any provision of this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of this Agreement.

(b)Notice hereunder shall be given to the Company at its principal place of business. By accepting this Award, the Grantee expressly acknowledges and agrees that the Company may deliver information (including, without limitation, information required to be delivered to the Grantee pursuant to applicable securities laws) to the Grantee regarding the Company and the Subsidiaries, the Plan, the RSUs and shares of Stock via Company web site or other electronic delivery.

(c)This Agreement does not confer upon the Grantee any rights with respect to continuation of employment by the Company or any Subsidiary.

(d)In the event of any conflict between this Agreement and the Plan, the Plan shall control.

(e)This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, applied without regard to conflict of law principles.

TUTOR PERINI CORPORATION

By:

Name:

Title:

By accepting this Agreement through the E*TRADE system, I acknowledge I received a copy of the Plan; I represent that I have read and am familiar with this Agreement and the Plan's terms; I accept the Award subject to all of the terms and provisions of this Agreement and of the Plan, as the Plan may be amended in accordance with its terms; and I hereby accept as binding, conclusive, and final all decisions or interpretations of the Administrator concerning any questions arising under the Plan with respect to the Award.

3

---

## EX-10.3

SEC source: [tpc-20260630x10qexx103.htm](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630x10qexx103.htm)

Exhibit 10.3

FORM OF EXECUTIVE OFFICER

PERFORMANCE STOCK UNIT AWARD AGREEMENT

UNDER THE  
TUTOR PERINI CORPORATION OMNIBUS INCENTIVE PLAN

Award Date:

Name of Grantee:

Target Number of Performance Stock Units:

Target Value: $

Share Price: $

Performance Period:

This Performance Stock Unit Award Agreement (“Agreement”) entered into by and between Tutor Perini Corporation (the “Company”) and the Grantee evidences the grant of the number of Performance Stock Units (“PSUs”) specified above (the “Award”) under the Tutor Perini Corporation Omnibus Incentive Plan (as the same may be amended, the “Plan”). The Award represents a promise to issue to the Grantee one share of Common Stock, par value $1.00 per share of the Company (the “Stock”) for each PSU, subject to the restrictions and conditions set forth herein and in the Plan. In addition, the Company hereby grants to the Grantee, with respect to each PSU granted hereunder, a Dividend Equivalent Right for cash dividends paid with respect to Stock with a record date after the Award Date and prior to the date the applicable PSU is settled, forfeited or otherwise expires. Each Dividend Equivalent Right entitles the Grantee to receive the equivalent value of any such dividends paid on a single share of Stock in accordance with Section 4. The Company will establish a separate Dividend Equivalent bookkeeping account (a “Dividend Equivalent Account”) for each Dividend Equivalent and credit the Dividend Equivalent Account (without interest) on the applicable dividend payment date with the amount of any such cash paid.

1.Incorporation of Plan and [EMPLOYMENT AGREEMENT/SEPARATION BENEFITS AGREEMENT]. Notwithstanding anything herein to the contrary, this Agreement shall be subject to and governed by all the terms and conditions of the Plan, including the powers of the Administrator set forth in Section 2(b) of the Plan. Capitalized terms in this Agreement shall have the meaning specified in the Plan and/or the Grantee’s [EMPLOYMENT AGREEMENT/SEPARATION BENEFITS AGREEMENT] with the Company, as such may be amended from time to time, unless a different meaning is specified herein.

2.Acceptance of Award. The Grantee shall have no rights with respect to this Award unless he or she shall have accepted this Award acknowledging acceptance on the E*TRADE system.

3.Restrictions. Prior to the vesting of the PSUs as described in Section 4, the Grantee shall have no rights in the PSUs except as specifically provided herein.

(a)Voting Rights. Until such time as the shares of Stock underlying the PSUs are issued to the Grantee, the Grantee shall have no voting rights with respect to the PSUs.

(b)Restrictions on Transfer. The PSUs and Dividend Equivalent Rights granted pursuant to this Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated and any such attempt to transfer any PSU and related Dividend Equivalent Rights will not be honored.

4.Vesting of Performance Stock Units.

(a)Vesting. The PSUs shall vest in accordance with the following schedule, subject to the achievement of the following performance criteria during the applicable performance period. Dividend Equivalent Rights will vest upon the vesting of the PSUs with respect to which the Dividend Equivalent Rights relate. For clarity, the number of Dividend Equivalent Rights that vest will be based upon the number of PSUs that vest. Upon the vesting of any PSUs, the restrictions and conditions in Section 3 of this Agreement with respect to such PSUs shall lapse and such PSUs shall become payable to the Grantee as set forth in Section 5. Any PSUs (and related Dividend Equivalent Rights) that remain outstanding and unvested immediately following the Vesting Date as a result of failing to become earned will be forfeited and terminated (for no consideration) as of immediately following the Vesting Date.

Vesting Date __________________

Target Shares __________________

Performance Period ______________________

[DESCRIPTION OF PERFORMANCE CRITERIA]

(b)Effect of Termination of Employment and Change in Control. Upon termination of employment, the Grantee’s rights to PSUs granted herein that are not vested in accordance with the provisions of Section 4(a) shall be treated as follows:

[POST-TERMINATION AND CHANGE IN CONTROL TREATMENT OF AWARD AND APPLICABLE DEFINITIONS REPLACED WITH TERMS OF EXECUTIVE’S EMPLOYMENT AGREEMENT OR SEPARATION BENEFITS AGREEMENT, AS APPLICABLE.]

5.Receipt of Payment upon Vesting. Upon the vesting of the PSUs as provided in Section 4, the Grantee shall receive one share of Stock for each PSU vested (and the related Dividend Equivalent Rights will be paid to the Grantee in cash in an amount equal to the corresponding Dividend Equivalent Account balance) on or as soon as administratively practicable after the applicable date on which such PSU vests (but in no event later than the 15th day of the third month following such vesting date). Shares of Stock acquired pursuant to this Agreement shall be issued and delivered to the Grantee by electronic book entry.

6.Tax Withholding. The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for applicable income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such taxable event. The Grantee may elect to have the required minimum tax withholding obligation satisfied (or such greater amount

as may be permitted under applicable accounting standards), in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to be issued, or (ii) transferring to the Company, a number of shares of Stock with an aggregate Fair Market Value that would satisfy the withholding amount due.

7.Miscellaneous.

(a)In the event that any provision of this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of this Agreement.

(b)Notice hereunder shall be given to the Company at its principal place of business. By accepting this Award, the Grantee expressly acknowledges and agrees that the Company may deliver information (including, without limitation, information required to be delivered to the Grantee pursuant to applicable securities laws) to the Grantee regarding the Company and the Subsidiaries, the Plan, the PSUs and shares of Stock via Company web site or other electronic delivery.

(c)This Agreement does not confer upon the Grantee any rights with respect to continuation of employment by the Company or any Subsidiary.

(d)In the event of any conflict between this Agreement and the Plan, the Plan shall control.

(e)This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Massachusetts, applied without regard to conflict of law principles.

TUTOR PERINI CORPORATION

By:

Name:

Title:

By accepting this Agreement through the E*TRADE system, I acknowledge I received a copy of the Plan; I represent that I have read and am familiar with this Agreement and the Plan's terms; I accept the Award subject to all of the terms and provisions of this Agreement and of the Plan, as the Plan may be amended in accordance with its terms; and I hereby accept as binding, conclusive, and final all decisions or interpretations of the Administrator concerning any questions arising under the Plan with respect to the Award.

---

## EX-10.4

SEC source: [tpc-20260630x10qexx104.htm](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630x10qexx104.htm)

Exhibit 10.4

ADOPTION AGREEMENT

TUTOR PERINI CORPORATION NONQUALIFIED DEFERRED COMPENSATION PLAN

The undersigned Company acting on behalf of itself and each Participating Employer, having been duly advised by its own counsel as to the legal and tax consequences of adopting this Nonqualified Deferred Compensation Plan (the “Plan”), and having determined that adoption of this Plan as an unfunded, nonqualified deferred compensation plan (intending that the same comply with the applicable requirements of Section 409A of the Internal Revenue Code of 1986, as amended) would better enable the Company to attract and retain key personnel, HEREBY ADOPTS the attached Plan, subject to the following terms, conditions and elections, all of which are integral parts of the Plan adopted hereby:

Company Name: Tutor Perini Corporation

Company Address: 15901 Olden Street

Sylmar, CA 91342

Plan Name: Tutor Perini Corporation Nonqualified Deferred Compensation Plan

Effective Date of the Plan: June 8, 2026

Additional Participating Employers (initially includes the following list of entities, which will be updated without requiring amendment to this Adoption Agreement or the Plan to include any additional Affiliates of the Company who employ or are service recipients of Eligible Participants in the future):

Becho Inc

Black Construction Corporation

Black Micro Corporation

Fisk Electric Company

Five Star Electric Corp.

Frontier-Kemper Constructors, Inc

Lunda Construction Company

Nagelbush Mechanical Inc

Perini Management Services, Inc

Roy Anderson Corp

Rudolph & Sletten Inc

Tutor Perini Building Corp

WDF Inc

Frontier-Kemper/Tutor Perini, a Joint Venture

TPC-NAN, a Joint Venture

Tutor Perini/Zachry/Parsons, a Joint Venture

Tutor Perini/O&G, a Joint Venture

Capitalized terms used in this Adoption Agreement that are defined in the Plan document attached hereto and not separately defined herein shall have the respective defined meanings set forth in the attached Plan document.

The Company acting on behalf of itself and each Participating Employer hereby elects, for purposes of this Plan, as follows (insert check mark or "X" for each desired election and fill in appropriate blanks):

I. Pay Types from which Annual Deferral Amounts may be deferred by Participants are as follows:

| Pay Type | Maximum Percentage |
| --- | --- |
| ☒ Base Salary | 80% |
| ☒ Corporate Annual Incentive Plan (Performance Based) | 90% |
| ☒ Long Term Incentive Bonus | 90% |
| ☒ Cash Settled RSUs | 90% |
| ☒ Cash Settled PSUs | 90% |
| ☐ |  |
| ☐ Director RSUs |  |
| ☐ Other |  |

II. Annual Company Matching Amounts: The Company may credit Annual Company Matching Amounts for selected Participants:

☐ Yes ☐ No

a.Matching Contribution Formula: (select (i) or (ii) below)

(i) ☐Percent of Participant deferrals formula, subject to a specified limit, as follows:

(a)☐ Matching Contribution Rate: _____% of (specify paytype names):

(b)☐ Matching Contribution Limit: ______% of each applicable Pay Type

(ii) ☐ Other matching formula: ___________________________________

III. Discretionary Contributions. The Company may credit Annual Company Discretionary Amounts for selected Participants. The amounts to be calculated in one of the following manners (select one):

a. ☐ No Discretionary Contributions

b. ☒ Permissible but amount discretionary

c. ☐ Annual contribution amount or formula: _____________________________________________

-2-

IV. Vesting.

a. The following Vesting Schedule shall apply to all Annual Company Discretionary Amounts and to all Annual Company Matching Amounts, as follows (select one):

☐ Immediate vesting (100%) as amounts are credited

☐ Cliff vesting: 100% at the end of ____ years (commencing as specified below)

☐ Incremental annual vesting, as follows (complete chart below):

Years Completed % of Contribution Vested

Year 0%

Year 1%

Year 2%

Year 3%

Year 4%

Year 5%

Year 6%

Year 7%

Year 8%

Year 9%

Year 10%

EXAMPLE (TBD based on specs below):

TBD at time of contribution

b. The Vesting Commencement Date shall be determined as follows (select one):

☐ Not Applicable

☐ Years of participation – based on plan participation date

☒ Years of service – based on date of hire

☐ Age – based on date of birth

☐ Class year - (all employer contributions for the same deferral year vest at the same time regardless of crediting date)

c. The Vesting Increase timing shall be determined as follows (select one):

☐ Not Applicable

☒ On the last day of the vesting year

☐ On the first day of the vesting year (the anniversary of the Commencement Date)

d. The Vesting Acceleration events that will automatically vest 100% shall be determined as follows (select all that apply):

☐ Not Applicable

☐ Retirement eligibility

☒ Disability

-3-

☒ Death

☒ Change in Control

☐ Other _____________________________________________________

e. Rehires: A former Participant who is rehired following a Termination of Employment, and who is selected for participation in accordance with the terms of the Plan, shall be treated as a new employee and new participant for purposes of determining such individual’s Vesting Commencement Date, without regard to earlier dates of hire or enrollment prior to such Termination of Employment.

V. Retirement Eligibility Date (select all that apply):

☐ Not Applicable

☐ Age _____

☒ Age 60 plus 7 years of cumulative service

☐ Age _____ plus ____ years of plan participation

☐ Age _____ plus ____ years of cumulative service and _____ years of plan participation

VI. Distributions.

a.In-Service Distributions ☒ Yes ☐ No

(trumped by all other distribution events)

(i)May include employer contributions:

Company Match: ☐ Yes ☐ No ☐ N/A

Company Discretionary: ☐ Yes ☐ No ☐ N/A

(ii)Type of election is (select one):

☒ Class year - each year’s balance may have a different distribution election

☐ User-created accounts (max number of accounts: _______ ) - each year’s balance is

directed to one or more date-specific accounts.

(iii)Alternative forms of distribution (select all that apply):

☒ Lump Sum

☒ Annual installments for any whole number of years up to 5

☐ Other: ___________________________

(iv)The Minimum Deferral Period for vested balances, is 2 years* measured from the end of the Plan Year For example: when enrolling for the 2026 plan year, the earliest allowable In-Service Distribution date is 2/15/2029.

(*Recommend at least two years and no earlier than the time at which company contributions are 100% vested. Unvested portions at the time of the scheduled payments would be paid out upon separation from service.)

-4-

b.Retirement Distribution

(i)Type of election applies as (select one):

☐ One-time election

☒ Class year – each year’s balance may have a different distribution election

       (not recommended if user-created accounts is selected for In-service distributions)

(ii)Alternative forms of distribution (select all that apply):

☒ Lump Sum

☒ Annual installments for any whole number of years up to 10

☒ Other: except any in-service distributions in progress shall continue as elected

All payments made upon Retirement shall be valued and paid six months from the retirement date or as soon as practicable thereafter.

c.Termination Distribution (or Separation Distribution if not using Retirement vs. Termination)

(i)Type of election applies as (select one):

☒ Default only (recommended)

☐ One-time election

☐ Class year – each year’s balance may have a different distribution election

       (not recommended if user-created accounts is selected for In-service distributions)

(ii)Alternative forms of distribution (select all that apply):

☐ Lump Sum (recommended)

☐ Annual installments for any whole number of years up to _____

☒ Other: Lump sum except any scheduled-in-service payments in process shall continue as scheduled.

All payments made upon Termination shall be valued and paid six months from the termination/separation date or as soon as practicable thereafter.

d.Disability Distribution

(i)☐ In accordance with the participant Retirement or separation election (recommended),

Or if different from participant’s Retirement election:

(ii)Type of distribution election applies as (select one):

☒ Default only

☐ One-time election

☐ Class year – each year’s balance may have a different distribution election

(not recommended if user-created accounts is selected for In-service distributions)

Alternative forms of distribution (select all that apply):

☒ Lump Sum

☐ Annual installments for any whole number of years up to 10

☐ Other: ___________________________

-5-

e.Death Benefit Distribution (pre-commencement vs. post-commencement)

(i)Alternative forms of distribution pre-commencement of separation distribution

☐ In accordance with Participant’s separation elections, or

Or if different from Participant’s separation elections (select all that apply):

☒ Lump Sum (recommended)

☐ Annual installments for any whole number of years up to _____

☐ Other: ___________________________

(ii)Alternative forms of distribution post-commencement of separation distribution

☐ Continue in accordance with Participant’s elections

Or if different from Participant’s separation elections (select all that apply):

☐ Lump Sum (recommended)

☐ Annual installments for any whole number of years up to _____

☐ An amount to be determined by the Committee

☐ Other: ___________________________

f.Additional Supplemental Death Benefit (may require consent for life insurance)

☒ None

☐ Discretionary amount to be determined by the Committee

☐ Specified amount: _______________________________

g.Change in Control Distribution ☐ Yes ☒ No

(i)Distribution is (select one):

☐ Mandatory

☐ Optional (declinable)

(ii)Alternative forms of distribution (select all that apply):

☐ Lump Sum

☐ Annual installments for any whole number of years up to _____

☐ Other: ___________________________

h.Default Distribution (if none selected then the Default Distribution election for all events will be Lump Sum at separation from service)

(i)Alternative forms of distribution (select one):

☒ Lump Sum (recommended)

☐ Annual installments for _______ years

☐ Other: ___________________________

(ii)Time of Distribution:

☒ Separation from service (recommended)

☐ Other: ___________________________

i.Small Accounts payment

(NOTE: this is in addition to the default de minimis provision in Section 6.10 that allows the Company to pay the Participant’s vested Account Balance at any time if it does not exceed the then applicable limit

-6-

of §402(g)(1)(B) of the Code and results in the termination of the Participant’s entire interest in the Plan.)

☐ None (recommended)

☒ Notwithstanding any payment election made by the Participant, if at the time any distribution becomes due and the vested balance of all installments associated with that distribution does not exceed $10,000 then the entire remaining balance of the account in pay status will be paid in a single lump sum, subject to compliance with Section 409A.

☐ Exclude InService distributions

j.The Plan’s Identification Date for purposes of determining Specified Employee status is December 31 unless a different date is specified: (for public companies only)

VII. Disability: The Sponsor elects that, in addition to the otherwise applicable definition of Disability under the Plan, a Participant will be deemed to be Disabled if determined to be totally disabled by the Social Security Administration or Railroad Retirement Board.

☐ Yes ☒ No

VIII Cause: If the definition for "Cause" is different than that specified in the Plan, specify the alternative definition that shall apply for purpose of this Plan: (if blank, Plan definition will apply):

IX. Rabbi Trust: The Sponsor elects to establish a grantor trust (rabbi trust) under the Plan:

☒ Yes ☐ No

X. Governing Law: The Plan will generally be governed by federal law but the governing state law, to the extent not preempted by federal law, and in any case subject to the choice of law rules of any court before which any suit or proceeding affecting this Plan may be heard, shall be the laws of the following state (specify state):

California

(if none specified, the state under which laws the Company was formed).

-7-

IN WITNESS WHEREOF, the Company, on behalf of itself and each Participating Employer, has caused its duly authorized representative to execute this Adoption Agreement, under seal, as of the Effective Date set forth above, intending that the Company shall be bound hereby, and that each Participant, Committee Member and Record Keeper may rely hereon.

COMPANY:

Tutor Perini Corporation

By: /s/ Anthony C. Fiore

Print Name: Anthony Fiore

Title: Executive Vice President, Tax and Treasurer

Duly authorized

Date: June 2, 2026

-8-

TUTOR PERINI CORPORATION NONQUALIFIED DEFERRED COMPENSATION PLAN

Preamble

This Plan is adopted as of the date and by the Company, on behalf of itself and any Participating Employers, as set forth in the attached Adoption Agreement, which is an integral part of this Plan. The Company, having been duly advised by its own counsel as to the legal and tax consequences of adopting this Plan, intends that the Plan shall at all times be administered and interpreted in such a manner as to constitute an unfunded plan maintained primarily for a select group of management or highly compensated employees who contribute materially to the management of the Company or Participating Employer, so as to qualify for all available exemptions from the provisions of Title I of ERISA and to fulfill the applicable requirements of Section 409A.

ARTICLE 1

DEFINITIONS

1.1 DEFINED TERMS. Certain words and phrases are defined when first used in later paragraphs of this Plan or in the Adoption Agreement pursuant to which this Plan was adopted. In addition, the following words and phrases when used herein, unless the context clearly requires otherwise, shall have the following respective meanings:

"Account" means, with respect to any Participant, a bookkeeping entry used as a measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan and subject to such limits, rules and procedures as the Committee from time to time may adopt under this Plan. The Committee and the Record Keeper may establish and use sub-accounts and other record keeping entries with respect to any Participant's Account, including without limitation any Deferral Account, Company Contribution Account and Company Discretionary Account applicable to such Participant.

“Account Balance” means, with respect to any Participant at any particular time, the sum at such time of such Participant's (i) Deferral Account balance, (ii) Company Matching Account balance and (iii) Company Discretionary Account balance. The Account Balance shall be a bookkeeping entry only and shall be utilized solely as a measurement and determination of the amounts to be paid to a Participant, or his or her designated Beneficiary, pursuant to this Plan.

“Adoption Agreement” means the agreement pursuant to which the Company has adopted this Plan, which Adoption Agreement is incorporated herein by reference, including without limitation any terms defined therein. Adoption Agreements may be completed and/or signed using such online systems and other electronic means as the Committee or Record Keeper from time to time may designate for such purpose.

“Affiliate” means a corporation, partnership, limited liability company or other entity that is required to be considered, together with the Company, as a single employer under §414(b) of the Code (employees of controlled group of Companies) or §414(c) of the Code (employees of partnerships or limited liability companies under common control). For purposes of determining a controlled group of Companies under §414(b) of the Code, the language “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in §1563(a)(1), (2), and (3) of the Code. For purposes of determining trades or businesses that are under common control for purposes of §414(c) of the Code, “at least 50 percent” shall be used instead of “at least 80 percent” each place it appears in Treasury Regulation §1.414(c)-2. An entity shall not be considered an “Affiliate” for any period of time prior to satisfying the controlled group or common control tests described above.

“Annual Company Discretionary Amount” means the benefit amount, if any, for any one Plan Year that is determined for a Participant in accordance with Section 3.5.

“Annual Company Matching Amount” means the benefit amount, if any, for any one Plan Year that is determined for a Participant in accordance with Section 3.4.

“Annual Deferral Amount” means that portion of a Participant's Pay Type(s) that a Participant elects to have deferred, and is deferred, in accordance with Article 3, for any one Plan Year. In the event of a Participant's Retirement, Disability, death or a Termination of Employment prior to the end of a Plan Year,

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such year's Annual Deferral Amount shall be the actual amount deferred in such Plan Year prior to such event.

“Base Salary” means base salary earned with respect to services performed and payable in cash, exclusive of any of the following: Bonuses, Commissions, overtime, incentive payments and other performance-based forms of compensation, director and other special fees, expense allowances and reimbursements, severance, and any other forms of compensation, earnings or payments that are not regular in frequency and form (before reductions for, contributions to or deferrals under this Plan or any other profit sharing, 401(k), pension, deferred compensation or benefit plan sponsored by the Company or any Affiliate).

“Beneficiary” means one or more persons, trusts, estates, or other entities, designated in accordance with Article 8 that are entitled to receive benefits under this Plan upon the death of a Participant.

“Beneficiary Designation Form” means the form established from time to time by the Committee that a Participant completes, signs and returns to the Company to designate one or more Beneficiaries. Beneficiary Designation Forms may be completed and/or signed using such online systems and other electronic means as the Committee or Record Keeper from time to time may designate for such purpose.

“Board of Directors” shall mean the Board of Directors, Managers, Trustees or other group having the legal authority to act as the governing body of the Company.

“Bonus” means any compensation relating to services performed that is granted or awarded apart from Base Salary and Commissions and that is identified by the applicable Company or Affiliate as a “bonus” (before reductions for, contributions to or deferrals under this Plan or any other profit sharing, 401(k), pension, deferred compensation or benefit plan sponsored by the Company or any Affiliate).

“Calendar Year” means the annual period measured from January 1 to December 31.

"Cause", unless otherwise defined in the Adoption Agreement, means: (a) with respect to each Participant who has an employment agreement or separation benefits agreement containing a definition of "cause" or "for cause", said definition as set forth in such other agreement; and (b) with respect to all other Participants, and as determined in good faith by the Committee, willfully engaging in misconduct which is demonstrably and materially injurious to the Company or any Affiliate, unless the act or omission giving rise to such misconduct is done, or omitted to be done, by a Participant in good faith and with a sound reason to believe that such action or omission was in the best interest of the Company and its Affiliates.

“Change in Control” means, unless otherwise specified in the Adoption Agreement, the occurrence of one or more of the following events:

(a)any “person” (as such term is used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) or “group” (as such term is used in Section 14(d) of the Exchange Act) becomes a “beneficial owner” (as such term is used in Rule 13d-3 promulgated under the Exchange Act) of more than 30% of the voting stock of the Company;

(b)the majority of the Board of Directors consists of individuals other than incumbent directors, which term means the members of the Board of Directors on the date of this Agreement; provided that any person becoming a director subsequent to such date whose election or nomination for election was approved by two-thirds of the directors who then comprised the incumbent directors shall be considered to be an incumbent director;

(c)the Company adopts any plan of liquidation providing for the distribution of all or substantially all of its assets; or

(d)the Company transfers all or substantially all of its assets or business (unless the shareholders of the Company immediately prior to such transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the voting stock of the Company, all of the voting stock or other ownership interests of the entity or entities, if any, that succeed to the business of the Company); or any merger, reorganization, consolidation or similar transaction unless, immediately after consummation of such transaction, (A) the shareholders of the Company immediately prior to the transaction hold, directly

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or indirectly, more than 50% of the voting stock of the Company or the Company’s ultimate parent Company if the Company is a subsidiary of another corporation (there being excluded from the number of shares held by such shareholders, but not from the voting stock of the combined Company, any shares received by affiliates of such other Company in exchange for stock of such other Company) in substantially the same proportion as they owned the voting stock of the Company prior to any such transaction and (B) incumbent directors immediately prior to any such transaction continue to constitute a majority of the Board of Directors immediately after consummation of the transaction.

An event constitutes a Change in Control with respect to a Participant only if the Participant’s relationship to the affected Company satisfies the requirements of Treasury Regulation §1.409A-3(i)(5)(ii).

Notwithstanding the foregoing, if the Adoption Agreement provides for mandatory distributions upon the occurrence of a Change in Control event, then a Change in Control event shall not be deemed to occur as a result of the acquisition of Participating Employer stock by an employee benefit plan of the Company or an Affiliate.

To qualify as a Change in Control event, the occurrence of the event must be objectively determinable and any requirement that any other person or group, such as a plan administrator or compensation committee, certify the occurrence of a Change in Control must be strictly ministerial and not involve any discretionary authority. If the Adoption Agreement provides for a payment on a Change in Control, such payment shall only be made if the event specified in the Adoption Agreement also qualifies as a change in control event within the meaning of Code Section 409A (Treasury Regulation §1.409A-3(i)(5)).

To the extent permitted by the Internal Revenue Service, a Change of Control may also occur in the event of changes in ownership of a partnership and change in the ownership of a substantial portion of the assets of a partnership and the provisions set forth above respecting such changes relative to a corporation shall be applied by analogy. It is the Company's responsibility to determine whether a Change in Control has occurred and to advise the Committee and the Record Keeper accordingly.

"Change in Control Distribution" shall have the meaning set forth in Section 6.4

“Claimant” shall have the same meaning set forth in Section 10.1.

“Code” means the Internal Revenue Code of 1986, as the same may be amended from time to time.

“Commissions”

(a)Sales Commission Compensation. A Participant earning sales commission compensation (as defined in Treasury Regulation §1.409A-2(a)(12)) is treated as providing the services to which such compensation relates only in the Company’s taxable Year in which the customer remits payment to the Company or, if applied consistently to all similarly situated Participants, the Company’s taxable Year in which the sale occurs.

(b)Investment Commission Compensation. A Participant earning investment commission compensation (as defined Treasury Regulation §1.409A-2(a)(12)) is treated as providing the services to which such compensation relates over the 12 months preceding the date as of which the overall value of the assets or asset accounts is determined for purposes of the calculation of the investment commission compensation.

It is the Company's responsibility to determine whether a Pay Type qualifies as Commissions in accordance with the foregoing requirements with respect to any Participant and to advise the Record Keeper accordingly.

"Committee" means the person(s) designated as Committee members or such other persons as the Company's Board of Directors from time to time may designate to serve as members of the Committee hereunder. In the absence of any Committee, or should the Committee be unable or unwilling to serve, the Company shall perform the duties of the Committee under this Plan.

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“Company” means the entity identified as the “Company” in the Adoption Agreement pursuant to which this Plan has been adopted and may include the applicable Participating Employer as the context requires.

“Company Discretionary Account” means, with respect to any Participant (but subject in the case of each Participant to Section 3.7), an Account consisting of the sum of (i) all of the Participant's Annual Company Discretionary Amounts, plus (ii) Notional Investment Adjustments in value credited or debited thereon in accordance with Article 4 of this Plan, less (iii) all distributions from such account.

“Company Matching Account” means, with respect to any Participant (but subject in the case of each Participant to Section 3.7), an Account consisting of the sum of (i) all of the Participant's Annual Company Matching Amounts, plus (ii) Notional Investment Adjustments in value credited or debited thereon in accordance with Article 4 of this Plan, less (iii) all distributions from such account.

“Day” means a calendar day or any part thereof.

“Deferral Account” means an Account consisting of the sum of (i) all of a Participant's Annual Deferral Amounts, plus (ii) Notional Investment Adjustments in value credited or debited thereon in accordance with Article 4 of this Plan, less (iii) all distributions from such account.

“Deferral Election Form” means notice filed by a Participant with the Record Keeper specifying the amount of the Participant's Pay Type(s) to be deferred, and the time and form of distribution payments as defined in the Adoption Agreement. Deferral Election Forms may be completed and/or signed using such online systems and other electronic means as the Committee or Record Keeper from time to time may designate for such purpose.

“Disability” or “Disabled” shall mean the Participant is: (i) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Participant’s employer. The Adoption Agreement may also provide that a Participant will be deemed to be Disabled if determined to be totally disabled by the Social Security Administration or Railroad Retirement Board. The determination of Disability shall be made by the Committee in accordance with Section 409A Requirements. The Committee may require that the Participant submit to an examination by the Company or its agent to determine the existence of a Disability.

“Disability Benefit” means the benefit set forth in Section 6.3.

“Eligible Employee” means any employee of the Company or other Participating Employer who is selected to participate herein in accordance with the provisions of Article 2 hereof, and is one of a select group of management or highly compensated employees. Eligible Employee may also include selected Independent Contractors as determined in the complete and sole discretion of the Committee.

“Employee” means any individual who is employed by or providing services to the Employer. Employee means “service provider” as used in Treasury Regulation §1.409A-1(f).

“Employer” or “Participating Employer” means the Company or Affiliate who is the legal employer of the Employee or service recipient in the case of an Independent Contractor.

“ERISA” means the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time.

“First Plan Year” means the period beginning on the Effective Date set forth in the Adoption Agreement and ending on December 31 immediately following the Effective Date.

"Hardship Distribution" means any distribution or waiver of deferral granted by the Committee pursuant to Article 7.

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“Identification Date” for the purpose of identifying Specified Employees means each December 31 or such other date as defined in the Adoption Agreement.

“Independent Contractor” means a non-employee director or an independent contractor for whom deferred amounts will be subject to Section 409A as provided in Treasury Regulation §1.409A-1(f)(2).

"In-Service Distribution" means a distribution made pursuant to Section 6.5.

"Matching Contribution Limit" means, with respect to each Pay Type, the Maximum Contribution Limit set forth for such Pay Type in the Adoption Agreement, to be used and calculated as a limit on Annual Company Matching Amounts pursuant to Section 3.4.

"Matching Contribution Rate" means, with respect to each Pay Type, the respective percentage rate, if any, set forth in the Adoption Agreement for such Pay Type, which rate shall be used to calculate Annual Company Matching Amounts pursuant to Section 3.4, subject to the Matching Contribution Limit, if any, applicable to such Pay Type.

"Notional Investment" means any security, fund, account, sub-account, index, formula or other instrument, asset, measure or method from time to time designated by the Committee as a means to calculate the amount of any Notional Investment Adjustment.

"Notional Investment Adjustment" means earnings, gains, losses and any other adjustments made with respect to any Annual Deferral Amount, Annual Company Matching Amount or Annual Company Discretionary Amount, which adjustments are made based on the performance of a Notional Investment pursuant to Article 4.

“Notional Investment Election Form” means notice filed with the Record Keeper by or on behalf of a Participant (or his or her Beneficiaries, as provided below) specifying the allocation of the Participant's Annual Deferral Amount and how the Participant's Annual Deferral Amount, Annual Company Matching Amount and Annual Company Discretionary Amount, if any, are to be allocated under the Plan among the Notional Investments provided under the Plan. Notional Investment Election Forms may be completed and/or signed using such online systems and other electronic means as the Committee or Record Keeper from time to time may designate for such purpose. Upon the death of a Participant, for so long as such Participant's Beneficiaries retain an interest in such Participant's Account hereunder, such Beneficiaries may file Notional Investment Election Forms with respect to such Account in accordance with such policies and procedures as the Committee from time to time may specify for such purpose.

“Participant” means any Eligible Employee (i) who is selected to participate in the Plan, (ii) who elects to participate in the Plan, (iii) who signs a Participation Agreement, a Deferral Election Form, a Notional Investment Election Form, (iv) whose signed Participation Agreement, Deferral Election Form, and Notional Investment Election Form are accepted by the Committee, and (v) who commences participation in the Plan. A spouse or former spouse (or beneficiary) of a Participant shall not be treated as a Participant in the Plan, even if he or she has an interest in the Participant's benefits under the Plan as a result of applicable law or property settlements resulting from legal separation or divorce.

"Participation Agreement" means the form established from time to time by the Committee that a Participant completes, signs and returns to the Company to become a Participant in this Plan. Participation Agreements may be completed and/or signed using such online systems and other electronic means as the Committee or Record Keeper from time to time may designate for such purpose.

“Pay Type” means the forms of compensation selected in the Adoption Agreement as eligible for deferral and for inclusion in the calculation of Annual Deferral Amounts under the Plan. References to one or more “Pay Types” with respect to any particular Calendar Year means said forms of compensation relating to services performed during such Calendar Year, whether or not paid in such Calendar Year or included on a Federal Income Tax Form W-2 for such Calendar Year (except and to the extent otherwise required under any applicable Section 409A Requirements). The Committee from time to time may adopt and amend such rules and procedures as it deems appropriate to more particularly define or classify any particular Pay Type for further clarification in the administration of this Plan.

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“Permissible Change Election” means an election to change the time or form of payment of any benefit under the Plan that:

a)does not take effect until at least 12 months after the date on which such election to delay or change is made;

b)is made at least 12 months prior to the date previously scheduled for the payment affected thereby;

c)postpones the payment affected thereby for a period of not less than 5 years from the date when such payment otherwise would have been made; provided, however, that this restriction shall not apply in the case of a payment on account of a Disability, death or an Unforeseeable Emergency; and

d)does not accelerate the scheduled time for payment of any distribution, except as permitted under Section 409A Requirements.

For purposes of the foregoing, unless otherwise provided in the Adoption Agreement or otherwise required under applicable Section 409A Requirements, any distribution that a Participant elects to receive in a series of installments shall be treated as being a single payment on the date of the first installment of such series.

“Plan” means this Plan, as evidenced by the Adoption Agreement and this document, each as amended and in effect from time to time.

“Plan Year” means each Calendar Year except that the first Plan Year shall commence on the Effective Date of the Plan specified in the Adoption Agreement and end on December 31 of the same Calendar Year.

"Pre-Commencement Death Benefit" means the death benefit payable under Section 6.6.1.

"Post-Commencement Death Benefit" means the death benefit payable under Section 6.6.2.

“Record Keeper” means the party designated as the Record Keeper, as such designation may be amended from time to time in the discretion of the Committee. In the absence of any such designation, or should the Record Keeper be unable or unwilling to serve, the Company shall perform the duties of the Record Keeper under this Plan.

“Retirement” means the Termination of Employment of a Participant on or after such Participant’s Retirement Eligibility Date.

“Retirement Benefit” means the benefit set forth in Section 6.1.

“Retirement Eligibility Date” means the date when the Participant satisfies the requirements of Retirement Eligibility Date as designated in the Adoption Agreement.

“Section 409A” means Section 409A of the Code, as the same may be amended from time to time, and any successor statute thereto. References to Section 409A or any requirement under Section 409A, as the same may be interpreted, construed or applied to this Plan at any particular time, shall be deemed to mean and include, to the extent then applicable and then in force and effect (but not to the extent overruled, limited or superseded), published guidance, regulations, notices, rulings and similar announcements issued by the Internal Revenue Service or by the Secretary of the Treasury under or interpreting Section 409A, decisions by any court of competent jurisdiction involving a Participant or a beneficiary and any closing agreement made under §7121 of the Code that is approved by the Internal Revenue Service and involves a Participant, all as determined by the Committee in good faith, which determination may (but shall not be required to) be made in reliance on the advice of such tax counsel or other tax professional(s) with whom the Committee from time to time may elect to consult with respect to any such matter.

“Section 409A Discretionary Payment Period” means with respect to any designated payment date, the period during which payments will be treated as having been made upon such designated payment date under Treasury Regulation §1.409A-3(d), providing for payments to be treated as timely if made no earlier than thirty (30) days prior to such designated payment date and no later than the end of the Calendar Year in which such designated payment date occurs, or if later, by the 15th day of the third calendar month following such designated payment date.

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“Section 409A Requirement” means any requirement under Section 409A, the failure of which would result in the imposition or accrual of interest or additional taxes under Section 409A on or with respect to any income intended to be deferred under the Plan.

“Specified Employee” means, at any time when stock of the Company (or other Participating Employer as applicable) is publicly traded on an established securities market or otherwise (as determined in accordance with Section 409A Requirements), those service providers who are “specified employees” within the meaning of Section 409A. The determination shall be made consistent with all Section 409A Requirements as follows: (a) a key employee of the Company (within the meaning of Code Section 409A(a)(2)(B)) any stock of which is publicly traded on an established securities market or otherwise will be considered a key employee if the service provider meets the requirements of Code §416(i)(1)(A)(i),(ii) or (iii) (applied in accordance with the regulations thereunder and disregarding Code §416(i)(5)) at any time during the 12-month period ending on an Identification Date specified in the Adoption Agreement; (b) if a person is a key employee as of an Identification Date, the person is treated as a Specified Employee for the 12-month period beginning on the first day of the fourth month following the Identification Date; (c) if no alternative Identification Date is designated in the Adoption Agreement, the Identification Date shall be December 31. Whether any stock of the Company is publicly traded on an established securities market or otherwise must be determined as of the date of the Participant’s Separation from Service. The application of rules regarding “Specified Employees” to spinoffs and mergers and nonresident alien employees shall be determined pursuant to applicable guidance. It is the Company’s responsibility to elect which rules under Section 409A shall apply when determining who is a Specified Employee, to annually determine who are the Specified Employees, and to timely provide a list of Specified Employees to the Record Keeper.

“Termination Benefit” means the benefit set forth in Section 6.2.

“Termination”, “Termination of Employment” or "Separation from Service" shall be interpreted consistently with all Section 409A Requirements according to the following specifications:

(a)Employee. Any absence from service that ends the employment of an individual with the employer shall be deemed to be a Termination of Employment. However, the employment relationship is treated as continuing intact while the individual is on military leave, sick leave, or other bona fide leave of absence (such as temporary employment by the government) if the period of such leave does not exceed six months, or if longer, so long as the individual’s right to reemployment with the Company is provided whether by statute or by contract. If the period of leave exceeds six months and the individual’s right to reemployment is not provided either by statute or by contract, the employment relationship is deemed to terminate on the first date immediately following such six month period. The determination of whether an Employee has a Termination of Employment shall be determined pursuant to the Adoption Agreement and Treasury Regulation §1.409A-1(h). If the Adoption Agreement does not specify the percentage of average level of bona fide services to constitute a Termination of Employment, a Termination of Employment will occur once an Employee’s services decrease to 20% or less of the average level of bona fide services compared to services performed over the preceding 36 month period.

(b)Independent Contractor. An Independent Contractor is considered to have a Termination or Separation from Service upon (i) retirement as a director, or (ii) the expiration of the contract (or in the case of more than one contract, all contracts) under which services are performed if the expiration constitutes a good-faith and complete termination of the contractual relationship.

It is the Company's responsibility to determine whether there is a Termination of Employment/Separation from Service in accordance with Section 409A with respect to any Participant and to advise the Record Keeper accordingly.

“Unforeseeable Emergency” means, with respect to any particular Participant, (i) a severe financial hardship of such Participant resulting from an illness or accident suffered by such Participant, by such Participant’s spouse or by a dependent (within the meaning of §152 of the Code without regard to §152(b)(1), (b)(2) and (d)(1)(B) of the Code) of such Participant; (ii) a Participant's loss of property due to casualty; or (iii) other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant. It is the Company's responsibility to determine whether there is an

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Unforeseeable Emergency in accordance with Section 409A with respect to any Participant and to advise the Record Keeper accordingly.

* * * * * *

It is intended that the Plan shall conform with all applicable Section 409A Requirements. Accordingly, in interpreting, construing or applying any of the foregoing definitions or any of the terms, conditions or provisions of the Plan, the same shall be construed in such manner as shall meet and comply with Section 409A Requirements then applicable thereto, and in the event of any inconsistency with any Section 409A Requirements, the same shall be reformed so as to meet such Section 409A Requirements to the fullest extent then permitted without penalty (and without imposition or accrual of interest or additional taxes) under Section 409A.

ARTICLE 2

ELIGIBILITY AND PARTICIPATION

2.1 SELECTION. Participation in the Plan shall be limited to Eligible Employees, as determined by the Committee in its sole discretion. Any action so taken with respect to any particular Participant or group of Participants shall not imply a right on the part of any other Participant or group of Participants to enroll for or receive additional benefits or amounts of benefits. The Committee may terminate the right of any existing Participant to file additional Deferral Election Forms under this Plan, and shall terminate any such right for a Participant who ceases to be one of a select group of management or highly compensated employees, or otherwise ceases to meet any of the requirements applicable to participation in this Plan. The foregoing shall not be construed to permit the discretionary termination of a Deferral Election that has become irrevocable under the terms of the Plan.

2.2 ENROLLMENT. As a condition to participate, each Eligible Employee shall complete, execute and return to the Record Keeper a Participation Agreement, a Deferral Election Form and a Notional Investment Election Form within 30 days after he or she is selected to participate in the Plan. The Committee may establish from time to time such other enrollment requirements as it determines in its sole discretion are necessary, convenient or appropriate to carry out any of the purposes or intent of the Plan or to better assure the Plan’s compliance with Section 409A Requirements. Eligible Employees also shall submit to the Record Keeper a Beneficiary Designation Form, but receipt of the Beneficiary Designation Form within 30 days of eligibility shall not be a condition to enrollment in this Plan.

2.3 ELIGIBILITY. An Eligible Employee shall commence participation in the Plan as soon as practicable following the completion of the applicable enrollment period, assuming all enrollment requirements have been completed, including timely submission of all required enrollment documents to the Record Keeper; provided, however, that if an Eligible Employee is a former employee that has been rehired following a Termination of Employment or is a participant in another nonqualified deferred compensation plan aggregated with this Plan for purposes of Code Section 409A, such employee may not commence participation in the Plan until the first day of the following Plan Year. If an Eligible Employee fails to meet all such requirements within the period required in accordance with Section 2.2, that Eligible Employee shall not be eligible to participate in the Plan until the first day of the Plan Year following the delivery to and acceptance by the Committee (or its designee) of the required documents.

2.4 REHIRED EMPLOYEES. Except as otherwise required under Section 409A Requirements (or as otherwise approved by the Committee if permitted under Section 409A Requirements), a Participant who is rehired following a Termination of Employment will be treated as a new employee, without affecting or suspending any benefit payment resulting from any previous participation in this Plan or previous Termination of Employment, and without implying any right to participate further in this Plan as a result of his or her reemployment. Except as otherwise noted in the Adoption Agreement, if such former Participant is selected to become an Eligible Employee under the Plan following his or her rehiring, such Participant may not commence participation in the Plan until the first day of the Plan Year following his or her submission of all required enrollment documents to the Record Keeper, and for purposes of any applicable vesting, he or she shall be treated as a new employee and new enrollee based on his or her most recent date of hire and participation as a new Participant in this Plan.

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ARTICLE 3

CONTRIBUTIONS AND CREDITS

3.1 DEFERRAL AMOUNT. For each Plan Year, a Participant may elect to defer amounts of those Pay Type(s) designated in the Adoption Agreement, using a Deferral Election Form. Any deferral election shall be subject to such limits, rules and procedures from time to time established by the Committee prior to the applicable Plan Year. In no event will the Annual Deferral Amount or the Matching Contribution Amount (if any) for any Pay Type, or for all Pay Types combined, for any particular Participant exceed the maximum amounts permitted under any applicable law.

3.2 ELECTION TO DEFER.

3.2.1 FIRST PLAN YEAR. When a Participant first enrolls to participate in the Plan, except as otherwise provided in Section 2.4 above, the Participant shall make an irrevocable deferral election by completing a Deferral Election Form for the remainder of the Plan Year in which the Participant first enrolls, along with such other elections as the Committee deems necessary or desirable under the Plan. For these elections to be valid, the Election Form must be completed and signed by the Participant, timely delivered to the Record Keeper in accordance with Section 2.2 above and accepted by the Committee or its designee. Any election under this paragraph shall apply only on a prospective basis, and only with respect to compensation for services to be performed after the date when the election is made and final. To the extent that Bonus is included within the Pay Types available for deferrals under this Plan, such elections may include a pro-rata portion of the then-current Plan Year's Bonus, based on the number of days remaining in the applicable Bonus performance period after such election irrevocably takes effect, divided by the total number of days in said performance period. Despite the foregoing, if a Participant already is a participant under any other nonqualified account balance plan aggregated with this Plan under Code Section 409A, or if such Participant is subject to the terms of Section 2.4 above, then such Participant's first Deferral Election Form under this Plan shall contain elections only with respect to Plan Years beginning after the date when such Deferral Election Form is filed, in the same manner as contemplated for subsequent Plan Years in Section 3.2.2 below.

3.2.2 SUBSEQUENT PLAN YEARS. For each succeeding Plan Year, an irrevocable deferral election shall be made by completing a new Deferral Election Form for that Plan Year, and such other elections as the Committee deems necessary or desirable under the Plan, which elections shall be made by timely filing with the Committee or its designee, in accordance with its and the Committee's rules and procedures, before the end of the Plan Year preceding the Plan Year for which the election is made.

3.2.3 PERFORMANCE-BASED COMPENSATION. Despite the foregoing, in the case of any Performance-Based Compensation (defined below) based on services performed over a period of at least 12 consecutive months, such election may be made no later than 6 months before the end of such performance period. Amounts to be treated as “Performance-Based Compensation” under Section 3.2.3 of this Plan must meet the following criteria at the time the election is made:

(i)The performance period is at least 12 months in length

(ii)Such compensation has not become readily ascertainable. Compensation is readily ascertainable when the amount is first both calculable and substantially certain to be paid. The performance-based compensation is bifurcated between the portion that is readily ascertainable and the amount that is not readily ascertainable. Accordingly, in general any minimum amount that is both calculable and substantially certain to be paid will be treated as readily ascertainable;

(iii)The compensation must be contingent on the satisfaction of pre-established organizational or individual performance criteria (established in writing no later than 90 days after the beginning of the service period);

The term Performance-Based Compensation includes payments based upon subjective performance criteria, provided that the subjective performance criteria are bona fide and relate to

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the performance of the Eligible Employee, a group of employees that includes the Eligible Employee, or a business unit for which the Eligible Employee provides services (which may include the entire organization), and the determination that any subjective performance criteria have been met is not made by the Eligible Employee or a family member of the Eligible Employee (as defined in §267(c)(4) of the Code applied as if the family of an individual includes the spouse or any member of the family), or a person under the effective control of the Eligible Employee or such a family member, and no amount of the compensation of the person making such determination is effectively controlled in whole or in part by the Eligible Employee or such a family member.

It is the Company's responsibility to determine whether a Pay Type qualifies as Performance-Based Compensation in accordance with the foregoing requirements with respect to any Participant and to advise the Record Keeper accordingly.

1.2.4CHANGES. Deferral Election Forms filed prior to their applicable filing deadline hereunder may be changed, until such filing deadline occurs, by filing an updated or amended Deferral Election Form in accordance with the foregoing requirements.

3.3 WITHHOLDING OF ANNUAL DEFERRAL AMOUNTS. For each Plan Year, the Base Salary portion of the Annual Deferral Amount shall be withheld from each regularly scheduled Base Salary payroll in approximately equal amounts, as adjusted from time to time for increases and decreases in Base Salary, unless otherwise determined in the complete and sole discretion of the Committee. Deferrals of all other Pay Types that are included in the Annual Deferral Amount shall be withheld at the time each such Pay Type is or otherwise would be paid to the Participant, as determined in the complete and sole discretion of the Committee, whether or not this occurs during the Plan Year itself, subject to compliance with all applicable Section 409A Requirements.

3.3.1FINAL PAYROLL PERIOD. Compensation payable after the last day of the Plan Year solely for services performed during the payroll period containing the last day of the Plan Year (the final payroll period) is treated as compensation for services performed in the subsequent Plan Year in which the payment is made. This subsection does not apply to any Compensation paid during such period for services performed during any period other than such final payroll period, such as a payment of an annual bonus.

3.4 ANNUAL COMPANY MATCHING AMOUNT. If the Company shall elect in the Adoption Agreement to make Annual Company Matching Amounts, then in each Plan Year, for so long as a Participant remains actively employed by the Company or other Participating Employer and continues to be a Participant in this Plan, the Company shall credit to such Participant's Account an Annual Company Matching Amount, such amount to be calculated in the manner and on the Match Crediting Dates set forth in the Adoption Agreement, up to (and not exceeding) in each Plan Year the Matching Contribution Limit, if any, applicable thereto. Annual Company Matching Amounts shall be credited in each instance as of the applicable Match Crediting Date designated in the Adoption Agreement, such amounts to be determined by the Company as soon as practicable, but not later than 60 days after each applicable Match Crediting Date.

3.5 ANNUAL COMPANY DISCRETIONARY AMOUNTS. The Company, in its discretion, may credit additional amounts to the Company Discretionary Account of any Participant or group of Participants. No such contribution to a Participant or group of Participants shall imply any right on the part of other Participants to receive a similar contribution, nor are such contributions required to be uniform with respect to the Participants for whom they are made.

3.6 FICA/FUTA AND OTHER TAXES. For each Plan Year in which a Participant elects an Annual Deferral Amount, the Participant's Employer shall ratably withhold, from that portion of the Participant's wages, salary, bonus or other compensation that is not being deferred, the Participant's share of taxes under the Federal Insurance Contributions Act and the Federal Unemployment Tax Act ("FICA/FUTA Taxes") and any other taxes on deferred amounts which may be required or appropriate. If necessary, the Committee shall reduce the Annual Deferral Amount in order to comply with this paragraph. In addition, as balances with Company Matching Accounts and Company Discretionary Accounts, if any, become vested pursuant to Article 5, to the extent that such amounts are subject to FICA/FUTA Taxes or any other taxes, the Participant’s Employer shall withhold from the Participant’s wages, salary, bonus or other compensation for the year in which such vesting occurs the Participant’s share of FICA/FUTA taxes and such other taxes on the amounts that have vested in such year, all to the extent necessary and appropriate to satisfy such tax

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obligations. If necessary, the Committee shall reduce the Annual Deferral Amount for the year in which FICA/FUTA or other taxes are due or the Participant’s Account, if other payments or deferrals are insufficient, in order to comply with this paragraph.

3.7 FOR CAUSE TERMINATIONS. Despite anything to the contrary in this Plan, if the Committee in good faith determines that a Participant has caused or incurred a Termination of Employment for Cause, then such Participant's Company Discretionary Account and such Participant's Company Matching Account (including both vested and unvested balances thereof) automatically shall be forfeited in their entirety, subject to compliance with all applicable laws.

ARTICLE 4

ALLOCATION OF FUNDS

4.1 CREDITING/DEBITING OF ACCOUNT BALANCES. In accordance with, and subject to, the rules and procedures that are established from time to time by the Committee, in its sole discretion, amounts shall be credited or debited to a Participant's Account in accordance with this Article 4.

4.2 NOTIONAL INVESTMENT CALCULATIONS. The Committee shall designate in its sole discretion one or more Notional Investments to be used to calculate Notional Investment Adjustments to be credited or debited to Participants' Accounts, as if each Participant were making an actual investment in Notional Investments with his or her Account Balance. Notional Investments shall be used to calculate bookkeeping entries in each Participant's respective Account, and shall be utilized solely as a means to calculate and adjust Account Balances pursuant to this Plan. The Committee from time to time may delete, modify, substitute or otherwise change any Notional Investment under the Plan for any reason with respect to any future Account Balance calculations, and the Committee may impose such limits, rules and procedures governing the frequency, timing, methods and other matters pertaining to the calculation of Notional Investment Adjustments, and the use, effectiveness and application thereof, as the Committee from time to time may deem to be necessary, convenient or appropriate for purposes of administering the Plan.

4.3 ELECTION OF NOTIONAL INVESTMENTS. If the Committee shall approve more than one Notional Investment to be used with respect to any Plan Year, then each Participant shall elect, on a Notional Investment Election Form duly filed with the Record Keeper for such Plan Year, one or more Notional Investment(s) to be used to calculate the Notional Investment Adjustments to be credited or debited, as the case may be, to his or her Account under this Article 4. Each Participant shall specify, on each Notional Investment Election Form, the portions of his or her Account to be allocated to one or more Notional Investments, as if the Participant was making an actual investment in that Notional Investment with that portion of his or her Account Balance. The Committee may impose such limits, rules and procedures governing the frequency of permitted changes, timing of effectiveness, minimum and maximum amounts (if any) and other matters pertaining to Notional Investments, and the use, effectiveness and application thereof, as the Committee from time to time may deem to be necessary, convenient or appropriate for purposes of administering the Plan, including the designation of a default option in the event a Participant fails to make a valid election.

4.4 CREDITING OR DEBITING METHOD. The Participant's Account will be credited or debited, as the case may be, with the increase or decrease in the performance of each Notional Investment selected by the Participant, as though the portion of the Participant's Account Balance then was actually invested in the Notional Investments selected by the Participant, in the percentages (if more than one Notional Investment is available under this Plan) then applicable to each portion of the Participant's Account. The value of each Notional Investment shall be calculated under the Plan as of the close of business on the business day when the published or calculated value of such Notional Investment becomes effective generally, but not more frequently than once per business day. The Committee from time to time may specify such times, frequencies, methods, rules and procedures for calculating the value of any particular Notional Investment (for example, specifying that interest on money market funds shall be calculated and credited on a monthly basis).

4.5 NO ACTUAL INVESTMENT. Notwithstanding any other provision of this Plan that may be interpreted to the contrary, each Notional Investment is to be used for measurement purposes only. A Participant's election of any Notional Investment(s), the allocation of any portion of his or her Account thereto and the use of any Notional Investment(s) to calculate any Notional Investment Adjustment in value to be credited or debited to

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his or her Account shall not be considered or construed in any manner as an actual investment of his or her Account in any such Notional Investment. In the event that the Company, in its own discretion, decides to invest funds in any or all of the Notional Investments, no Participant shall have any rights or interests in or to any such investment. Without limiting the foregoing, a Participant's Account Balance shall at all times be a bookkeeping entry only, and shall not represent any actual investment made on his or her behalf by the Company. The Participant at all times shall remain an unsecured creditor of the Company.

ARTICLE 5

VESTING

5.1 VESTING OF BENEFITS. The Participant's Account Balance attributable to his or her Deferral Accounts, and Notional Investment Adjustments thereto, will always be 100% vested. Subject to Section 3.7, credits to each Participant's Company Matching Accounts, and Notional Investment Adjustments thereto, and credits to each Participant's Company Discretionary Accounts, and Notional Investment Adjustments thereto, will be vested in accordance with the provisions set forth in the Adoption Agreement.

ARTICLE 6

DISTRIBUTION OF BENEFITS

6.1 RETIREMENT BENEFIT. If a Participant shall remain (other than for intervening authorized leaves of absence) an active employee of the Company or any Affiliate until such Participant’s Retirement Eligibility Date, then upon such Participant's Retirement, the Company shall pay to such Participant a Retirement Benefit to be calculated and paid in accordance with the Adoption Agreement and the terms and conditions of this Plan.

6.2 TERMINATION BENEFIT. In the event of a Participant's Termination of Employment, either voluntarily or involuntarily the Company shall pay to the Participant a Termination Benefit to be calculated and paid in accordance with the Adoption Agreement and the terms and conditions of this Plan.

6.3 DISABILITY BENEFIT. In the event of a Participant's Disability, then upon such Participant's Disability, the Company shall, to the extent consistent with the Participant’s Deferral Election Form, pay to such Participant a Disability Benefit subject to the terms and conditions of this Plan and the Adoption Agreement. In the event of a Participant's Disability, to the extent permitted under applicable Section 409A Requirements, all deferrals following the date of Disability will cease. The Committee may require, as a condition to any right or action under this paragraph, that the Participant be examined by a duly licensed physician selected by the Company to determine or confirm the existence of such Participant's Disability.

6.4 CHANGE IN CONTROL DISTRIBUTION. If the Adoption Agreement allows for a Change in Control Distribution then in the event of a Change in Control, the Company shall, to the extent consistent with the Participant’s Deferral Election Form, pay to the Participant a Change in Control Distribution to be calculated and paid in accordance with the terms and conditions of this Plan as specified in the Adoption Agreement.

6.5 IN-SERVICE DISTRIBUTIONS. If the Adoption Agreement allows for In-Service Distributions under this Plan, then a Participant may allocate in the Deferral Election Form a portion of his or her Account Balance to be paid as a scheduled In-Service Distribution, such payment to be made at a date designated on the form in accordance with the limits defined in the Adoption Agreement. The In-Service Distribution shall be calculated and paid in accordance with the Adoption Agreement and the terms and conditions of this Plan. Despite the foregoing, if another distribution event occurs that would result in the payment of any benefit prior to an In-Service Distribution, then such other form of benefit shall be paid in lieu of such In-Service Distribution. A Participant may elect to delay the scheduled time for payment of an In-Service Distribution under this paragraph, but only if such election constitutes a Permissible Change Election. If any amount of the Account Balance that has been designated for an In-Service Distribution shall be unvested at the time an In-Service Distribution is scheduled to occur, such unvested amount instead shall remain in such Participant's Account, to be included, when and if it vests, with other amounts payable by reason of the Participant's Separation from Service.

6.6 DEATH BENEFIT

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6.6.1 PRE-COMMENCEMENT DEATH BENEFIT. If a Participant dies prior to the commencement of his or her Separation from Service payment then the Company shall pay the Participant’s vested Account Balance as a Pre-Commencement Death Benefit to such Participant's Beneficiary subject to the terms and conditions of this Plan and the Adoption Agreement.

6.6.2 POST COMMENCEMENT DEATH BENEFIT. If a Participant dies after the commencement of his or her Separation from Service payment then the Company shall pay the Participant’s vested Account Balance as a Post-Commencement Death Benefit to such Participant’s Beneficiary subject to the terms and conditions of this Plan and the Adoption Agreement.

6.7 SUPPLEMENTAL DEATH BENEFIT. If specified in the Adoption Agreement, in the event that a Participant dies while actively employed by the Company or an Affiliate, in addition to the Participant’s vested Account Balance, the Company may pay an extra amount (a “Supplemental Death Benefit”) to such Participant’s Beneficiary, provided, however, that (a) the Company subsequently may elect to amend, revoke or eliminate any such Supplemental Death Benefit at any time in its discretion prior to the Participant’s death, by giving notice of such subsequent election to such Participant, (b) the Company shall have no obligation to specify any Supplemental Death Benefit with respect to any Participant, regardless of whether the Company has elected to specify any Supplemental Death Benefit with respect to any other Participant or group of participants, and (c) no Supplemental Death Benefit shall be paid with respect to a Participant if such Participant’s death occurs as a result of suicide during the twenty-four (24) calendar months beginning with the calendar month following commencement of a Participant’s enrollment in this Plan or if such Participant has made a material misrepresentation in any form or document provided by the Participant to or for the benefit of the Company or in connection with the administration of this Plan. The Committee may impose such conditions on its approval of any Supplemental Death Benefit as the Committee from time to time may elect, including without limitation requirements that the Participant consent to the Company’s purchase and ownership of insurance on his or her life (and to the naming of the Company and/or its designees as a beneficiary on any such policy), that the Participant complete an application for life insurance and submit to medical examinations relating to the underwriting of any such insurance policy, and that any such policy be underwritten and issued on terms satisfactory to the Committee. In the event that the service of the Participant is terminated by the applicable Employer for any reason other than his or her death, any right to a Supplemental Death Benefit shall thereupon terminate, and neither the Company nor the Participating Employer shall have any further obligation under this section.

6.8 PAYMENTS. A Participant's vested Account Balance shall be distributed in one or more annual installments as set forth in the Participant’s Deferral Election Form, in accordance with definitions and subject to limitations set forth in the Adoption Agreement. The amount shall be calculated by taking the amount of the Participant's vested Account Balance divided by the total number of installments (in the case of a lump sum distribution, divided by one). This amount to be valued as of the end of the day (the "Valuation Date") that is the date of the event giving rise to the distribution or such other date as reasonably determined by the Committee; provided, however, that in the case of a Specified Employee's Separation from Service, to the extent required by Section 409A, the Valuation Date for payments that would have otherwise been paid during the first six months after Separation from Service shall be delayed for a minimum of six months following Separation from Service. Payments shall be made as soon as practicable, but, in any event, within 60 days after the Valuation Date (extended, in the case of Disability or Death, by such reasonable period of time as the Committee may require to confirm the existence of such Disability or Death within the Section 409A Discretionary Payment Period). If there shall be more than one installment to be paid, then each subsequent installment shall be calculated on the anniversary of the Valuation Date (not including the six month delay for Specified Employees), by taking the Participant's Account Balance as of the close of business on such anniversary, and dividing such amount by the number of installments then remaining, with payment to be made as soon as practical, but in any event within 60 days of said anniversary. The final installment payment shall be equal to the remaining Account Balance of the Participant. In no event shall the amount of any lump sum or installment payment to a Participant exceed the remaining vested Account Balance of such Participant. For purposes of the foregoing, unless otherwise provided in the Adoption Agreement or otherwise required under applicable Section 409A Requirements, any distribution that a Participant elects to receive in a series of installments shall be treated as being a single payment on the date of the first installment of such series.

6.9 NO ACCELERATION; CHANGES; CERTAIN DELAYS. The time or schedule for payment of any distribution under the Plan may not be accelerated, except as set forth in this Plan and as permitted under applicable Section 409A Requirements. No election may be made to change the time or form of payment of any

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distribution under this Plan, or any installment thereof, except for a Permissible Change Election. Despite the foregoing, to the extent consistent with applicable Section 409A Requirements, the Committee may elect to delay payment of any benefit hereunder if such benefit would be fully or partially non-deductible under §162(m) of the Code, would violate securities laws, or if there is a bona fide payment dispute (but only if the applicable Participant or Beneficiary is diligently attempting to collect the applicable benefit and does not control the Company or the Committee, or control the Company's or the Committee's decisions with respect thereto); and to the extent permitted under Section 409A Requirements, the time or schedule of payment of a benefit hereunder may be accelerated:

6.9.1 to the extent that such benefit (or this Plan as it pertains thereto in the case of any particular Participant) fails to meet Section 409A Requirements, but only in an amount equal to the amount required to be included in income as a result of the failure to comply with Section 409A Requirements;

6.9.2 for payment to an individual other than a Participant, to the extent necessary to fulfill a domestic relations order as provided in Section 11.6;

6.9.3 to pay Federal Insurance Contributions Act tax imposed under §3101, §3121(a) and §3121(v)(2) of the Code, where applicable, on compensation deferred under this Plan (hereinafter, the "FICA Amount"), or to pay the income tax at source on wages imposed under §3401 of the Code or the corresponding withholding provisions of applicable state, local or foreign tax laws as a result of the payment of the FICA Amount, and to pay additional income tax at source on wages attributable to the pyramiding §3401 wages and taxes, but not in excess of the FICA Amount and the income tax withholding related to such FICA Amount; or

6.9.4 as more particularly provided in Section 6.10, Article 7 or Section 11.8.

6.10 DE MINIMIS AMOUNTS. Notwithstanding any other provisions of this Plan to the contrary, the Company may distribute a Participant’s vested Account Balance in a lump sum at any time if the balance does not exceed the then current limit (as indexed) under §402(g)(1)(B) of the Code and results in the termination of the Participant’s entire interest in this Plan and all other similar plans in compliance with all Section 409A Requirements.

6.11 NO DUPLICATION OF BENEFITS. This Plan is intended to provide benefits based on a Participant's Account Balance, subject to the terms and conditions hereof. Nothing in this Plan shall be construed to express or imply the right of any Participant to receive, or to have his or her Beneficiary(ies) receive, benefits in amounts exceeding in the aggregate his or her vested Account Balance, except as may be provided in Section 6.7 as a Supplemental Death Benefit.

6.12 DATE OF PAYMENT. The timing of payment hereunder shall in all events comply with all Code Section 409A Requirements. All designated payment events shall be interpreted so as to be limited to permissible payment events under Code Section 409A. Any discretion exercised by the Committee with respect to the timing of payments hereunder shall come within the Section 409A Discretionary Payment Period.

6.13 TAX WITHHOLDING AND REPORTING. The Company shall have the right to deduct any required withholding taxes from any payment made under this Plan.

ARTICLE 7

UNFORESEEABLE EMERGENCIES

7.1 APPLICATION FOR HARDSHIP DISTRIBUTION OR DEFERRAL ELECTION TERMINATION. In the event that any Participant incurs an Unforeseeable Emergency, if consistent with applicable Section 409A Requirements, such Participant may apply to the Committee for a Hardship Distribution in the form of (i) cancellation of existing Annual Deferral Amount elections for Pay Types not yet earned by such Participant, and (ii) to the extent cancellation of all such elections is insufficient to satisfy the needs resulting from such Unforeseeable Emergency, an accelerated payment (“Hardship Distribution”) of some or all of such Participant’s vested Account Balance. The Committee shall consider the circumstances of each such case, and the best interests of the Participant and his or her family, and shall have the right, in its sole discretion, to allow such application, in full or in part, or to refuse to make a Hardship Distribution. In the event that any

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Participant receives a distribution from a plan due to an unforeseeable emergency or a hardship pursuant to Treasury Regulation §1.401(k)-1(d)(3) (or successor regulation thereto, to the extent recognized for these purposes under Section 409A Requirements), such Participant’s existing Annual Deferral Amount elections for Pay Types not yet earned by such Participant shall be cancelled for the remainder of the Plan Year.

7.2 AMOUNT OF DISTRIBUTION. In no event shall the amount of any Hardship Distribution payment exceed the lesser of: (a) the Participant's vested Account Balance, or (b) the amount determined by the Committee to be necessary to alleviate the hardship, including any taxes payable by the Participant as a result of receiving such Hardship Distribution, and which is not reasonably available from other resources of the Participant, including reimbursement or compensation from insurance or otherwise, by liquidation of the Participant's assets (unless liquidation of such assets would cause severe financial hardship) or by cessation of deferrals under this Plan or other nonqualified plans in which such Participant participates, all in a manner consistent with any applicable Section 409A Requirements.

7.3 RULES ADOPTED BY COMMITTEE. The Committee shall have the authority to adopt additional rules and procedures relating to Hardship Distributions. The request to take a Hardship Distribution shall be made by filing a form provided by and filed with the Committee and shall be accompanied by appropriate documentation evidencing the existence and extent of the hardship consistent with Section 409A Requirements.

ARTICLE 8

BENEFICIARY DESIGNATION

8.1 BENEFICIARY. Each Participant shall have the right, at any time, to designate his or her Beneficiary(ies) (both primary as well as contingent) to receive any benefit under this Plan after the Participant's death. The Beneficiary designated under this Plan may be the same as or different from the beneficiary designation under any other plan of the Company in which the Participant participates.

8.2 BENEFICIARY DESIGNATION; CHANGE; SPOUSAL CONSENT. A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary Designation Form and returning it to the Record Keeper. A Participant shall have the right to change a Beneficiary by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the Committee's rules and procedures, as in effect from time to time. If the Participant names someone other than his or her spouse as a Beneficiary, then to the extent required by applicable law, a spousal consent, in the form designated by the Committee, must be signed by that Participant's spouse and returned to the Record Keeper. The Committee and the Record Keeper shall be entitled to rely on the last Beneficiary Designation Form filed by the Participant and accepted by the Committee prior to his or her death.

8.3 ACKNOWLEDGEMENT. No designation or change in designation of a Beneficiary shall be effective until received and accepted by the Committee.

8.4 NO BENEFICIARY DESIGNATION. If a Participant fails to designate a Beneficiary as provided above, or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a Beneficiary shall be payable to the Participant's estate.

8.5 DOUBT AS TO BENEFICIARY. If the Record Keeper has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan, the Committee shall have the right, exercisable in its discretion, to cause the Company to withhold such payments until this matter is resolved to the Committee's satisfaction.

8.6 DISCHARGE OF OBLIGATION. The payment of benefits under the Plan to a Beneficiary shall fully and completely discharge the Company and the Committee from all further obligations under the Plan with respect to the Participant, and that Participant's Participation Agreement shall terminate upon such full payment of benefits.

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ARTICLE 9

MANAGEMENT AND ADMINISTRATION OF THIS PLAN

9.1 THE COMMITTEE.

9.1.1 The Committee shall be responsible for the management, operation and administration of the Plan, and for processing claims under Article 10 of this Plan. The Committee shall administer the Plan in accordance with its terms and shall have the discretion, power and authority to determine all questions arising in connection with the administration, interpretation and application of the Plan. Any such determination shall be conclusive and binding upon all persons. The Committee shall have all powers necessary or appropriate to accomplish its duties under the Plan. The Committee from time to time may employ others to render advice with regard to its responsibilities under this Plan and to perform services under this Plan, including the services contemplated to be performed by the Record Keeper. The Committee may also allocate its responsibilities to others and may exercise any other powers necessary for the discharge of its duties.

9.1.2 No member of the Committee will have any right to vote or decide upon any matter relating solely to such member under the Plan or to vote in any case in which such member’s individual right to claim any benefit under the Plan is particularly involved. In any case in which a Committee member is so disqualified to act and a majority of the remaining members cannot agree, the Company’s Board of Directors will appoint a temporary substitute member to exercise all the powers of the disqualified member concerning the matter in which such member is disqualified.

9.2 INFORMATION FROM COMPANY. The Company and each Affiliate shall supply full and timely information to the Committee and the Record Keeper on all matters as may be required properly to administer the Plan. The Committee and the Record Keeper may rely upon the correctness of all such information as is so supplied and shall have no duty or responsibility to verify such information. The Committee and the Record Keeper shall also be entitled to rely conclusively upon all tables, valuations, certifications, opinions and reports furnished by any actuary, accountant, controller, counsel or other person employed or engaged by or on behalf of the Company or the Committee with respect to the Plan.

9.3 INDEMNIFICATION. The Company, to the fullest extent permitted by applicable law, shall indemnify and hold harmless the members of the Committee, the Record Keeper and their respective employees, officers, directors, partners, agents, affiliates and representatives, from and against any and all claims, losses, liabilities, costs, damages and expenses (including without limitation reasonable attorneys' fees) arising from any action or failure to act with respect to this Plan on account of such party's services hereunder, except in the case of gross negligence or willful misconduct.

9.4 SECTION 409A COMPLIANCE. The Company intends that this Plan will be established, construed, administered and applied in compliance with all Section 409A Requirements, but in light of uncertainty with respect to such requirements and limits, the Company reserves the right to unilaterally interpret or amend the Plan and/or any Participation Agreement or Deferral Election Form without the consent of the Participants and to take any actions that may be appropriate to comply with the Section 409A Requirements.

ARTICLE 10

CLAIMS PROCEDURES

10.1 PRESENTATION OF CLAIM. A Participant or a Participant’s Beneficiary after a Participant’s death (such Participant or Beneficiary being referred to below as a “Claimant”) may deliver to the Committee a written claim for a determination under this Article with respect to the amounts distributable to such Claimant. The claim must state with particularity the determination desired by the Claimant. If the claim relates to disability benefits, the Committee shall ensure that all claims and appeals for disability benefits are adjudicated in a manner designed to ensure the independence and impartiality of the persons involved in making the decision.

10.2 NOTIFICATION OF DECISION. The Committee shall consider a Claimant’s claim within a reasonable time, but no later than ninety (90) days after receiving the claim. If the Committee determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be

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furnished to the Claimant prior to the termination of the initial ninety (90) day period. In no event shall such extension exceed a period of ninety (90) days from the end of the initial period. Notwithstanding the forgoing, if the claim relates to a Disability determination the decision shall be rendered within forty-five (45) days which may be extended up to an additional thirty (30) days if due to matters beyond the control of the Plan, the Committee needs additional time to process a claim, which may be further extended up to an additional thirty (30) days if due to matters beyond the control of the Plan, the Committee needs additional time to process a claim. The extension notice shall indicate the special circumstances requiring an extension of time, the date by which the Committee expects to render the benefit determination, the standards on which entitlement to a disability benefit is based, the unresolved issues that prevent a decision on the claim and the additional information needed from the Claimant to resolve those issues, and the Claimant shall be afforded at least forty-five (45) days within which to provide the specified information. The Committee shall notify the Claimant in writing either that the Claimant’s request has been allowed in full or denied in part or in full. In the case of an adverse benefit determination with respect to Disability benefits, on the basis of the Committee’s independent determination of the Participant’s disability status, the Committee will provide a notification in a culturally and linguistically appropriate manner (as described in Department of Labor Regulation Section 2560.503-1(o)). If the Committee has reached a conclusion contrary, in whole or in part, to the Claimant’s requested determination, and such notice must set forth in a manner calculated to be understood by the Claimant:

(i) the specific reason(s) for the denial of the claim, or any part of it;

(ii) specific reference(s) to pertinent provisions of this Plan upon which such denial was based;

(iii) a description of any additional material or information necessary for the Claimant to perfect the claim, and an explanation of why such material or information is necessary;

(iv) notice that the Claimant has a right to request a review of the claim denial and an explanation of the claim review procedure and the time limits applicable to such procedures set forth in Section 10.3 below;

(v) a statement of the Claimant’s right to bring a civil action under ERISA §502(a) following an adverse benefit determination on review, and a description of any time limit that applies under the Plan for bringing such an action; and

(vi) in addition, with respect to a claim that related to Disability benefits:

(a) a discussion of the decision, including an explanation or basis for disagreeing with or not following:

(1) the views presented by the Claimant of health care professionals treating the Claimant and vocational professionals who evaluated the Claimant;

(2) the views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a Claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and

(3) a disability determination regarding the Claimant presented by the Claimant made by the Social Security Administration.

(b) if the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the Claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request;

(c) either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse determination or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria of the Plan do not exist; and

(d) a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits. Whether a document, record, or other information is relevant to a claim for benefits shall be determined by Department of Labor Regulation Section 2560.503-1(m)(8).

10.3 REVIEW OF A DENIED CLAIM. On or before sixty (60) days after receiving a notice from the Committee that a claim has been denied, in whole or in part, (1ays in the case of a Disability claim) a Claimant (or the

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Claimant’s duly authorized representative) may file with the Company a written request for a review of the denial of the claim. The Claimant (or the Claimant’s duly authorized representative):

10.3.1 may, upon request and free of charge, have reasonable access to, and copies of, all documents, records and other information relevant to the claim for benefits;

10.3.2 may submit written comments or other documents; and/or

10.3.3 may request a hearing, which the Company, in its sole discretion, may grant.

10.3.4 If the initial claim is for disability benefits, and the claim requires an independent determination by the Committee of a Participant’s Disability status, and the Committee denies the claim, in whole or in part, the Claimant shall have the opportunity for a full and fair review by the Committee of the denial, as follows:

(i) Prior to such review of the denied claim, the Claimant shall be given, free of charge, any new or additional evidence considered, relied upon, or generated by the Plan, insurer, or other person making the benefit determination in connection with the claim, or any new or additional rationale, as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided, to give the Claimant a reasonable opportunity to respond prior to that date.

(ii) The Committee shall respond in writing to such Claimant within forty-five (45) days after receiving the request for review. If the Committee determines that special circumstances require additional time for processing the claim, the Committee can extend the response period by an additional forty-five (45) days by notifying the Claimant in writing, prior to the end of the initial 45-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Committee expects to render its decision.

(iii) The Claimant shall be given the opportunity to submit issues and written comments to the Committee, as well as to review and receive, without charge, all relevant (as defined in applicable ERISA regulations) documents, records and other information relating to the claim. The reviewer shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim regardless of whether the information was submitted or considered in the initial benefit determination.

(iv) In considering the review, the Committee shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. Additional considerations shall be required in the case of a claim for disability benefits. For example, the claim will be reviewed by an individual or committee who did not make the initial determination that is subject of the appeal, nor by a subordinate of the individual who made the determination, and the review shall be made without deference to the initial adverse benefit determination. If the initial adverse benefit determination was based in whole or in part on a medical judgment, the Committee will consult with a health care professional with appropriate training and experience in the field of medicine involving the medical judgment. The health care professional who is consulted on appeal will not be the same individual who was consulted during the initial determination or the subordinate of such individual. If the Committee obtained the advice of medical or vocational experts in making the initial adverse benefits determination (regardless of whether the advice was relied upon in making the adverse benefit determination), the Committee will identify such experts.

10.4 DECISION ON REVIEW. The review committee appointed by the Company shall render a decision on review promptly, and no later than sixty (60) days after the Company receives the Claimant’s written request for a review of the denial of the claim (45 days in the case of a Disability claim). If the Company determines that special circumstances require an extension of time for processing the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the initial sixty (60) day period. In no event shall such extension exceed a period of sixty (60) days from the end of the initial period (45 days in the case of a Disability claim). The extension notice shall indicate the special circumstances requiring an extension of time and the date by which the Company expects to render the benefit determination. In

18

rendering its decision, the Company shall take into account all comments, documents, records and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. In the case of an adverse benefit determination with respect to disability benefits, on the basis of the Committee’s independent determination of the Participant’s disability status, the Committee will provide a notification in a culturally and linguistically appropriate manner (as described in Department of Labor Regulation Section 2560.503-1(o)). The decision must be written in a manner calculated to be understood by the Claimant, and it must contain:

10.4.1 specific reasons for the decision;

10.4.2 specific reference(s) to the pertinent provisions of this Plan upon which the decision was based;

10.4.3 a statement that the Claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the Claimant’s claim for benefits; and

10.4.4 a statement describing any voluntary appeal procedures offered by the Plan and the Claimant’s right to obtain the information about such procedures;

10.4.5 a statement of the Claimant’s right to bring a civil action under ERISA Section 502(a) which shall describe any applicable contractual limitations period that applies to the Claimant’s right to bring such an action, including the calendar date on which the contractual limitations period expires for the claim;

10.4.6 a discussion of the decision, including an explanation of the basis for disagreeing with or not following:

(i) the views presented by the Claimant of health care professionals treating the Claimant and vocational professionals who evaluated the Claimant;

(ii) the views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a Claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and

(iii) a disability determination regarding the Claimant presented by the Claimant made by the Social Security Administration.

10.4.7 If the adverse benefit determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the Claimant’s medical circumstances, or a statement that such explanation will be provided free of charge upon request; and

10.4.8 Either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse determination or, alternatively, a statement that such rules, guidelines, protocols, standards or other similar criteria of the Plan do not exist.

10.5 FAILURE OF PLAN TO FOLLOW PROCEDURES. In the case of a claim for Disability benefits, if the Plan fails to strictly adhere to all the requirements of this claims procedure with respect to a disability claim, the Claimant is deemed to have exhausted the administrative remedies available under the Plan, and shall be entitled to pursue any available remedies under ERISA Section 502(a) on the basis that the Plan has failed to provide a reasonable claims procedure that would yield a decision on the merits of the claim, except where the violation was: (a) de minimis; (b) non-prejudicial; (c) attributable to good cause or matters beyond the Plan’s control; (d) in the context of an ongoing good-faith exchange of information; and (e) not reflective of a pattern or practice of noncompliance. The Claimant may request a written explanation of the violation from the Plan, and the Plan must provide such explanation within ten (10) days, including a specific description of its basis, if any, for asserting that the violation should not cause the administrative remedies to be deemed exhausted. If a court rejects the Claimant’s request for immediate review on the basis that the Plan met the standards for the exception, the claim shall be considered as re-filed on appeal upon the Plan’s

19

receipt of the decision of the court. Within a reasonable time after the receipt of the decision, the Plan shall provide the claimant with notice of the resubmission.

ARTICLE 11

MISCELLANEOUS

11.1 TRUST. Except as set forth below, nothing contained in this Plan, nor any action taken pursuant to its provisions by any person, shall create, or be construed to create, a trust of any kind, or a fiduciary relationship between the Company and any other person. Despite the foregoing, if the Company, pursuant to the Adoption Agreement or otherwise, elects to establish a grantor trust for the purpose of holding any assets intended to fund the payment of any benefits under this Plan, the Company shall have no obligation to make any contributions or deposits into such trust and all assets of such trust shall remain subject to the claims of the Company's creditors generally in the event of any insolvency or bankruptcy of the Company, and except as permitted under applicable Section 409A Requirements, no such assets shall be located outside of the United States of America. No trust or restriction shall be imposed on any assets intended to fund the payment of any benefits under this Plan as a result of any change in Company's financial health. The creation of any trust shall not relieve the Company of its obligations under this Plan.

11.2 NO RIGHT TO COMPANY ASSETS UNSECURED CLAIM. Payments to any Participant or Beneficiary hereunder shall be made from assets which shall continue, for all purposes, to be part of the general, unrestricted assets of the Company. No person shall have any interest in any such asset by virtue of any provision of this Plan. The Company's obligation hereunder shall be an unfunded and unsecured promise to pay money in the future. To the extent that any person acquires a right to receive payments from the Company under the provisions hereof, such right shall be no greater than the right of any unsecured general creditor of the Company; no such person shall have or acquire any legal or equitable right, interest or claim in or to any property or assets of the Company.

In the event that, in its discretion, the Company purchases an insurance policy or policies insuring the life of a Participant or any other property, to allow the Company to recover or meet the cost of providing benefits, in whole or in part, hereunder, no Participant or Beneficiary shall have any rights whatsoever therein or in the proceeds therefrom. The Company shall be the sole owner and beneficiary of any such insurance policy or property and shall possess and may exercise all incidents of ownership therein.

11.3 CAPTIONS. The captions of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

11.4 FURNISHING INFORMATION. Each Participant and his or her Beneficiary(ies) shall cooperate with the Committee and the Record Keeper by furnishing any and all information requested by the Committee or the Record Keeper and take such other actions as may be requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including but not limited to taking such physical examinations as the Committee may deem necessary.

11.5 NO CONTRACT OF EMPLOYMENT. Nothing contained herein shall be construed to be a contract of employment for any term of years, nor as conferring upon any Participant the right to continue to be employed by the Company or any Affiliate in his or her present capacity or in any capacity. It is expressly understood that this Plan relates to the payment of deferred compensation for each Participant's services, and is not intended to be an employment contract.

11.6 BENEFITS NOT TRANSFERABLE. No Participant or beneficiary under this Plan shall have any power or right to transfer, assign, anticipate, hypothecate or otherwise encumber any part or all of the amounts payable hereunder. No such amounts shall be subject to seizure by any creditor of any such Participant or Beneficiary, by a proceeding at law or in equity, nor shall such amounts be transferable by operation of law in the event of bankruptcy, insolvency or death of the Participant or Beneficiary. Any such attempted assignment shall be void.

The interest in the benefits hereunder of a spouse of a Participant who predeceases the Participant shall automatically pass to the Participant and shall not be transferable by such spouse in any manner, including but not limited to such spouse's will, nor shall such interest pass under the laws of intestate succession.

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Notwithstanding the foregoing, to the extent necessary to comply with the terms of a "domestic relations order" (as defined in §414(p)(1)(B) of the Code) the Committee may cause all or a portion of a Participant's Account balance to be segregated into a sub-Account for the benefit of the Participant's spouse, child or other dependent identified in such order as the alternative payee and give such alternative payee (or their legal representative if such alternative payee is incompetent or a minor), as applicable (i) the same Notional Investment alternatives as are available to the Participant under the Plan with respect to such sub-Account until distributed, and (ii) the same distribution form and timing options as are available to the Participant under the Plan or an immediate lump sum payment, all as directed by the domestic relations order and subject to compliance with Code Section 409A Requirements.

11.7 SUCCESSORS. The provisions of this Plan shall bind and inure to the benefit of the Participant's employer and its successors and assigns and the Participant and the Participant's designated Beneficiaries.

11.8 AMENDMENT AND TERMINATION. To the extent consistent with Section 409A Requirements, this Plan may be amended or terminated by the Company at any time, without notice to or consent of any person, pursuant to resolutions adopted by the Company. Any such amendment or termination shall take effect as of the date specified therein and, to the extent permitted by law and Section 409A Requirements, may have retroactive effect. However, no such amendment or termination shall reduce the vested balance then credited to the Participant's Account Balance under Article 4.

The Company and each Participating Employer reserve the right to terminate its participation in this Plan. Except as otherwise provided below, the termination of the Plan shall not affect the distribution provisions in effect for the Accounts maintained under the Plan, and all amounts deferred prior to the date of any such Plan termination shall continue to become due and payable in accordance with the distribution provisions in effect immediately prior to such Plan termination. Payment of the Account Balances may be accelerated upon Plan termination and liquidation of the Plan only in compliance with all Section 409A Requirements as then in effect. Section 409A regulations currently permits acceleration of distributions under the following circumstances:

11.8.1 Dissolution/Bankruptcy. The Plan may be terminated and liquidated within 12 months of a corporate dissolution taxed under Code §331, or with the approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participants’ gross incomes in the latest of:

(i)The calendar year in which the plan termination and liquidation occurs

(ii)The calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or

(iii)The first calendar year in which the payment is administratively practicable.

11.8.2 Change in Control. The Plan may be terminated and liquidated pursuant to irrevocable action taken by the Company within the 30 days preceding or the 12 months following a change in control event (as defined in Treasury Regulation §1.409A-3(i)(5)). For purposes of this subsection, an arrangement will be treated as terminated only if all substantially similar agreements, methods, programs, and other arrangements sponsored by the Company immediately after the time of the change in control event with respect to which deferrals of compensation are treated as having been deferred under a single plan under Treasury Regulation §1.409A-1(c)(2) are terminated and liquidated with respect to each participant that experienced the change in control event, so that under the terms of the termination and liquidation all such participants are required to receive all amounts of compensation deferred under the terminated agreements, methods, programs, and other arrangements within 12 months of the date the Company irrevocably takes all necessary action to terminate and liquidate the agreements, methods, programs, and other arrangements.

11.8.3Termination of All Plans. The Plan may be terminated and liquidated at any time provided that:

(i)The termination and liquidation does not occur proximate to a downturn in the financial health of the Company or applicable Participating Employer.

(ii)All agreements, methods, programs, and other arrangements sponsored by the Company that would be aggregated with any terminated and liquidated agreements, methods, programs, and

21

other arrangement under Treasury Regulation §1.409A-1(c) if the same Participant had deferrals of compensation under all of the agreements, methods, programs, and other arrangements that are terminated and liquidated;

(iii)No payments are made other than payments that would be payable under the terms of the plans if the termination and liquidation had not occurred are made within 12 months of the termination date;

(iv)All payments are made within 24 months of the date the Company takes all necessary action to irrevocably terminate and liquidate the plan; and

(v)The Company does not adopt a new arrangement that would be aggregated with the plan under Treasury Regulation §1.409A-1(c) provision for the deferral of compensation at any time within 3 years following the date of termination of the Plan.

11.9 NOTICE. Either the Committee or the Record Keeper may specify that any election, form, designation, agreement or communication by a Participant under the Plan shall be made or submitted online at a site on the World Wide Web designated for such purpose, or by other reasonable electronic means. Subject to the foregoing, any notice, consent or demand required or permitted to be given under the provisions of this Plan shall be in writing, and shall be signed by the party giving or making the same. If such notice, consent or demand is mailed, it shall be sent by United States certified mail, postage prepaid, addressed, if to the Company or the Committee, to the Company Address set forth in the Adoption Agreement, and if to the Record Keeper, to the Record Keeper Address set forth in the Adoption Agreement, and if to any Participant, to such Participant's address most recently submitted by him or her to the Record Keeper (and in the absence of such submission, as most recently appearing on the records of the Company). The date of such mailing shall be deemed the date of notice, consent or demand. Any person may change the address to which notice is to be sent by giving notice of the change of address in the manner aforesaid.

11.10 FACILITY OF PAYMENT. If a distribution is to be made to a minor, or to a person who is otherwise incompetent, then the Committee may, in its discretion, make such distribution (i) to the legal guardian, or if none, to a parent of a minor payee with whom the payee maintains his or her residence, or (ii) to the conservator or committee or, if none, to the person having custody of an incompetent payee. Any such distribution shall fully discharge the Committee, the Record Keeper, the Company and the Plan from further liability on account thereof.

11.11 GOVERNING LAW. The Plan and the right and obligations of all persons hereunder shall be governed by and construed in accordance with the laws of the state set forth in the Adoption Agreement, other than its laws regarding choice of law, to the extent that such state law is not preempted by federal law.

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---

## EX-10.5

SEC source: [tpc-20260630x10qexx105.htm](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630x10qexx105.htm)

Exhibit 10.5

EXECUTION VERSION

SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on June 1, 2026, by and between Tutor Perini Corporation, a Massachusetts corporation (herein referred to as “Employer”), and Ronald N. Tutor, an individual (“Executive”).

WHEREAS, Executive and Employer were a party to an Employment Agreement dated December 22, 2014, as amended by Amendment No. 1 thereto dated January 5, 2018, and as amended by Amended and Restated Employment Agreement dated June 1, 2021 (the “Existing Agreement”);

WHEREAS, the parties now desire to amend and restate the Existing Agreement with this Agreement, and intend for this Agreement to supersede the Existing Agreement in all respects once this Agreement becomes effective in accordance with the terms and conditions hereof;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:

Section 1. Effectiveness. The Existing Agreement will remain in effect until December 31, 2026. This Agreement shall become effective on January 1, 2027 (the “Effective Date”), subject to Executive’s continued employment with Employer through December 31, 2026.

Section 2. Employment Agreement. On the terms and conditions set forth in this Agreement, the Employer agrees to continue to employ Executive and Executive agrees to continue to be employed by the Employer for the Employment Period set forth in Section 3 and in the position and with the duties set forth in Section 4. Terms used herein with initial capitalization not otherwise defined are defined in Section 28.

Section 3. Term. The initial term of this Agreement shall be for one (1) year, commencing on January 1, 2027 and expiring on December 31, 2027 (the “Employment Period”). Unless Executive has an existing right under some other agreement with the Employer, Executive shall retire as a member of the Board (as defined in Section 4) and from all other positions with the Employer as of the last day of the Employment Period.

Section 4. Position and Duties. During the Employment Period, Executive shall continue to serve as the Executive Chairman of the Employer and as a member of the Employer’s Board of Directors (the “Board”). In such capacity, Executive shall report exclusively to the Board. During the Employment Period, Executive shall have the duties, responsibilities and authorities customarily associated with the position of executive chairman of the board of directors of a company the size and nature of the Employer, including without limitation those duties set forth in Exhibit A and such other duties as assigned by the Board. Executive shall devote Executive’s reasonable best efforts and full business time to the performance of Executive’s duties hereunder and the advancement of the business and affairs of

A-1

EXECUTION VERSION

the Employer; provided that Executive shall be entitled (i) with the consent of the Board (which shall not be unreasonably withheld), to serve as a member of the board of directors of a reasonable number of other companies, (ii) to serve on civic, charitable, educational, religious, public interest or public service boards (including, without limitation, as a USC Life Trustee), and (iii) to manage Executive’s personal and family investments, in each case, to the extent such activities, individually or in the aggregate, do not materially interfere with the performance of Executive’s duties and responsibilities hereunder.

Section 5. Place of Performance. During the Employment Period, Executive shall be based primarily at the offices of the Employer as of the Effective Date near Los Angeles, California, except for reasonable travel on the Employer’s business consistent with Executive’s position.

Section 6. Compensation and Benefits.

(a) Base Salary. During the Employment Period, the Employer shall pay to Executive an annual base salary at the rate of $1,000,000 (in each case, as applicable, the “Base Salary”), less applicable deductions. The Base Salary shall be paid in substantially equal installments in accordance with the Employer’s regular payroll procedures.

(b) Annual Bonus and Incentive Compensation. During the Employment Period, Executive shall be paid an Annual Bonus, to the extent earned based on performance against objective performance criteria. The performance criteria for any particular calendar year shall be established by the Compensation Committee of the Board (the “Compensation Committee”) with the approval of the independent members of the Board at such time as determined by the Compensation Committee. Executive’s target Annual Bonus shall be no less than 100% of his Base Salary, with greater amounts (up to two times the target Annual Bonus) or lesser amounts (including zero) paid for performance above and below target (such greater and lesser amounts to be determined by a formula established by the Compensation Committee for that year when it establishes the targets and performance criteria for that year). Executive’s Annual Bonus shall be determined by the Compensation Committee after the end of the calendar year and shall be paid to Executive when annual bonuses for that year are paid to other senior executives of the Employer generally, but in no event later than March 15 of the following calendar year. In carrying out its functions under this Section 6(b), the Compensation Committee shall at all times act reasonably and in good faith. During the Employment Period, Executive will be eligible to also earn an additional cash incentive with a value up to $1,500,000 (the “Additional Cash Incentive”). The Additional Cash Incentive will include individual performance criteria of Executive at the discretion of, and as established by, the Compensation Committee. The amount of Executive’s Additional Cash Incentive shall be determined by the Compensation Committee after the end of the calendar year and shall be paid to Executive when annual bonuses for that year are paid to other senior executives of the Employer generally, but in no event later than March 15 of the following calendar year. Any Annual Bonus or Additional Cash Incentive will be subject to the terms and conditions of the Tutor Perini Corporation Omnibus Incentive Plan, as amended, or its successor plan.

(c) Intentionally Left Blank.

EXECUTION VERSION

(d) Intentionally Left Blank.

(e) Intentionally Left Blank.

(f) Perquisites. During the Employment Period, Executive shall be entitled to (i) to participate in all fringe benefits and perquisites made available generally to senior executives of the Employer, such participation to be at levels, and on terms and conditions, that are commensurate with his position and responsibilities at the Employer, and (ii) to receive such additional fringe benefits and perquisites as the Employer may, in its sole and absolute discretion, from time to time provide. In addition, Executive shall be provided with the following perquisites:

(1) Automobile and Driver. During the Employment Period, Executive shall be provided with an automobile and driver on terms and conditions to be determined by the CEO.

(2) Personal Financial and Accounting Services. During the Employment Period, the Employer may provide Executive with access to a reasonable level of Employer resources, consistent with past practices, reasonably necessary for the purpose of providing Executive with personal financial and accounting services.

(3) Life Insurance. During the Employment Period, the Employer will provide Executive with life insurance coverage related to the Employer’s standard life insurance policies. In addition, through the earlier of April 12, 2031 or the Executive’s death, Employer will continue to pay for Executive’s existing life insurance policy providing for the payment of $10 million in the event of the Executive’s death.

(4) BBJ/Employer Aircraft: Subject to the Employer’s related party transaction policy, and prior to the Effective Date, the Parties intend to enter into good faith negotiations for Executive’s purchase of the Employer’s Business Boeing Jet 737-700 Reg. No. N315TS, S/N 30772 (“BBJ”). If Executive purchases the BBJ, then during the Employment Period, Executive shall be permitted up to 50 hours of flying time of personal use of Employer’s aircraft in accordance with the Employer’s existing Corporate Aircraft Policy subject to the prior approval of the CEO and Executive’s unused balance of flying time for personal use under the Existing Agreement shall be relinquished. Alternatively, if the Executive does not purchase the BBJ, Executive shall be entitled to continue to use any unused balance of flying time for personal use of Employer’s aircraft under the Existing Agreement during the Employment Period in accordance with the Employer’s existing Corporate Aircraft Policy. Following the Employment Period, Executive shall have no further right to use any Employee aircraft.

(g) Vacation; Benefits. Executive shall be entitled to 30 vacation days during the Employment Period, such vacation to be accrued, taken and carried over in accordance with the policies of the Employer. During the Employment Period, Executive will be entitled to participate in all pension, retirement, profit sharing, savings, 401(k), income deferral, life insurance, disability insurance, accidental death and dismemberment protection, travel accident

EXECUTION VERSION

insurance, hospitalization, medical, dental, vision and other employee benefit plans, programs and arrangements that may from time to time be made available generally to other senior executives of the Employer, all to the extent Executive is eligible under the terms of such plans, programs and arrangements. Executive’s participation in all such plans, programs and arrangements shall be at a level, and on terms and conditions, that are commensurate with his position and responsibilities at the Employer.

(h) Clawback of Certain Incentive Compensation. Notwithstanding any other provision herein to the contrary, any “incentive-based compensation” within the meaning of Section 10D of the Securities Exchange Act of 1934, as amended (the “Act”) shall be subject to clawback by the Employer in the manner required by the Employer’s recoupment policy as in effect from time to time and in the manner required by Section 10D(b)(2) of the Act, as determined by the applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission.

Section 7. Expenses. Executive is expected and is authorized to incur reasonable expenses in the performance of his duties hereunder. The Employer shall reimburse Executive for all such expenses reasonably and actually incurred in accordance with policies which may be adopted from time to time by the Employer promptly upon periodic presentation by Executive of an itemized account, including reasonable substantiation, of such expenses.

Section 8. Confidentiality, Non-Disclosure and Non-Competition Agreement. The Employer and Executive acknowledge and agree that during Executive’s employment with the Employer, Executive will have access to and may assist in developing Confidential Information and will occupy a position of trust and confidence with respect to the Employer’s affairs and business and the affairs and business of its Affiliates. Executive agrees that the following obligations are necessary to preserve the confidential and proprietary nature of Confidential Information and to protect the Employer and its Affiliates against harmful solicitation of employees and customers, harmful competition and other actions by Executive that would result in serious adverse consequences for the Employer and any of its Affiliates:

(a) Non-Disclosure. During and after Executive’s employment with the Employer, Executive will not knowingly use, disclose or transfer any Confidential Information other than as authorized in writing by the Employer or within the scope of Executive’s duties with the Employer as determined reasonably and in good faith by Executive. Anything herein to the contrary notwithstanding, the provisions of this Section 8(a) shall not apply (i) when disclosure is required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order Executive to disclose or make accessible any information; (ii) to the extent necessary in connection with any other litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement; (iii) as to information that becomes generally known to the public or within the relevant trade or industry other than due to Executive’s violation of this Section 8(a); or (iv) as to information that is or becomes available to Executive on a non-confidential basis from a source that is entitled to disclose it to Executive.

(b) Materials. Executive will not remove any Confidential Information or any other property of the Employer or any of its Affiliates from the Employer’s premises or make

EXECUTION VERSION

copies of such materials except for normal and customary use in the Employer’s business as determined reasonably and in good faith by Executive. The Employer acknowledges that Executive, in the ordinary course of his duties, routinely uses Confidential Information at home and other locations. Executive will return to the Employer all Confidential Information and copies thereof and all other property of the Employer or any of its Affiliates at any time upon the request of the Employer and in any event promptly after termination of Executive’s employment. Executive agrees to identify and return to the Employer any copies of any Confidential Information within Executive’s control after Executive ceases to be employed by the Employer. Anything to the contrary notwithstanding, nothing in this Section 8 shall prevent Executive from retaining a home computer, papers and other materials of a personal nature, including diaries, calendars and Rolodexes, information relating to his compensation or relating to reimbursement of expenses, information that he reasonably believes may be needed for tax purposes, and copies of plans, programs and agreements relating to his employment.

(c) Developments. Executive shall, promptly upon reasonable request, disclose to the Employer all inventions (whether patentable or not), trade secrets, trademark concepts, and advertising and marketing concepts (collectively, hereinafter referred to as “Developments”), that he makes, alone or with others, during his employment with Employer or any of its Affiliates relating to any of their businesses. Employer will exclusively own all Developments. Executive hereby assigns to the Employer all rights that he has or acquires in any Developments, and he will execute any documents and take any actions as reasonably requested by the Employer necessary to effect that assignment. Executive need not incur any cost related to that assignment or the creation of any related intellectual property rights. The parties agree that Developments are Confidential Information. Both during the Employment Period and thereafter, Executive shall fully cooperate with the Employer’s reasonable requests in the protection and enforcement of any intellectual property rights that relate to services performed by Executive for the Employer or any of its Affiliates, whether under the terms of this Agreement or otherwise. This shall include, upon reasonable request by the Employer, executing, acknowledging, and delivering to Employer all documents or papers that may be necessary to enable Employer to publish or protect such intellectual property rights. The Employer shall bear all costs in connection with Executive’s compliance with the terms of this provision.

(d) Cooperation. During the Employment Period and thereafter Executive will, upon reasonable request and subject to such reasonable condition as Executive may reasonably establish: (a) cooperate with the Employer in connection with any matter that arose during Executive’s employment and that relates to the business or operations of the Employer or any of its Affiliates, or of which Executive may have any knowledge or involvement; (b) consult with and provide information to the Employer and its representatives concerning such matters; and (c) assist in succession planning efforts of the Employer. Such cooperation shall be rendered at reasonable times and places and in a manner that does not unreasonably interfere with any other employment in which Executive may then be engaged. Nothing in this Agreement shall be construed or interpreted as requiring Executive to provide any testimony or affidavit that is not truthful.

(e) No Solicitation or Hiring of Employees. During the Non-Compete Period, Executive shall not solicit, entice, persuade or induce any individual who is employed by the

EXECUTION VERSION

Employer or any of its Affiliates (or who was so employed within 180 days prior to Executive’s action) to terminate or refrain from continuing such employment or to become employed by or enter into contractual relations with any other individual or entity other than the Employer or any of its Affiliates, and Executive shall not hire, directly or indirectly, as an employee, consultant or otherwise, any such person. Anything to the contrary notwithstanding, the Employer agrees that (i) Executive’s responding to an unsolicited request from any former employee of the Employer for advice on employment matters; and (ii) Executive’s responding to an unsolicited request for an employment reference regarding any former employee of the Employer from such former employee, or from a third party, by providing a reference setting forth his personal views about such former employee, shall not be deemed a violation of this Section 8 (e).

(f) Non-Competition.

(i) During the Non-Compete Period, Executive shall not, directly or indirectly, (A) solicit or encourage any client or customer of the Employer or any of its Affiliates, or any person or entity who was such a client or customer within 180 days prior to Executive’s action to terminate, reduce or alter in a manner adverse to the Employer or any of its Affiliates, any existing business arrangements with the Employer or any of its Affiliates or to transfer existing business from the Employer or any of its Affiliates to any other person or entity; (B) provide services in any capacity to any entity if (i) the entity competes with the Employer or any of its Affiliates by engaging in any business engaged in by the Employer or any of its Affiliates in any country in which the Employer or its Affiliates engages in such business, or (ii) the services to be provided by Executive are competitive with the Employer and substantially similar to those previously provided by Executive to the Employer or any of its Affiliates; or (C) own an interest in any entity described in subsection (B)(i) immediately above; provided, however, that Executive may own, as a passive investor, (i) securities of any such entity that has outstanding publicly traded securities so long as his direct holdings in any such entity shall not in the aggregate constitute more than 5% of the voting power of such entity and (ii) interests in hedge funds, mutual funds and private equity funds or similar investment vehicles. Executive agrees that, before providing services, whether as an employee or consultant, to any entity during the Non-Compete Period, he will provide a copy of this Agreement to such entity, and such entity shall acknowledge to the Employer in writing that it has read this Agreement. Executive acknowledges that this covenant has a unique, very substantial and immeasurable value to the Employer, that Executive has sufficient assets and skills to provide a livelihood for Executive while such covenant remains in force and that, as a result of the foregoing, in the event that Executive breaches such covenant, monetary damages would be an insufficient remedy for the Employer and equitable enforcement of the covenant would be proper.

(ii) If the restrictions contained in Section 8(f)(i) shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, Section 8(f)(i) shall be modified to be effective for the maximum period of time for which it may be enforceable and over the maximum geographical area as to which it may be enforceable and to the maximum extent in all other respects as to which it may be enforceable.

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(g) Publicity. During the Employment Period, Executive hereby grants to the Employer the right to use, in a reasonable and appropriate manner, Executive’s name and likeness, without additional consideration, on, in and in connection with technical, marketing or disclosure materials, or any combination thereof, published by or for the Employer or any of its Affiliates.

(h) Conflicting Obligations and Rights. Executive agrees to inform the Employer of any apparent conflicts between Executive’s work for the Employer and any obligations Executive may have to preserve the confidentiality of another’s proprietary information or related materials before using the same on the Employer’s behalf. The Employer shall receive such disclosures in confidence and consistent with the objectives of avoiding any conflict of obligations and rights or the appearance of any conflict of interest.

(i) Nondisparagement. Executive agrees not to make negative comments about or otherwise disparage the Employer or its officers, directors, employees, shareholders, members, agents or products. The Employer shall instruct its executive officers and the members of the Board not to make negative comments about or otherwise disparage the Executive other than in good faith in connection with Executive’s employment by the Employer. The foregoing shall not be violated by truthful statements in response to legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation, depositions in connection with such proceedings).

(j) Defend Trade Secrets Act. Pursuant to The Defend Trade Secrets Act (18 USC § 1833(b)), Executive may not be held criminally or civilly liable under any federal or state trade secret law for disclosure of a trade secret: (i) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; and/or (ii) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, Executive, if suing the Employer for retaliation based on the reporting of a suspected violation of law, may disclose a trade secret to his attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and Executive does not disclose the trade secret except pursuant to court order.

(k) Enforcement. Executive acknowledges that in the event of any breach of this Section 8, the business interests of the Employer and its Affiliates will be irreparably injured, the full extent of the damages to the Employer and its Affiliates will be impossible to ascertain, monetary damages will not be an adequate remedy for the Employer and its Affiliates, and the Employer will be entitled to enforce this Agreement by a temporary, preliminary and/or permanent injunction or other equitable relief, without the necessity of posting bond or security, which Executive expressly waives. Executive understands that the Employer may waive some of the requirements expressed in this Agreement, but that such a waiver to be effective must be made in writing and should not in any way be deemed a waiver of the Employer’s right to enforce any other requirements or provisions of this Agreement. Executive agrees that each of Executive’s obligations specified in this Agreement is a separate and independent covenant and that the unenforceability of any of them shall not preclude the enforcement of any other covenants in this Agreement. Executive further agrees that any breach of this Agreement by the Employer prior to the Date of Termination shall not release Executive from compliance with his

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obligations under this Section 8, so along as the Employer fully complies with Section 10, Section 13, and Section 14.

Section 9. Termination of Employment.

(a) Permitted Terminations. Executive’s employment hereunder may be terminated during the Employment Period under the following circumstances:

(i) Death. The Employment Period and Executive’s employment hereunder shall terminate upon Executive’s death;

(ii) By the Employer. The Employer may terminate the Employment Period and Executive’s employment:

(A) Disability. If Executive has been substantially unable to perform Executive’s material duties hereunder by reason of illness, physical or mental disability or other similar incapacity, which inability shall continue for 90 days in any 12-month period (a “Disability”) (provided, that until such termination, Executive shall continue to receive his compensation and benefits hereunder, reduced by any benefits payable to him under any disability insurance policy or plan applicable to him or her); or

(B) Cause. For Cause or without Cause;

(iii) By Executive. Executive may terminate the Employment Period and his employment for any reason (including Good Reason) or for no reason.

(b) Termination. Any termination of Executive’s employment by the Employer or Executive (other than because of Executive’s death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 15 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated. Termination of Executive’s employment shall take effect on the Date of Termination. Executive agrees, in the event of any dispute under Section 9(a)(ii)(A) as to whether a Disability exists, and if requested by the Employer, to submit to a physical examination by a licensed physician selected by mutual consent of the Employer and Executive (which shall not unreasonably be withheld), the cost of such examination to be paid by the Employer. The written medical opinion of such physician shall be conclusive and binding upon each of the parties hereto as to whether a Disability exists and the date when such Disability arose. This Section shall be interpreted and applied so as to comply with the provisions of the Americans with Disabilities Act and any applicable state or local laws.

Section 10. Compensation Upon Termination.

(a) Death. If Executive’s employment is terminated during the Employment Period as a result of Executive’s death, this Agreement and the Employment Period shall terminate without further notice or any action required by the Employer or Executive’s legal

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representatives. Upon Executive’s death during the Employment Period, the Employer shall pay or provide the following: (i) Executive’s Base Salary due through the Date of Termination, (ii) all Accrued Benefits, if any, to which Executive is entitled as of the Date of Termination at the time such payments are due, and (iii) all remaining outstanding cash or equity awards held by Executive immediately prior to his termination shall immediately vest (with outstanding options remaining exercisable for the length of their remaining term), and any payout subject to performance measures be based on the greater of actual or target performance on the Date of Termination. Except as set forth herein, the Employer shall have no further obligation to Executive under this Agreement.

(b) Disability. If the Employer terminates Executive’s employment during the Employment Period because of Executive’s Disability, the Employer shall pay or provide the following: (i) Executive’s Base Salary due through the Date of Termination, (ii) all Accrued Benefits, if any, to which Executive is entitled as of the Date of Termination at the time such payments are due, and (iii) all remaining outstanding cash or equity awards held by Executive immediately prior to his termination shall immediately vest (with outstanding options remaining exercisable for the length of their remaining term). and any payout subject to performance measures be based on the greater of actual or target performance on the Date of Termination. Except as set forth herein, the Employer shall have no further obligations to Executive under this Agreement.

(c) Termination by the Employer for Cause or by Executive without Good Reason. If, during the Employment Period, the Employer terminates Executive’s employment for Cause pursuant to Section 9(a)(ii)(B) or Executive terminates his employment without Good Reason, the Employer shall pay to Executive’s Base Salary due through the Date of Termination and all Accrued Benefits, if any, to which Executive is entitled as of the Date of Termination, at the time such payments are due, and Executive’s rights with respect to equity or equity-related awards shall be governed by the applicable terms of the related plan or award agreement.

(d) Termination by the Employer without Cause or by Executive with Good Reason. Subject to Section 10(e), if the Employer terminates Executive’s employment during the Employment Period other than for Cause or Disability pursuant to Section 9(a) or if Executive terminates his employment hereunder with Good Reason: (i) the Employer shall pay Executive (A) Executive’s Base Salary due through the Date of Termination, (B) a Pro Rata Bonus at the time other executives of the Employer receive annual bonuses for the calendar year in which the Date of Termination occurs, (C) all Accrued Benefits, if any, to which Executive is entitled as of the Date of Termination, in each case at the time such payments are due and (D) a cash lump sum in an amount equal to two times the sum of Executive’s Base Salary and Target Bonus for the year of termination, (ii) all remaining outstanding cash or equity awards held by Executive immediately prior to his termination shall immediately vest (with outstanding options remaining exercisable for the length of their remaining term), and any payout subject to performance measures shall be based on the greater of actual or target performance on the Date of Termination.), and (iii) Executive and his covered dependents shall be entitled to continued participation in benefit plans on the same terms and conditions as applicable immediately prior to Executive’s Date of Termination for 24 months; provided that if such continued coverage is not permitted under the terms of such benefit plans or would result in the imposition of excise taxes

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on the Employer for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), the Employer shall pay Executive an additional amount that, on an after-tax basis, is equal to the cost of comparable coverage obtained by Executive; and provided further that if the Employer’s group health plan is self-insured, the Employer shall report to the appropriate tax authorities taxable income to Executive equal to the portion of the deemed cost of such participation (based on applicable COBRA rates) not paid by Executive.

(e) Change in Control. This Section 10(e) shall apply if there is (i) a termination of Executive’s employment by the Employer other than for Cause or Disability pursuant to Sections 9(a) or by Executive for Good Reason during the two-year period after a Change in Control or (ii) a termination of Executive’s employment by the Employer prior to a Change in Control, if the termination was at the request of a third party or otherwise arose in anticipation of a Change in Control. If any such termination occurs, Executive shall receive benefits set forth in Section 10(d), except that (i) in lieu of the lump-sum payment under Section 10(d)(i)(D), Executive shall receive in a lump sum after the termination of his employment an amount equal to three multiplied by the sum of (A) Executive’s Base Salary and (B) Executive’s Target Bonus, (ii) the benefits described in Section 10(d)(iii) shall be continued for the greater of 36 months or the balance of the Employment Period and (iii) Executive will receive a full pay out in cash on all open performance cycles based on the greater of actual or target performance paid upon the occurrence of the Change in Control. Notwithstanding anything to the contrary herein, this Section 10(e) shall not apply upon Executive’s death.

(f) Liquidated Damages. The parties acknowledge and agree that damages which will result to Executive for termination by the Employer of Executive’s employment without Cause or by Executive for Good Reason shall be extremely difficult or impossible to establish or prove, and agree that the amounts payable to Executive under Section 10(d)(i)(D) or Section 10(e)(i) (the “Severance Payments”) shall constitute liquidated damages for any such termination. Executive agrees that, except for such other payments and benefits to which Executive may be entitled as expressly provided by the terms of this Agreement or any other applicable benefit plan, such liquidated damages shall be in lieu of all other claims that Executive may make by reason of any such termination of his employment and that, as a condition to receiving the Severance Payments, Executive will execute and not revoke a release of claims substantially in the form attached hereto as Exhibit B and the revocation period with respect to such release shall have expired in each case within 60 days of the Date of Termination. Within five business days of the Date of Termination, the Employer shall deliver to Executive the appropriate form of release of claims for Executive to execute. The Severance Payments, other than the continuing rights described in Section 10(d)(iv) and clause (ii) of the second sentence of Section 10(e), shall be made upon the date that is 60 days following the Date of Termination, provided that if any portion of the Severance Payment does not constitute deferred compensation for purposes of Code Section 409A, such portion shall be paid within three business days of the expiration of the revocation period without the release being revoked. The Executive shall be entitled to receive the benefits described in Section 10(d)(iv) and clause (ii) of the second sentence of Section 10(e), commencing upon the Date of Termination, but such

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benefits shall cease immediately if the release of claims is not executed and no longer subject to revocation within the time period described in this Section.

(g) No Offset. In the event of termination of his employment, Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to him on account of any remuneration or benefits provided by any subsequent employment he may obtain. The Employer’s obligation to make any payment pursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or other right that the Employer or its affiliates may have against him for any reason.

(h) Section 409A.

(i) Notwithstanding the timing of the payments pursuant to Section 10 of this Agreement, to the extent Executive would otherwise be entitled to a payment during the six months beginning on the Date of Termination that would be subject to the additional tax imposed under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), (i) the payment will not be made to Executive and instead will be made to an account established to fund such payments (provided that such funds shall be at all times subject to the creditors of the Employer) and (ii) the payment, together with interest thereon at the rate of “prime” plus 1%, will be paid to Executive on the six-month anniversary of Date of Termination. Similarly, to the extent Executive would otherwise be entitled to any benefit (other than a cash payment) during the six months beginning on the Date of Termination that would be subject to the additional tax under Section 409A of the Code, the benefit will be delayed and will begin being provided (together, if applicable, with an adjustment to compensate Executive for the delay, with such adjustment to be determined in the Employer’s reasonable good faith discretion) on the six-month anniversary of the Date of Termination. The Employer will establish the account, as applicable, no later than ten days after Executive’s Date of Termination.

(ii) It is the intention of the parties that the payments and benefits to which Executive could become entitled in connection with termination of employment under this Agreement comply with Section 409A of the Code. In the event that the parties determine that any such benefit or right does not so comply, they will negotiate reasonably and in good faith to amend the terms of this Agreement such that it complies (in a manner that attempts to minimize the economic impact of such amendment on Executive and the Employer and its affiliates).

(iii) A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.”

(iv) For purposes of compliance with Code Section 409A, (i) all expenses or other reimbursements under this Agreement shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (ii) any right to reimbursement or in kind benefits is not subject to liquidation or exchange for another benefit, and (iii) no such reimbursement, expenses eligible for

EXECUTION VERSION

reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(v) For purposes of Code Section 409A, the Executive’s right to receive any installment payment pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments.

(vi) Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified period shall be within the sole discretion of the Employer.

Section 11. Section 280G Matters.

In the event that any payment that is either received by Executive or paid by the Employer on Executive’s behalf or any property, or any other benefit provided to Executive under this Agreement or under any other plan, arrangement or agreement with the Employer or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Employer (or in the ownership of a substantial portion of the assets of the Employer) or any person affiliated with the Employer or such person (but only if such payment or other benefit is in connection with Executive’s employment by the Employer) (collectively the “Employer Payments”), will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority), then Executive will be entitled to receive either (i) the full amount of the Employer Payments, or (ii) a portion of the Employer Payments having a value equal to $1 less than three (3) times Executive’s “base amount” (as such term is defined in Section 280G(b) (3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income taxes and the excise tax imposed by Section 4999 of the Code, results in the receipt by Executive on an after-tax basis, of the greatest portion of the Employer Payments. Any determination required under this Section 11 shall be made in writing by the independent public accountant of the Employer (the “Accountants”), whose determination shall be conclusive and binding for all purposes upon the Employer and Executive. For purposes of making any calculation required by this Section 11, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. If there is a reduction of the Employer Payments pursuant to this Section 11, such reduction shall occur in the following order: (A) any cash severance payable by reference to the Executive’s Base Salary or Annual Bonus, (B) any other cash amount payable to Executive, (C) any employee benefit valued as a “parachute payment,” and (D) acceleration of vesting of any outstanding equity award. For the avoidance of doubt, in the event that additional Employer Payments are made to Executive after the application of the cutback in this Section 11, which additional Employer Payments result in the cutback no longer being applicable, the Employer shall pay Executive an additional amount equal to the value of the Employer Payments that were originally cutback. The Employer shall determine at the end of each calendar year whether any such restoration is necessary based on additional Employer Payments (if any) made during such calendar year, and shall pay such restoration within ninety (90) days of the last day of such calendar year. In no

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event whatsoever shall Executive be entitled to a tax gross-up or other payment in respect of any excise tax, interest or penalties that may be imposed on the Employer Payments by reason of the application of Section 280G or Section 4999 of the Code.

Section 12. Intentionally Left Blank.

Section 13. Indemnification. During the Employment Period and thereafter, the Employer agrees to indemnify and hold Executive and Executive’s heirs and representatives harmless, to the maximum extent permitted by law, against any and all damages, costs, liabilities, losses and expenses (including reasonable attorneys’ fees) as a result of any claim or proceeding (whether civil, criminal, administrative or investigative), or any threatened claim or proceeding (whether civil, criminal, administrative or investigative), against Executive that arises out of or relates to Executive’s service as an officer, director or employee, as the case may be, of the Employer, or Executive’s service in any such capacity or similar capacity with an affiliate of the Employer or other entity at the request of the Employer, both prior to and after the Effective Date, and to promptly advance to Executive or Executive’s heirs or representatives such expenses upon written request with appropriate documentation of such expense upon receipt of an undertaking by Executive or on Executive’s behalf to repay such amount if it shall ultimately be determined that Executive is not entitled to be indemnified by the Employer. During the Employment Period and thereafter, the Employer also shall provide Executive with coverage under its current directors’ and officers’ liability policy to the same extent that it provides such coverage to its other executive officers. If Executive has any knowledge of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which Executive may request indemnity under this provision, Executive will give the Employer prompt written notice thereof; provided that the failure to give such notice shall not affect Executive’s right to indemnification. The Employer shall be entitled to assume the defense of any such proceeding and Executive will use reasonable efforts to cooperate with such defense. To the extent that Executive in good faith determines that there is an actual or potential conflict of interest between the Employer and Executive in connection with the defense of a proceeding, Executive shall so notify the Employer and shall be entitled to separate representation at the Employer’s expense by counsel selected by Executive (provided that the Employer may reasonably object to the selection of counsel within ten (10) business days after notification thereof) which counsel shall cooperate, and coordinate the defense, with the Employer’s counsel and minimize the expense of such separate representation to the extent consistent with Executive’s separate defense. This Section 13 shall continue in effect after the termination of Executive’s employment or the termination of this Agreement.

Section 14. Attorney’s Fees. The Employer shall advance Executive (and his beneficiaries) any and all costs and expenses (including without limitation attorneys’ fees and other charges of counsel) incurred by Executive (or any of his beneficiaries) in resolving any controversy, dispute or claim arising out of or relating to this Agreement, any other agreement or arrangement between Executive and the Employer, Executive’s employment with the Employer, or the termination thereof; provided that Executive shall reimburse the Employer any advances on a net after-tax basis to cover expenses incurred by Executive for claims (a) brought by the Employer on account of Executive’s alleged breach of Section 8 of this Agreement, breach of Executive’s fiduciary duty of loyalty, or fraud or material misconduct, if it is judicially

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determined that the Employer is the prevailing party, or (b) brought by Executive that are judicially determined to be frivolous or advanced in bad faith.

Section 15. Notices. All notices, demands, requests, or other communications which may be or are required to be given or made by any party to any other party pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by first-class registered or certified mail, return receipt requested, postage prepaid, delivered by overnight air courier, or transmitted by facsimile transmission addressed as follows:

(i) If to the Employer:

Tutor Perini Corporation  
15901 Olden Street  
Sylmar, California 91342  
Attention: Chief Human Resources Officer  
Email: Gino.Cesario@tutorperini.com

(ii) If to Executive:

Ronald N. Tutor  
Address last shown on the Employer’s Records

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication that shall be given or made in the manner described above shall be deemed sufficiently given or made for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, confirmation of facsimile transmission or the affidavit of messenger being deemed conclusive but not exclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

Section 16. Severability. The invalidity or unenforceability of any one or more provisions of this Agreement shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect.

Section 17. Effect on Other Agreements. The provisions of this Agreement shall supersede the terms of any plan, policy, agreement, award or other arrangement of the Employer (whether entered into before or after the Effective Date) to the extent application of the terms of this Agreement are more favorable to Executive.

Section 18. Survival. It is the express intention and agreement of the parties hereto that the provisions of Section 8, Section 10, Section 11, Section 13, Section 14, Section 15, Section 17, Section 19, Section 20, Section 21, Section 23 and Section 27 hereof and this Section 18 shall survive the termination of employment of Executive. In addition, all obligations of the Employer to make payments hereunder shall survive any termination of this Agreement on the terms and conditions set forth herein.

Section 19. Assignment. The rights and obligations of the parties to this Agreement shall not be assignable or delegable, except that (i) in the event of Executive’s death, the personal

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representative or legatees or distributees of Executive’s estate, as the case may be, shall have the right to receive any amount owing and unpaid to Executive hereunder and (ii) the rights and obligations of the Employer hereunder shall be assignable and delegable in connection with any subsequent merger, consolidation, sale of all or substantially all of the assets or equity interests of the Employer or similar transaction involving the Employer or a successor corporation. The Employer shall require any successor to the Employer to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Employer would be required to perform it if no such succession had taken place.

Section 20. Binding Effect. Subject to any provisions hereof restricting assignment, this Agreement shall be binding upon the parties hereto and shall inure to the benefit of the parties and their respective heirs, devisees, executors, administrators, legal representatives, successors and assigns.

Section 21. Amendment; Waiver. This Agreement shall not be amended, altered or modified except by an instrument in writing duly executed by the party against whom enforcement is sought. Neither the waiver by either of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.

Section 22. Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

Section 23. Governing Law; Venue. This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of California (but not including any choice of law rule thereof that would cause the laws of another jurisdiction to apply). Except as otherwise provided in Section 8(i), each of the parties agrees that any dispute between the parties shall be resolved only in the courts of the State of California sitting in Los Angeles, California or the United States District Court for the Central District of California and the appellate courts having jurisdiction of appeals in such courts. In that context, and without limiting the generality of the foregoing (but subject to Section 8(i)), each of the parties hereto irrevocably and unconditionally (a) submits for himself or itself in any proceeding relating to this Agreement or Executive’s employment by the Employer or any of its Affiliates, or for the recognition and enforcement of any judgment in respect thereof (a “Proceeding”), to the exclusive jurisdiction of the courts of the State of California sitting in Los Angeles, California, the court of the United States District Court for the Central District of California and appellate courts having jurisdiction of appeals from any of the foregoing, and agrees that all claims in respect of any such Proceeding shall be heard and determined in such California State court or, to the extent permitted by law, in such federal court; (b) consents that any such Proceeding may and shall be brought in such courts and waives any objection that he or it may now or thereafter have to the venue or jurisdiction of any such Proceeding in any such court or that such Proceeding was brought in an inconvenient court and

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agrees not to plead or claim the same; (c) waives all right to trial by jury in any Proceeding (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or Executive’s employment by the Employer or any of its Affiliates, or his or its performance under or the enforcement of this Agreement; (d) agrees that service of process in any such Proceeding may be effected by mailing a copy of such process by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such party at his or its address as provided in Section 14; and (e) agrees that nothing in this Agreement shall affect the right to effect service of process in any other manner permitted by the laws of the State of California.

Section 24. Representations. Executive represents, warrants and covenants to the Employer that: (i) on or prior to the date of the Original Agreement, Executive has informed the Employer of any judgment, order, agreement or arrangement of which he is currently aware and which may affect his right to enter into this Agreement and to fully perform his duties hereunder; (ii) Executive is knowledgeable and sophisticated as to business matters, and that prior to assenting to the terms of this Agreement, or giving the representations and warranties herein, he has been given a reasonable time to review it and has consulted with counsel of his choice; (iii) in entering into this Agreement, Executive is not knowingly breaching or violating any provision of any law or regulation; and (iv) Executive has not knowingly provided to the Employer, nor been requested by the Employer to provide, any confidential or non-public document or information of a former employer that constitutes or contains any protected trade secret, and will not knowingly use any protected trade secrets of any former employer in the course of his employment hereunder.

Section 25. Entire Agreement. This Agreement constitutes the entire agreement between the parties respecting the employment of Executive, there being no representations, warranties or commitments except as set forth herein, and supersedes any and all prior agreements or understandings between the Employer and Executive with respect to the subject matter hereof (including, without limitation, the Original Agreement).

Section 26. Counterparts. This Agreement may be executed in two counterparts, each of which shall be an original and all of which shall be deemed to constitute one and the same instrument.

Section 27. Withholding. The Employer may withhold from any benefit payment under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling; provided that any withholding obligation arising in connection with the exercise of a stock option or the transfer of stock or other property shall be satisfied through withholding an appropriate number of shares of stock or appropriate amount of such other property.

Section 28. Definitions.

“Accrued Benefits” means (i) any compensation deferred by Executive prior to the Date of Termination and not paid by the Employer or otherwise specifically addressed by this Agreement; (ii) any amounts or benefits owing to Executive or to Executive’s beneficiaries under the then applicable benefit plans of the Employer; (iii) any amounts owing to Executive for reimbursement of expenses properly incurred by Executive prior to the Date of Termination and

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which are reimbursable in accordance with Section 7; and (iv) any other benefits or amounts due and owing to Executive under the terms of any plan, program or arrangement of the Employer. For the avoidance of doubt, Accrued Benefits does not include any perquisites set forth in Section 6(f).

“Affiliate” means any entity controlled by, in control of, or under common control with, the Employer.

“Annual Bonus” means an annual cash performance bonus earned during the Employment Period, to the extent earned based on performance against objective performance criteria.

“Cause” shall be limited to the following events (i) Executive’s conviction of, or plea of nolo contendere to, a felony (other than in connection with a traffic violation) under any state or federal law; (ii) Executive’s willful and continued failure to substantially perform his essential job functions hereunder after receipt of written notice from the Employer that specifically identifies the manner in which Executive has substantially failed to perform his essential job functions and specifying the manner in which Executive may substantially perform his essential job functions in the future; (iii) a material act of fraud or willful and material misconduct with respect, in each case, to the Employer, by Executive; (iv) a willful and material breach of this Agreement; (v) a material breach by Executive of any material written policy of the Employer (including, without limitation, any anti-harassment policy); or (vi) a failure by Executive to cooperate in any investigation or audit regarding the accounting practices, financial statements, or business practices of the Employer or any of its Affiliates. For purposes of this provision, no act or failure to act, on the part of Executive, shall be considered “willful” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Employer. Executive shall not be terminated for “Cause” if he acts, or fails to act, in a reasonable manner based upon the advice of the Employer’s counsel. Furthermore, anything herein to the contrary notwithstanding, Executive shall not be terminated for “Cause” hereunder unless (A) written notice stating the basis for the termination is provided to Executive, (B) as to clauses (ii), (iii), (iv), (v) or (vi) of this paragraph, he is given 10 days to cure the neglect or conduct that is the basis of such claim (it being understood that any errors in expense reimbursement may be cured by repayment), (C) if he fails to cure such neglect or conduct, Executive has an opportunity to be heard before the full Board prior to any vote regarding the existence of Cause and (D) there is a vote of a majority of the members of the Board to terminate him for Cause.

“Change in Control” means the occurrence of one or more of the following events: (i) any “person” (as such terms is used in Sections 3(a)(9) and 13(d) of the Securities Exchange Act of 1934 as amended (the “Act”)) or “group” (as such term is used in Section 14(d) of the Act) (other than Executive or a group consisting of Executive) becomes a “beneficial owner” (as such term is used in Rule 13d-3 promulgated under the Act) of more than 30% of the Voting Stock of the Employer; (ii) the majority of the Board consists of individuals other than Incumbent Directors, which term means the members of the Board on the Effective Date; provided that any person becoming a director subsequent to such date whose election or nomination for election was supported by two-thirds of the directors who then comprised the Incumbent Directors shall be considered to be an Incumbent Director; (iii) the Employer adopts

EXECUTION VERSION

any plan of liquidation providing for the distribution of all or substantially all of its assets; (iv) the Employer transfers all or substantially all of its assets or business (unless the shareholders of the Employer immediately prior to such transaction beneficially own, directly or indirectly, in substantially the same proportion as they owned the Voting Stock of the Employer, all of the Voting Stock or other ownership interests of the entity or entities, if any, that succeed to the business of the Employer); or (v) any merger, reorganization, consolidation or similar transaction unless, immediately after consummation of such transaction, the shareholders of the Employer immediately prior to the transaction hold, directly or indirectly, more than 50% of the Voting Stock of the Employer or the Employer’s ultimate parent company if the Employer is a subsidiary of another corporation (there being excluded from the number of shares held by such shareholders, but not from the Voting Stock of the combined company, any shares received by Affiliates of such other company in exchange for stock of such other company). For purposes of this Change in Control definition, the “Employer” shall include any entity that succeeds to all or substantially all of the business of the Employer and “Voting Stock” shall mean securities of any class or classes having general voting power under ordinary circumstances, in the absence of contingencies, to elect the directors of a corporation.

“Confidential Information” means information constituting trade secrets or proprietary information belonging to or regarding the Employer or any of its Affiliates or other confidential financial information, operating budgets, strategic plans or research methods, personnel data, projects or plans, or non-public information regarding the Employer or any of its Affiliates. Without limiting the foregoing, “Confidential Information” shall include, but shall not be limited to, any of the following information relating to the Employer: (i) information regarding the Employer’s business proposals, (ii) manner of the Employer’s operations, and methods of selling or pricing any products or services; (iii) the identity of persons or entities actually conducting or considering conducting business with the Employer, and any information in any form relating to such persons or entities and their relationship or dealings with the Employer; (iv) any trade secret or confidential information of or concerning any business operation or business relationship; (v) computer databases, software programs and information relating to the nature of the hardware or software and how said hardware or software are used in combination or alone; (vi) information concerning personnel, confidential financial information, customer or customer prospect information, information concerning subscribers, subscriber and customer lists and data, methods and formulas for estimating costs and setting prices, engineering design standards, testing procedures, research results (such as marketing surveys, programming trials or product trials), cost data (such as billing, equipment and programming cost projection models), compensation information and models, business or marketing plans or strategies, deal or business terms, budgets, vendor names, programming operations, product names, information on proposed acquisitions or dispositions, actual performance compared to budgeted performance, long-range plans, internal financial information (including but not limited to financial and operating results for certain offices, divisions, departments, and key market areas that are not disclosed to the public in such form), results of internal analyses, computer programs and programming information, techniques and designs, and trade secrets; (vii) information concerning the Employer’s employees, officers, directors and shareholders; and (viii) any other trade secret or information of a confidential or proprietary nature. For purposes hereof, “Employer” shall include the Employer and any and all of its Affiliates.

EXECUTION VERSION

“Date of Termination” means (i) if Executive’s employment is terminated by Executive’s death, the date of Executive’s death; (ii) if Executive’s employment is terminated because of Executive’s Disability pursuant to Section 9(a)(ii)(A), 30 days after Notice of Termination, provided that Executive shall not have returned to the performance of Executive’s duties on a full-time basis during such 30-day period; (iii) if Executive’s employment is terminated by the Employer pursuant to Section 9(a)(ii)(B) or by Executive pursuant to Section 9(a)(ii)(B), the date specified in the Notice of Termination; or (iv) if Executive’s employment is terminated during the Employment Period other than pursuant to Section 9(a), the date on which Notice of Termination is given.

“Good Reason” means, unless otherwise agreed to in writing by Executive or as otherwise specified in this Agreement, (i) any adverse change in Executive’s titles; (ii) any reduction in Executive’s Base Salary; (iii) a material diminution in Executive’s authority, responsibilities or duties; (iv) the assignment of duties materially inconsistent with Executive’s position or status with the Employer as of the date hereof; (v) a relocation of Executive’s primary place of employment to a location more than 50 miles further from the offices of the Employer as of the Effective Time near Los Angeles, California; (vi) any other material breach of the terms of this Agreement or (vii) the failure of the Employer to obtain the assumption in writing of its obligations under this Agreement by any successor to all or substantially all of the assets of the Employer within 15 days after a merger, consolidation, sale or similar transaction. In order to invoke a termination for Good Reason, Executive must notify the Employer of the existence of an event of Good Reason within 90 days of the occurrence of such event, the Employer must fail to cure such event within 30 days of such notice and Executive must terminate his employment within 10 days of the expiration of such period.

“Non-Compete Period” means the period commencing on the Effective Date and ending twenty-four months after the expiration of the Employment Period; provided that, except for purposes of Section 8(e), in the event Executive’s employment is terminated by Employer without Cause or terminated by the Executive for Good Reason, the Non-Competition Period shall end on the Date of Termination.

“Pro Rata Bonus” means an amount equal to the product of (i) the Annual Bonus that would have been earned by Executive for the calendar year that includes the Date of Termination if his employment had not terminated and (ii) a fraction the numerator of which is the number of days that have elapsed as of the Date of Termination during the calendar year that includes the Date of Termination and the denominator of which is 365.

[SIGNATURE PAGE FOLLOWS]

EXECUTION VERSION

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement, or have caused this Agreement to be duly executed and delivered on their behalf.

TUTOR PERINI CORPORATION

By: /s/ Gino Cesario

Name: Gino Cesario

Title: SVP & Chief Human Resources Officer

EMPLOYEE

By: /s/ Ronald N. Tutor

Name: Ronald N. Tutor

EXECUTION VERSION

EXHIBIT A

Executive Duties and Responsibilities

A.Compliance with Employer’s Policies

Executive, at all times, shall comply with Employer’s policies and procedures, including the Compliance Manual and the Business and Ethics Code of Conduct.

B.Board of Directors

Subject to Section 4 of the Agreement, Executive shall continue to serve as the Executive Chairman subject to shareholder and Board approval to perform such duties as are customary for a member of the Board and as may be assigned by the Board.

C.Advisor to the CEO

At the CEO’s request, Executive will serve as senior advisor to the CEO providing the following services to the CEO, and shall coordinate all activities through the CEO:

1.Provide counsel to the CEO on a variety of business issues.

2.Continue to mentor the CEO, and any other senior executives, as necessary.

3.Support major project pursuits and advise the estimating team, including consideration of the associated risks and pricing.

4.Contribute to special projects as specifically requested by the CEO’s direction.

5.Continue to support the negotiation and resolution of Employer’s commercial disputes.

D.Scope Limitations

The Parties acknowledge that the Executive’s role is non-operational in nature. Accordingly, the Executive shall comply with the following scope limitations:

1.Executive acknowledges that all executive authority and responsibility for management and operation of Employer are fully vested in the CEO and Employer’s executive leadership team.

2.Executive shall coordinate any business travel with the CEO.

EXECUTION VERSION

EXHIBIT B

Form of Release

THIS RELEASE (this “Release”) is made as of this ____ day of ____________________, by and between Tutor Perini Corporation, a Massachusetts corporation (herein referred to as “Employer”), and Ronald N. Tutor, an individual (“Executive”).

PRELIMINARY RECITALS

A. Executive’s employment with the Employer has terminated.

B. Executive and the Employer are parties to an Amended and Restated Employment Agreement, dated as of June 1, 2021 (the “Agreement”).

AGREEMENT

In consideration of the payments due Executive under the Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Except as otherwise provided in Paragraph 5(c), Executive, intending to be legally bound, does hereby, on behalf of himself and his agents, representatives, attorneys, assigns, heirs, executors and administrators (collectively, the “Executive Parties”) REMISE, RELEASE AND FOREVER DISCHARGE the Employer, its affiliates, subsidiaries, parents, joint ventures, and its and their officers, directors, shareholders, and its and their respective successors and assigns, heirs, executors, and administrators, each in their respective official capacities as such (collectively, the “Employer Parties”), from all causes of action, suits, debts, claims and demands whatsoever in law or in equity, which Executive or any of the Executive Parties ever had, now has, or hereafter may have, by reason of any matter, cause or thing whatsoever, from the beginning of Executive’s initial dealings with the Employer to the date of this Release, and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to Executive’s employment relationship with Employer, the terms and conditions of that employment relationship, and the termination of that employment relationship, including, but not limited to, any claims arising under the Age Discrimination in Employment Act, as amended, 29 U.S.C. § 621 et seq. (“ADEA”), Title VII of The Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e et seq., the Civil Rights Act of 1966, 42 U.S.C. §1981, the Civil Rights Act of 1991, Pub. L. No. 102-166, the Americans with Disabilities Act, 42 U.S.C. §12101 et seq., the Age Discrimination in Employment Act, as amended, 29 U.S.C. §621 et seq., the Fair Labor Standards Act, 29 U.S.C. §201 et seq., the National Labor Relations Act, 29 U.S.C. §151 et seq., and any other claims under any federal, state or local common law, statutory, or regulatory provision, now or hereafter recognized, but not including such claims to payments and other rights provided Executive under the Agreement. This Release is effective without regard to the legal nature of the claims raised and without regard to whether any such claims are based upon tort, equity, implied or express contract or discrimination of any sort. Except as specifically provided in this Agreement, it is expressly understood and agreed that this Release

EXECUTION VERSION

shall operate as a clear and unequivocal waiver by Executive of any claim for accrued or unpaid wages, benefits or any other type of payment.

2. Executive expressly waives all rights afforded by any statute which limits the effect of a release with respect to unknown claims. Executive understands the significance of his release of unknown claims and his waiver of statutory protection against a release of unknown claims.

3. Executive agrees that he will not be entitled to or accept any benefit from any claim or proceeding within the scope of this Release that is filed or instigated by him or on his behalf with any agency, court or other government entity.

4. The parties agree and acknowledge that the Agreement, and the settlement and termination of any asserted or unasserted claims against the Employer and the Employer Parties pursuant to this Release, are not and shall not be construed to be an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by the Employer or any of the Employer Parties to Executive.

5. Executive acknowledges as follows:

That he has read the terms of this Release, and that he understands its terms and effects, including the fact that he has agreed to RELEASE AND FOREVER DISCHARGE the Employer and all Employer Parties from any legal action or other liability of any type related in any way to the matters released pursuant to this Release other than as provided in the Agreement and in this Release.

That he understands the significance of his release of unknown claims and his waiver of statutory protection against a release of unknown claims. Accordingly, Executive expressly waives any and all rights and benefits under Section 1542 of the California Civil Code, which states:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

That he is waiving all rights to sue or obtain equitable, remedial or punitive relief from any or all Employer Parties of any kind whatsoever, including, without limitation, reinstatement, back pay, front pay, attorneys’ fees and any form of injunctive relief. Notwithstanding the above, he further acknowledges that he is not waiving and is not being required to waive (i) any right that cannot be waived under law, including the right to file an administrative charge or to participate in an administrative investigation or proceeding; provided, however, that he disclaims and waives any right to share or participate in any monetary award

EXECUTION VERSION

resulting from the prosecution of such charge or investigation or proceeding, (ii) any claim for indemnity pursuant to the Employer’s by-laws, articles of incorporation or Section 13 of the Agreement, (iii) any claim for attorney’s fees under Section 14, (iv) any claim for Benefits and other payments (as provided for in the Agreement); or (v) any rights as an equity stakeholder in the Employer.

That he has signed this Release voluntarily and knowingly in exchange for the consideration described herein, which he acknowledges is adequate and satisfactory to him and which he acknowledges is in addition to any other benefits to which he is otherwise entitled.

That he has been and is hereby advised in writing to consult with an attorney prior to signing this Release.

That he does not waive rights or claims that may arise after the date this Release is executed or those claims arising under the Agreement with respect to payments and other rights due Executive on the date of, or during the period following, the termination of his Employment.

That the Employer has provided him with adequate opportunity, including a period of twenty-one (21) days from the initial receipt of this Release and all other time periods required by applicable law, within which to consider this Release (it being understood by Executive that Executive may execute this Release less than 21 days from its receipt from the Employer, but agrees that such execution will represent his knowing waiver of such 21-day consideration period), and he has been advised by the Employer to consult with counsel in respect thereof.

That he has seven (7) calendar days after signing this Release within which to rescind, in a writing delivered to the Employer, the portion of this Release related to claims arising under ADEA or any other claim arising under any other federal, state or local law that requires extension of this revocation right as a condition to the valid release and waiver of such claim.

That at no time prior to or contemporaneous with his execution of this Release has he filed or caused or knowingly permitted the filing or maintenance, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency or other tribunal, any charge, claim or action of any kind, nature and character whatsoever (“Claim”), known or unknown, suspected or unsuspected, which he may now have or has ever had against the Employer Parties which is based in whole or in part on any matter referred to in Section 1 above; and, subject to the Employer’s performance under this Release, to the maximum extent permitted by law, Executive is prohibited from filing or maintaining, or causing or knowingly permitting the filing or maintaining, of any such Claim in any such forum. Executive further covenants and agrees that he will not encourage any person or entity, including but not limited to any current or former employee, officer, director or stockholder of the Employer, to institute any Claim against the Employer Parties or any of them, and that except as expressly permitted by law or administrative policy or as required by legally enforceable order he will not aid or assist any such person or entity in prosecuting such Claim. Notwithstanding the foregoing, Executive acknowledges and agrees that neither this Release, nor any other agreement with the Employer,

EXECUTION VERSION

extends to, or in any way prohibits, Executive from reporting any suspected violation of law to a governmental agency, with or without notice to the Employer, or from accepting any monetary award in connection therewith. Nothing in this Release prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to believe is unlawful.

6. Miscellaneous

This Release and the Agreement, and any other documents expressly referenced therein, constitute the complete and entire agreement and understanding of Executive and the Employer with respect to the subject matter hereof, and supersedes in its entirety any and all prior understandings, commitments, obligations and/or agreements, whether written or oral, with respect thereto.

The invalidity or unenforceability of any provision of this Release shall not affect the validity or enforceability of any other provision of this Release, which shall otherwise remain in full force and effect.

This Release may be executed in separate counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

The obligations of each of the Employer and Executive hereunder shall be binding upon their respective successors and assigns. The rights of each of the Employer and Executive and the rights of the Employer Parties shall inure to the benefit of, and be enforceable by, any of the Employer’s, Executive’s and the Employer Parties’ respective successors and assigns. The Employer may assign all rights and obligations of this Release to any successor in interest to the assets of the Employer.

No amendment to or waiver of this Release or any of its terms shall be binding upon any party hereto unless consented to in writing by such party.

ALL ISSUES AND QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF CALIFORNIA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF CALIFORNIA.

* * * * *

EXECUTION VERSION

Intending to be legally bound hereby, Executive and the Employer have executed this Release as of the date first written above.

RONALD N. TUTOR

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Ronald N. Tutor

TUTOR PERINI CORPORATION

By: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Name: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Title: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

READ CAREFULLY BEFORE SIGNING

I have read this Release and have been given adequate opportunity, including 21 days from my initial receipt of this Release, to review this Release and to consult legal counsel prior to my signing of this Release. I understand that by executing this Release I will relinquish certain rights or demands I may have against the Employer Parties or any of them.

Ronald N. Tutor

Witness:

Signature

Print Name

---

## EX-31.1

SEC source: [tpc-20260630x10qexx311.htm](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630x10qexx311.htm)

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Gary G. Smalley, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Tutor Perini Corporation (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2026 /s/ Gary G. Smalley

Gary G. Smalley

Chief Executive Officer and President

---

## EX-31.2

SEC source: [tpc-20260630x10qexx312.htm](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630x10qexx312.htm)

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Ryan J. Soroka, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Tutor Perini Corporation (the “registrant”);

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 5, 2026 /s/ Ryan J. Soroka

Ryan J. Soroka

Executive Vice President and Chief Financial Officer

---

## EX-32.1

SEC source: [tpc-20260630x10qexx321.htm](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630x10qexx321.htm)

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tutor Perini Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Gary G. Smalley, Chief Executive Officer and President of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 5, 2026 /s/ Gary G. Smalley

Gary G. Smalley

Chief Executive Officer and President

A signed original of this written statement required by Section 906 has been provided to Tutor Perini Corporation and will be retained by Tutor Perini Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

---

## EX-32.2

SEC source: [tpc-20260630x10qexx322.htm](https://www.sec.gov/Archives/edgar/data/77543/000007754326000186/tpc-20260630x10qexx322.htm)

Exhibit 32.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Tutor Perini Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Ryan J. Soroka, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 5, 2026 /s/ Ryan J. Soroka

Ryan J. Soroka

Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Tutor Perini Corporation and will be retained by Tutor Perini Corporation and furnished to the Securities and Exchange Commission or its staff upon request.