owned by the Jose Ramon Mas Irrevocable Family Trust (the “JR Trust”), of which Jorge Mas is a trustee; (iv) 276,000 shares of common stock owned by Mas Equity Partners III, LLC, a Delaware limited liability company (“Mas Partners III”), in which Mas Equity Partners, LLC, a Delaware limited liability company (“Mas Partners”), is a member and of which Jorge Mas is the sole member; (v) 100,000 shares owned by the Mas Family Foundation Inc. (the “Family Foundation”), a Florida not-for-profit corporation, of which Jorge Mas is the president and member of the Board of Directors; and (vi) 4,540,848 shares of common stock owned individually by Jorge Mas. JM Holdings I and JM Holdings each possess sole voting and dispositive power with respect to 5,665,484 shares, the JM Trust possesses shared voting and dispositive power with respect to 848,941 shares, the JR Trust possesses shared voting and dispositive power with respect to 425,000 shares, Mas Partners III and Mas Partners each possess shared voting and dispositive power with respect to 276,000 shares, the Family Foundation possesses shared voting and dispositive power with respect to 100,000 shares and Jorge Mas possesses sole voting and dispositive power with respect to 10,206,332 shares and shared voting and dispositive power with respect to 1,649,941 shares.
As previously disclosed, JM Holdings I entered into a prepaid variable forward sale contract (as amended on November 28, 2022 and August 16, 2024, the “Jorge Mas VFS Contract”) with an unaffiliated third-party buyer. JM Holdings I pledged an aggregate of 1,176,933 shares (the “Jorge Mas Pledged Shares”) of the Company’s common stock to secure its obligations under the Jorge Mas VFS Contract and retained ownership and voting rights in the Jorge Mas Pledged Shares during the term of the pledge.
On August 18, 2025, JM Holdings I and the buyer entered into a third amendment to the Jorge Mas VFS Contract (as so further amended, the “Amended Agreement”) to amend the Floor Price (as defined below) and the Cap Price (as defined below) for each Tranche 2 Component (as defined below), which were determined based on the volume weighted average price (the “VWAP”) of MasTec, Inc.’s common stock for a specified period ended on August 21, 2025, and to appropriately adjust the number of shares to be delivered on the respective valuation date for each Tranche 2 Component, with such adjustment resulting in a reduction in the number of Jorge Mas Pledged Shares to 1,099,335 shares (the “Jorge Mas 2025 Pledged Shares”). The Amended Agreement provides for the settlement of the transaction, at JM Holdings I’s option, in cash or shares of MasTec, Inc. common stock. The Jorge Mas 2025 Pledged Shares are divided into two tranches (each, a “Tranche”) of 15 components each (“Tranche 1 Components” or “Tranche 2 Components”). The number of shares of MasTec, Inc. common stock to be potentially delivered to the buyer on the valuation date of each Tranche 1 Component or Tranche 2 Component (or on which to base the amount of cash to be delivered to the buyer on such valuation date), is to be determined as follows: (a) if the VWAP of MasTec, Inc. common stock on the valuation date for the applicable Tranche 1 Component or Tranche 2 Component (each, a “Valuation Price”) is less than or equal to $97.3535 (the “Tranche 1 Floor Price”) or $157.3441 (the “Tranche 2 Floor Price,” and each of the Tranche 1 Floor Price and Tranche 2 Floor Price, a “Floor Price”), respectively, then JM Holdings I will deliver to the buyer all of the Pledged Shares for the applicable Tranche 1 Component or Tranche 2 Component; (b) if such Valuation Price for the Tranche 1 Component or Tranche 2 Component is greater than the Tranche 1 Floor Price or Tranche 2 Floor Price, respectively, but less than or equal to $127.6413 (the “Tranche 1 Cap Price”) or $243.0093 (the “Tranche 2 Cap Price,” and each of the Tranche 1 Cap Price and Tranche 2 Cap Price, a “Cap Price”), respectively, then JM Holdings I will deliver to the buyer the number of shares equal to 100% of the Jorge Mas 2025 Pledged Shares for the applicable Tranche 1 Component or Tranche 2 Component multiplied by the quotient of the applicable Floor Price divided by such Valuation Price; and (c) if such Valuation Price for the Tranche 1 Component or Tranche 2 Component exceeds the Tranche 1 Cap Price or Tranche 2 Cap Price, respectively, then JM Holdings I will deliver to the buyer the number of shares equal to 100% of the Jorge Mas 2025 Pledged Shares for the applicable component multiplied by the quotient of (x) the applicable Floor Price plus such excess divided by (y) such Valuation Price.
Each component is exercisable on the same date as it expires, which date for each component is between August 17, 2026 and September 3, 2027.
In addition, effective October 19, 2021, Jorge Mas entered into a loan arrangement with a financial institution pursuant to which Mr. Mas pledged 417,700 shares of the Company’s common stock to secure his obligations under such loan.
Jorge Mas disclaims beneficial ownership of all shares of common stock held by JM Trust, JR Trust, Mas Partners III and the Family Foundation, except, in each case, to the extent of his pecuniary interest therein.
(4)
| Includes: (i) 3,228,064 shares owned by Jose R. Mas individually; (ii) 1,280,688 shares owned by Jose Ramon Mas Holdings I, LLC, a Florida limited liability company (“JRM Holdings I”), which is controlled by Jose Ramon Mas Holdings, LLC, a Florida limited liability company (“JRM Holdings”), of which Jose R. Mas is the sole member; (iii) 848,941 shares owned by the JM Trust, of which Jose R. Mas is a trustee; (iv) 425,000 shares owned by the JR Trust, of which Patricia Mas, the wife of Jose R. Mas, is a trustee; (v) 276,000 shares owned by Mas Partners III, in which Jose R. Mas is a member; and (vi) 100,000 shares owned by the Family Foundation, of which Jose R. Mas is the secretary and a member of the Board of Directors. JRM Holdings I and JRM Holdings each possess sole voting and dispositive power with respect to 1,280,688 shares, the JM Trust possesses shared voting and dispositive power with respect to 848,941 shares, the JR Trust possesses shared voting and dispositive power with respect to 425,000 shares, Mas Partners III possesses shared voting and dispositive power with respect to 276,000 shares, the Family Foundation possesses shared voting and dispositive power with respect to 100,000 shares and Jose R. Mas possesses sole voting and dispositive power with respect to 4,508,752 shares and shared voting and dispositive power with respect to 1,649,941 shares. |
As previously reported, Jose R. Mas entered into prepaid variable forward sale contract (as amended on November 28, 2022 and August 16, 2024, the “Jose R. Mas VFS Contract”) with an unaffiliated third-party buyer. Jose R. Mas pledged an aggregate of 364,850 shares (the “Jose R. Mas Pledged Shares”) of Company common stock to secure his obligations under the Jose R. Mas VFS Contract and retained ownership and voting rights in the Jose R. Mas Pledged Shares during the term of the pledge.
On August 18, 2025, Jose R. Mas and the buyer entered into a third amendment to the Jose R. Mas VFS Contract (as so further amended, the “Amended Jose R. Mas VFS Contract”) to amend the Floor Price and the Cap Price for each Tranche 2 Component (as defined below), which were determined based on the VWAP of the Company’s common stock for a specified period ended on August 21, 2025, and to appropriately adjust the number of shares to be delivered on the respective valuation date for each Tranche 2 Component, with such adjustment resulting in a reduction in the number of Jose R. Mas Pledged Shares to 340,794 shares (the “Jose R. Mas 2025 Pledged Shares”).
The Amended Jose R. Mas VFS Contract provides for the settlement of the transaction, at the reporting person’s option, in cash or shares of MasTec, Inc. common stock. The Jose R. Mas 2025 Pledged Shares are divided into two tranches of 15 components each (“JRM Tranche 1 Components” or “JRM Tranche 2 Components”). The number of shares of MasTec, Inc. common stock to be potentially delivered to the buyer on the valuation date of each JRM Tranche 1 Component or JRM Tranche 2 Component (or on which to base the amount of cash to be delivered to the buyer on such valuation date) is to be determined as follows: (a) if the VWAP of MasTec, Inc. common stock on the valuation date for the applicable JRM Tranche 1 Component or JRM Tranche 2 Component (each, a “JRM Valuation Price”) is less than or equal to $97.3535 (the “JRM Tranche 1 Floor Price”) or $157.3441 (the “ JRM Tranche 2 Floor Price,” and each of the JRM Tranche 1 Floor Price and JRM Tranche 2 Floor Price, a “JRM Floor Price”), respectively, then Jose R. Mas will deliver to the buyer all of the Jose R. Mas 2025 Pledged Shares for the applicable JRM Tranche 1 Component or JRM Tranche 2 Component; (b) if such JRM Valuation Price for the JRM Tranche 1 Component or JRM Tranche 2 Component is greater than the JRM Tranche 1 Floor Price or JRM Tranche 2 Floor Price, respectively, but less than or equal to $127.6413 (the “JRM Tranche 1 Cap Price”) or $243.0093 (the “JRM Tranche 2 Cap Price,” and each of the JRM Tranche 1 Cap Price and JRM Tranche 2 Cap Price, a “JRM Cap Price”), respectively, then Jose R. Mas will deliver to the buyer the number of shares equal to 100% of the Jose R. Mas 2025 Pledged Shares for the applicable JRM Tranche 1 Component or JRM Tranche 2 Component multiplied by the quotient of the applicable JRM Floor Price divided by such JRM Valuation Price; and (c) if such JRM Valuation Price for the JRM Tranche 1 Component or JRM Tranche 2 Component exceeds the JRM Tranche 1 Cap Price or JRM Tranche 2 Cap Price, respectively, then Jose R. Mas will deliver to the buyer the number of shares equal to 100% of the Jose R. Mas 2025 Pledged Shares for the applicable component multiplied by the quotient of (x) the applicable JRM Floor Price plus such excess divided by (y) such JRM Valuation Price. Each component is exercisable on the same date as it expires, which date for each component is between August 17, 2026 and September 3, 2027.
Jose R. Mas disclaims beneficial ownership of all shares of common stock held by the JM Trust, the JR Trust and the Family Foundation, except, in each case, to the extent of his pecuniary interest therein.
