Tutor Perini Corp 10-Q for FY2026 Q3
Tutor Perini Corp (TPC)
10-Q
2026-11-04
For: 2026-09-30
View Original
Added on
November 04, 2026
About this 10-Q
Tutor Perini Corp filed this 10-Q on November 4, 2026, covering the quarter ended September 30, 2026 (FY2026 Q3).
Headline figures
Quarter ended September 30, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $1.72B
- up 21.5% from $1.42B a year earlier
- Net income
- $20.7M
- up 470.1% from net income of $3.63M a year earlier
- Diluted EPS
- $0.39
- up 457.1% from $0.07 a year earlier
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 | ||||||||
| 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
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | ||
| (Address of principal executive offices) | ||
| (I.R.S. Employer Identification No.) | ||
| (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 | ||||||
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.
☒ | 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 October 29, 2026 was 52,569,117 .
TUTOR PERINI CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
| Page Numbers | |||||||||||
2
PART I. – FINANCIAL INFORMATION
Item 1. Financial Statements
TUTOR PERINI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
UNAUDITED
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands, except per common share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| REVENUE | $ | $ | $ | $ | |||||||||||||||||||
| COST OF OPERATIONS | ( | ( | ( | ( | |||||||||||||||||||
| GROSS PROFIT | |||||||||||||||||||||||
| General and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| INCOME FROM CONSTRUCTION OPERATIONS | |||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Loss on extinguishment of debt | ( | ( | |||||||||||||||||||||
| Pension settlement charge | ( | ( | |||||||||||||||||||||
| INCOME BEFORE INCOME TAXES | |||||||||||||||||||||||
| Income tax expense | ( | ( | ( | ( | |||||||||||||||||||
| NET INCOME | |||||||||||||||||||||||
| LESS: NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | |||||||||||||||||||||||
| NET INCOME ATTRIBUTABLE TO TUTOR PERINI CORPORATION | $ | $ | $ | $ | |||||||||||||||||||
| BASIC EARNINGS PER COMMON SHARE | $ | $ | $ | $ | |||||||||||||||||||
| DILUTED EARNINGS PER COMMON SHARE | $ | $ | $ | $ | |||||||||||||||||||
| WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING: | |||||||||||||||||||||||
| BASIC | |||||||||||||||||||||||
| DILUTED | |||||||||||||||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
TUTOR PERINI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
UNAUDITED
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||
| NET INCOME | $ | $ | $ | $ | |||||||||||||||||||
| OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX: | |||||||||||||||||||||||
| Defined benefit pension plan adjustments | |||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ( | ||||||||||||||||||||
| Unrealized gain (loss) in fair value of investments | ( | ( | |||||||||||||||||||||
| TOTAL OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | ( | ||||||||||||||||||||||
| COMPREHENSIVE INCOME | |||||||||||||||||||||||
| LESS: COMPREHENSIVE INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | |||||||||||||||||||||||
| COMPREHENSIVE INCOME ATTRIBUTABLE TO TUTOR PERINI CORPORATION | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4
TUTOR PERINI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
| (in thousands, except share and per share amounts) | As of September 30, 2026 | As of December 31, 2025 | |||||||||
| ASSETS | |||||||||||
| CURRENT ASSETS: | |||||||||||
Cash and cash equivalents ($ | $ | $ | |||||||||
| Restricted cash | |||||||||||
| Restricted investments | |||||||||||
Accounts receivable ($ | |||||||||||
Retention receivable ($ | |||||||||||
Costs and estimated earnings in excess of billings ($ | |||||||||||
Other current assets ($ | |||||||||||
| Total current assets | |||||||||||
PROPERTY AND EQUIPMENT (“P&E”), net of accumulated depreciation of $ | |||||||||||
| GOODWILL | |||||||||||
| INTANGIBLE ASSETS, NET | |||||||||||
DEFERRED INCOME TAXES | |||||||||||
OTHER ASSETS ($ | |||||||||||
| TOTAL ASSETS | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| CURRENT LIABILITIES: | |||||||||||
| Current maturities of long-term debt | $ | $ | |||||||||
Accounts payable ($ | |||||||||||
Retention payable ($ | |||||||||||
Billings in excess of costs and estimated earnings ($ | |||||||||||
Accrued expenses and other current liabilities ($ | |||||||||||
| Total current liabilities | |||||||||||
LONG-TERM DEBT, less current maturities, net of unamortized discount and debt issuance costs totaling $ | |||||||||||
OTHER LONG-TERM LIABILITIES ($ | |||||||||||
| TOTAL LIABILITIES | |||||||||||
COMMITMENTS AND CONTINGENCIES (NOTE 12) | |||||||||||
| EQUITY | |||||||||||
| Stockholders' equity: | |||||||||||
Preferred stock - authorized | |||||||||||
Common stock - authorized | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
| Total stockholders' equity | |||||||||||
| Noncontrolling interests | |||||||||||
| TOTAL EQUITY | |||||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | |||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
5
TUTOR PERINI CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
| Nine Months Ended September 30, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| Cash Flows from Operating Activities: | |||||||||||
Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | |||||||||||
| Amortization of intangible assets | |||||||||||
| Share-based compensation expense | |||||||||||
| Pension settlement charge | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Change in debt discounts and deferred debt issuance costs | |||||||||||
| Deferred income taxes | |||||||||||
| Gain on sale of property and equipment | ( | ( | |||||||||
| Changes in other components of working capital | |||||||||||
| Other long-term liabilities | |||||||||||
| Other, net | ( | ||||||||||
| NET CASH PROVIDED BY OPERATING ACTIVITIES | |||||||||||
| Cash Flows from Investing Activities: | |||||||||||
| Acquisition of property and equipment | ( | ( | |||||||||
| Proceeds from sale of property and equipment | |||||||||||
| Investments in securities | ( | ( | |||||||||
| Proceeds from maturities and sales of investments in securities | |||||||||||
| NET CASH USED IN INVESTING ACTIVITIES | ( | ( | |||||||||
| Cash Flows from Financing Activities: | |||||||||||
| Proceeds from debt | |||||||||||
| Repayment of debt | ( | ( | |||||||||
| Cash payments related to share-based compensation | ( | ( | |||||||||
| Payment of dividends | ( | ||||||||||
| Repurchase of common stock | ( | ||||||||||
| Distributions paid to noncontrolling interests | ( | ( | |||||||||
| Contributions from noncontrolling interests | |||||||||||
| Debt issuance and extinguishment costs | ( | ||||||||||
| NET CASH USED IN FINANCING ACTIVITIES | ( | ( | |||||||||
| Net increase in cash, cash equivalents and restricted cash | |||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | |||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | |||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
6
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 nine months ended September 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 September 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 nine months ended September 30, 2026 and 2025.
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Civil segment revenue by end market: | ||||||||||||||||||||||||||
| Mass transit (includes certain transportation and tunneling projects) | $ | $ | $ | $ | ||||||||||||||||||||||
| Military facilities | ||||||||||||||||||||||||||
| Bridges | ||||||||||||||||||||||||||
| Detention facilities | ||||||||||||||||||||||||||
| Power and energy | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total Civil segment revenue | $ | $ | $ | $ | ||||||||||||||||||||||
7
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Building segment revenue by end market: | ||||||||||||||||||||||||||
| Healthcare facilities | $ | $ | $ | $ | ||||||||||||||||||||||
| Detention facilities | ||||||||||||||||||||||||||
| Government | ||||||||||||||||||||||||||
| Education facilities | ||||||||||||||||||||||||||
| Hospitality and gaming | ||||||||||||||||||||||||||
| Mass transit (includes transportation projects) | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total Building segment revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Specialty Contractors segment revenue by end market: | ||||||||||||||||||||||||||
| Mass transit (includes certain transportation and tunneling projects) | $ | $ | $ | $ | ||||||||||||||||||||||
| Detention facilities | ||||||||||||||||||||||||||
| Healthcare facilities | ||||||||||||||||||||||||||
| Commercial and industrial facilities | ||||||||||||||||||||||||||
| Multi-unit residential | ||||||||||||||||||||||||||
| Government | ||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||
| Total Specialty Contractors segment revenue | $ | $ | $ | $ | ||||||||||||||||||||||
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||
| (in thousands) | Civil | Building | Specialty Contractors | Total | Civil | Building | Specialty Contractors | Total | |||||||||||||||||||||
| Revenue by customer type: | |||||||||||||||||||||||||||||
| State and local agencies | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Federal agencies | |||||||||||||||||||||||||||||
Private owners | |||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||
| (in thousands) | Civil | Building | Specialty Contractors | Total | Civil | Building | Specialty Contractors | Total | |||||||||||||||||||||
| Revenue by customer type: | |||||||||||||||||||||||||||||
| State and local agencies | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Federal agencies | |||||||||||||||||||||||||||||
Private owners | |||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
8
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||||
| (in thousands) | Civil | Building | Specialty Contractors | Total | Civil | Building | Specialty Contractors | Total | |||||||||||||||||||||
| Revenue by contract type: | |||||||||||||||||||||||||||||
| Fixed price | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
Guaranteed maximum price | |||||||||||||||||||||||||||||
| Unit price | |||||||||||||||||||||||||||||
| Cost plus fee and other | |||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||||
| (in thousands) | Civil | Building | Specialty Contractors | Total | Civil | Building | Specialty Contractors | Total | |||||||||||||||||||||
| Revenue by contract type: | |||||||||||||||||||||||||||||
| Fixed price | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
Guaranteed maximum price | |||||||||||||||||||||||||||||
| Unit price | |||||||||||||||||||||||||||||
| Cost plus fee and other | |||||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
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 negatively impacted by $8.7 million and $4.5 million during the three and nine months ended September 30, 2026, respectively, due to performance obligations satisfied (or partially satisfied) in prior periods. Revenue was negatively impacted by $23.6 million and $26.6 million during the three and nine months ended September 30, 2025, respectively, 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 September 30, 2026, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $9.7 billion, $5.3 billion and $2.4 billion for the Civil, Building and Specialty Contractors segments, respectively. As of September 30, 2025, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $10.2 billion, $5.2 billion and $2.5 billion for the Civil, Building and Specialty Contractors segments, respectively. The Company typically recognizes revenue on Civil segment projects over a period of to five years , whereas for projects in the Building and Specialty Contractors segments, the Company typically recognizes revenue over a period of to three years . Certain larger projects across all three segments may extend over a longer duration.
9
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 September 30, 2026 | As of December 31, 2025 | ||||||||||||
| Contract Assets: | ||||||||||||||
| Costs and estimated earnings in excess of billings: | ||||||||||||||
| Claims | $ | $ | ||||||||||||
| Unapproved change orders | ||||||||||||||
| Other unbilled costs and profits | ||||||||||||||
| Total costs and estimated earnings in excess of billings | $ | $ | ||||||||||||
| Contract Liabilities: | ||||||||||||||
| Billings in excess of costs and estimated earnings | $ | $ | ||||||||||||
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 September 30, 2026 estimated by management to be collected beyond one year is approximately $521.4 million.
10
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 September 30, 2026 | As of December 31, 2025 | ||||||||||||
| Cash and cash equivalents available for general corporate purposes | $ | $ | ||||||||||||
| Joint venture cash and cash equivalents | ||||||||||||||
| Cash and cash equivalents | ||||||||||||||
| Restricted cash | ||||||||||||||
| Total cash, cash equivalents and restricted cash | $ | $ | ||||||||||||
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 September 30, 2026 | As of December 31, 2025 | ||||||||||||
Capitalized contract costs | $ | $ | ||||||||||||
Other | ||||||||||||||
Total other current assets | $ | $ | ||||||||||||
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 nine months ended September 30, 2026, $42.5 million and $138.4 million, respectively, of previously capitalized contract costs were amortized and recognized as expense on the related contracts. During the three and nine months ended September 30, 2025, $36.3 million and $68.7 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 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.
11
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||
| (in thousands, except per common share data) | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Net income attributable to Tutor Perini Corporation | $ | $ | $ | $ | ||||||||||||||||||||||
| Weighted-average common shares outstanding, basic | ||||||||||||||||||||||||||
| Effect of dilutive RSUs and stock options | ||||||||||||||||||||||||||
| Weighted-average common shares outstanding, diluted | ||||||||||||||||||||||||||
| Net income attributable to Tutor Perini Corporation per common share: | ||||||||||||||||||||||||||
| Basic | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted | $ | $ | $ | $ | ||||||||||||||||||||||
| Anti-dilutive securities not included above | ||||||||||||||||||||||||||
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 $11.1 million and $58.9 million for the three and nine months ended September 30, 2026, respectively. The effective income tax rate was 22.7 % and 26.7 % for the three and nine months ended September 30, 2026, respectively. The effective income tax rate for both the three and nine months ended September 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 $15.2 million and $50.0 million for the three and nine months ended September 30, 2025, respectively. The effective income tax rate was 44.6 % and 31.5 % for the three and nine months ended September 30, 2025, respectively. The effective income tax rate for both the three and nine months ended September 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 September 30, 2026:
| (in thousands) | Civil | Building | Specialty Contractors | Total | ||||||||||||||||||||||
Gross goodwill as of December 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
Accumulated impairment as of December 31, 2025 | ( | ( | ( | ( | ||||||||||||||||||||||
| Goodwill as of December 31, 2025 | ||||||||||||||||||||||||||
| Current year activity | ||||||||||||||||||||||||||
| Goodwill as of September 30, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
The Company performed its annual impairment test in the fourth quarter of 2025 and concluded goodwill was no t 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.
12
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:
| As of September 30, 2026 | Weighted-Average Amortization Period | |||||||||||||||||||||||||||||||
| (in thousands) | Cost | Accumulated Amortization | Accumulated Impairment Charge | Carrying Value | ||||||||||||||||||||||||||||
| Trade names (non-amortizable) | $ | $ | — | $ | ( | $ | Indefinite | |||||||||||||||||||||||||
| Trade names (amortizable) | ( | ( | ||||||||||||||||||||||||||||||
| Contractor license | — | ( | N/A | |||||||||||||||||||||||||||||
| Customer relationships | ( | ( | N/A | |||||||||||||||||||||||||||||
| Construction contract backlog | ( | — | N/A | |||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||
| As of December 31, 2025 | Weighted-Average Amortization Period | |||||||||||||||||||||||||||||||
| (in thousands) | Cost | Accumulated Amortization | Accumulated Impairment Charge | Carrying Value | ||||||||||||||||||||||||||||
| Trade names (non-amortizable) | $ | $ | — | $ | ( | $ | Indefinite | |||||||||||||||||||||||||
| Trade names (amortizable) | ( | ( | ||||||||||||||||||||||||||||||
| Contractor license | — | ( | N/A | |||||||||||||||||||||||||||||
| Customer relationships | ( | ( | N/A | |||||||||||||||||||||||||||||
| Construction contract backlog | ( | — | N/A | |||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||
Amortization expense related to amortizable intangible assets for the three and nine months ended September 30, 2026 was $0.6 million and $1.7 million, respectively. Amortization expense related to amortizable intangible assets for the three and nine months ended September 30, 2025 was $0.6 million and $1.7 million, respectively. As of September 30, 2026, future amortization expense related to amortizable intangible assets will be approximately $0.6 million for the remainder of 2026, $2.2 2.3 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
13
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 September 30, 2026 | As of December 31, 2025 | ||||||||||||
| 2026 Senior Notes | $ | $ | ||||||||||||
| 2024 Senior Notes | ||||||||||||||
| Revolver | ||||||||||||||
| Equipment financing and mortgages | ||||||||||||||
| Other indebtedness | ||||||||||||||
| Total debt | ||||||||||||||
| Less: Current maturities | ||||||||||||||
| Long-term debt, net | $ | $ | ||||||||||||
The following table reconciles the outstanding debt balances to the reported debt balances as of September 30, 2026 and December 31, 2025:
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||||||||||||||
| (in thousands) | Outstanding Debt | Unamortized Discounts and Issuance Costs | Debt, as reported | Outstanding Debt | Unamortized Discounts and Issuance Costs | Debt, as reported | |||||||||||||||||
| 2026 Senior Notes | $ | $ | ( | $ | $ | $ | $ | ||||||||||||||||
| 2024 Senior Notes | ( | ||||||||||||||||||||||
The unamortized issuance costs related to the Revolver were $3.1 million and $0.9 million as of September 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.
Redemption of 2024 Senior Notes
On July 2, 2026, the proceeds of the 2026 Senior Notes, together with cash on hand, were used to redeem in full the $400.0 million 11.875 % Senior Notes due April 30, 2029 (the “2024 Senior Notes”) at a redemption price of 108.906 % of the principal amount. As a result, the Company recognized debt extinguishment costs of $51.4
14
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
ended September 30, 2026, consisting of $35.6 15.8 million of non-cash expense for 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.
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. 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 its amendment on October 31, 2022, 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.
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. The new financial maintenance covenants apply solely with respect to the Revolver and are tested as of the last day of each fiscal quarter, beginning with the fiscal quarter ended June 30, 2026. 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) does 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) does 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)).
15
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The 2026 Credit Agreement also includes certain customary representations and warranties, affirmative and negative 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.
The Company had no borrowings under the Revolver during the nine months ended September 30, 2026. As of September 30, 2026, the entire $350.0 million was available under the Revolver with a borrowing rate of 7.75 %. The Company was in compliance with the financial covenants under the 2026 Credit Agreement for the period ended September 30, 2026.
Interest Expense
Interest expense as reported in the Condensed Consolidated Statements of Operations consisted of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Cash interest expense: | |||||||||||||||||
| Interest on 2026 Senior Notes | $ | $ | $ | $ | |||||||||||||
| Interest on 2024 Senior Notes | |||||||||||||||||
| Interest on Term Loan B | |||||||||||||||||
| Interest on Revolver | |||||||||||||||||
| Other interest | |||||||||||||||||
| Total cash interest expense | |||||||||||||||||
Non-cash interest expense:(a) | |||||||||||||||||
| Amortization of debt issuance costs on 2026 Senior Notes | |||||||||||||||||
| Amortization of debt issuance costs on 2024 Senior Notes | |||||||||||||||||
| Amortization of debt issuance costs on Revolver | |||||||||||||||||
| Total non-cash interest expense | |||||||||||||||||
| Total interest expense | $ | $ | $ | $ | |||||||||||||
____________________________________________________________________________________________________
(a)The combination of cash and non-cash interest expense produces effective interest rates that are higher than contractual rates. Accordingly, the effective interest rates for the 2026 Senior Notes and 2024 Senior Notes were 6.94 % and 13.56 %, respectively, for the nine months ended September 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 September 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.
16
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The following table presents components of lease expense for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating lease expense | $ | $ | $ | $ | |||||||||||||
Short-term lease expense(a) | |||||||||||||||||
| Less: Sublease income | |||||||||||||||||
| Total lease expense | $ | $ | $ | $ | |||||||||||||
____________________________________________________________________________________________________
(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.
The following table presents supplemental balance sheet information related to operating leases:
| (dollars in thousands) | Balance Sheet Line Item | As of September 30, 2026 | As of December 31, 2025 | ||||||||
| Assets | |||||||||||
| Right-of-use assets | $ | $ | |||||||||
| Total lease assets | $ | $ | |||||||||
| Liabilities | |||||||||||
| Current lease liabilities | $ | $ | |||||||||
| Long-term lease liabilities | |||||||||||
| Total lease liabilities | $ | $ | |||||||||
| Weighted-average remaining lease term | |||||||||||
| Weighted-average discount rate | % | % | |||||||||
The following table presents supplemental cash flow information and non-cash activity related to operating leases:
| Nine Months Ended September 30, | ||||||||
| (in thousands) | 2026 | 2025 | ||||||
| Operating cash flow information: | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities | $ | ( | $ | ( | ||||
| Non-cash activity: | ||||||||
| Right-of-use assets obtained in exchange for lease liabilities | $ | $ | ||||||
17
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
The following table presents maturities of operating lease liabilities on an undiscounted basis as of September 30, 2026:
Year (in thousands) | Operating Leases | ||||
2026 (excluding the nine months ended September 30, 2026) | $ | ||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| 2030 | |||||
| Thereafter | |||||
| Total lease payments | |||||
| Less: Imputed interest | |||||
| Total | $ | ||||
(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 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 includes 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
18
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
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. 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.
19
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
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.
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 of these subcontractors continue to assert unresolved delay-related claims that remain subject to further settlement discussions or adjudication, which have not been scheduled.
In addition, following trial in March 2026, in July 2026, the trial court ruled that TPBC owed its window wall subcontractor $42 million related to the project. Following denial of a motion for reconsideration in August 2026, TPBC filed a notice of appeal in September 2026.
A separate 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. In October 2026, these claims were denied by the trial court, which TPBC intends to further challenge and appeal.
Payment of any potential damages related to the above matters will only be made if the adverse verdicts are ultimately upheld on appeal.
As of September 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 first quarter of 2026. 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 September 30, 2026, there were 3,574,760 shares of common stock available for grant under the Tutor Perini Corporation Omnibus Incentive Plan (the “Plan”). During the nine months ended September 30, 2026 and 2025, the Company granted (1) service-based RSUs totaling 269,387 and 444,405 , respectively, with weighted-average grant date fair values per unit of $77.54
20
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
and $36.45 , 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.
During the nine months ended September 30, 2026, 65,970 RSUs, 12,960 CRSUs, and 31,141 performance-based RSUs were forfeited.
As of September 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 $120.9 million and $85.2 million, respectively. During the nine months ended September 30, 2026 and 2025, the Company paid approximately $31.0 million and $11.6 million, respectively, to settle certain awards.
For the three and nine months ended September 30, 2026, the Company recognized, as part of general and administrative expenses, costs for share-based payment arrangements totaling $19.3 million and $77.2 million, respectively, and $58.7 million and $120.7 million for the three and nine months ended September 30, 2025, respectively. As of September 30, 2026, the balance of unamortized share-based compensation expense was $58.9 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 defined benefit pension plan with an effective date of March 31, 2026. The unfunded supplemental retirement plan remains outstanding.
In the third quarter of 2026, the obligations under the defined benefit pension plan were settled through a combination of lump sum distributions to eligible participants and the purchase of group annuity contracts from a highly-rated third-party insurer. The Company recognized a non-cash pension settlement charge of $33.8 21.1
The following table sets forth a summary of the net periodic benefit cost for the three and nine months ended September 30, 2026 and 2025:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
Service cost(a) | $ | ( | $ | $ | $ | ||||||||||||
Interest cost(b) | |||||||||||||||||
Expected return on plan assets(b) | ( | ( | ( | ( | |||||||||||||
Recognized net actuarial losses(b) | |||||||||||||||||
Pension settlement charge(c) | |||||||||||||||||
| Net periodic benefit cost | $ | $ | $ | $ | |||||||||||||
(a)Amounts included in general and administrative expenses on the Condensed Consolidated Statements of Operations.
(b)Amounts included in other income, net on the Condensed Consolidated Statements of Operations.
(c)The pension settlement charge is separately stated on the Condensed Consolidated Statements of Operations.
21
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Prior to the commencement of the settlement of obligations under the defined benefit pension plan described above, the Company contributed $0.9 million and $1.8 million to its defined benefit pension plan during the nine months ended September 30, 2026 and 2025, respectively. In connection with the settlement, the Company contributed an additional $7.5 million during the third quarter of 2026 to fund the settlement of plan obligations and related post-settlement administrative activities. Following settlement, the defined benefit plan’s projected benefit obligation and plan assets were zero as of September 30, 2026.
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 began 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.
(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
The following fair value hierarchy table presents the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2026 and December 31, 2025:
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||||||||||||||||||||||||||
| Fair Value Hierarchy | Fair Value Hierarchy | ||||||||||||||||||||||||||||||||||
| (in thousands) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | |||||||||||||||||||||||||||
Cash and cash equivalents(a) | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Restricted cash(a) | |||||||||||||||||||||||||||||||||||
Restricted investments(b) | |||||||||||||||||||||||||||||||||||
Investments in lieu of retention(c) | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
____________________________________________________________________________________________________
(a)Includes money market funds and short-term investments with maturity dates of three months or less when acquired.
(b)Restricted investments, as of September 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 September 30, 2026 and December 31, 2025, and are composed of cash and cash equivalents of $50.1 million and $27.8 million, respectively, and AFS debt securities of
22
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
$231.3 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 September 30, 2026 and December 31, 2025:
| As of September 30, 2026 | As of December 31, 2025 | ||||||||||||||||||||||||||||
| (in thousands) | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | Amortized Cost | Unrealized Gains | Unrealized Losses | Fair Value | |||||||||||||||||||||
| Restricted investments: | |||||||||||||||||||||||||||||
| Corporate debt securities | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||
| U.S. government agency securities | ( | ( | |||||||||||||||||||||||||||
| Municipal bonds | ( | ( | |||||||||||||||||||||||||||
| Corporate certificates of deposit | ( | ( | |||||||||||||||||||||||||||
| Total restricted investments | ( | ( | |||||||||||||||||||||||||||
| Investments in lieu of retention: | |||||||||||||||||||||||||||||
| Corporate debt securities | ( | ( | |||||||||||||||||||||||||||
| U.S. government agency securities | ( | ( | |||||||||||||||||||||||||||
| Municipal bonds | ( | ( | |||||||||||||||||||||||||||
| Total investments in lieu of retention | ( | ( | |||||||||||||||||||||||||||
| Total AFS debt securities | $ | $ | $ | ( | $ | $ | $ | $ | ( | $ | |||||||||||||||||||
23
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 September 30, 2026 and December 31, 2025:
| As of September 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 | $ | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| U.S. government agency securities | ( | ( | ( | |||||||||||||||||||||||
| Municipal bonds | ( | ( | ( | |||||||||||||||||||||||
| Corporate certificates of deposit | ( | ( | ||||||||||||||||||||||||
| Total restricted investments | ( | ( | ( | |||||||||||||||||||||||
| Investments in lieu of retention: | ||||||||||||||||||||||||||
| Corporate debt securities | ( | ( | ||||||||||||||||||||||||
| U.S. government agency securities | ( | ( | ||||||||||||||||||||||||
| Municipal bonds | ( | ( | ( | |||||||||||||||||||||||
| Total investments in lieu of retention | ( | ( | ( | |||||||||||||||||||||||
| Total AFS debt securities | $ | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| 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 | $ | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| U.S. government agency securities | ( | ( | ( | |||||||||||||||||||||||
| Municipal bonds | ( | ( | ( | |||||||||||||||||||||||
| Corporate certificates of deposit | ( | ( | ||||||||||||||||||||||||
| Total restricted investments | ( | ( | ( | |||||||||||||||||||||||
| Investments in lieu of retention: | ||||||||||||||||||||||||||
| Corporate debt securities | ( | ( | ( | |||||||||||||||||||||||
| U.S. government agency securities | ( | ( | ||||||||||||||||||||||||
| Municipal bonds | ( | ( | ||||||||||||||||||||||||
| Total investments in lieu of retention | ( | ( | ( | |||||||||||||||||||||||
| Total AFS debt securities | $ | $ | ( | $ | $ | ( | $ | $ | ( | |||||||||||||||||
24
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 nine months ended September 30, 2026.
The amortized cost and fair value of AFS debt securities by contractual maturity as of September 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 | $ | $ | ||||||
| Due after one year through five years | ||||||||
| Due after five years | ||||||||
| Total | $ | $ | ||||||
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 2026 Senior Notes was $390.0 million as of September 30, 2026, and the fair value of the 2024 Senior Notes was $444.2 million as of December 31, 2025. The fair values of the 2026 Senior Notes and 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 September 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 September 30, 2026, the Company had unconsolidated VIE-related current assets and noncurrent assets of $56.7 million and $6.9 million, respectively, as well as current liabilities of $77.6 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 September 30, 2026.
As of September 30, 2026, the Company’s Condensed Consolidated Balance Sheets included current assets and noncurrent assets of $1.2 billion and $40.0 million, respectively, as well as current liabilities and noncurrent liabilities of $794.4 million and $11.3 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,
25
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 nine months ended September 30, 2026 and 2025 is provided below:
| Three Months Ended September 30, 2026 | ||||||||||||||||||||
| (in thousands) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity | ||||||||||||||
| Balance - June 30, 2026 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||
| Net income | — | — | — | |||||||||||||||||
| Other comprehensive income (loss) | — | — | — | ( | ||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||
| Dividends | — | — | ( | — | — | ( | ||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | ( | ( | ||||||||||||||
| Balance - September 30, 2026 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||
| (in thousands) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity | ||||||||||||||
| Balance - December 31, 2025 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||
| Net income | — | — | — | |||||||||||||||||
| Other comprehensive income (loss) | — | — | — | ( | ||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||
| Issuance of common stock, net | ( | — | — | — | ( | |||||||||||||||
| Dividends | — | — | ( | — | — | ( | ||||||||||||||
| Repurchase of common stock | ( | ( | ( | — | — | ( | ||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | ||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | ( | ( | ||||||||||||||
| Balance - September 30, 2026 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||
26
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| Three Months Ended September 30, 2025 | ||||||||||||||||||||
| (in thousands) | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Noncontrolling Interests | Total Equity | ||||||||||||||
| Balance - June 30, 2025 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||
| Net income | — | — | — | |||||||||||||||||
| Other comprehensive income (loss) | — | — | — | ( | ( | |||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | ( | ( | ||||||||||||||
| Balance - September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||
| Nine Months Ended September 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 | $ | $ | $ | ( | $ | ( | $ | $ | ||||||||||||
| Net income | — | — | — | |||||||||||||||||
| Other comprehensive income | — | — | — | |||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||
| Issuance of common stock, net | ( | — | — | — | ( | |||||||||||||||
| Contributions from noncontrolling interests | — | — | — | — | ||||||||||||||||
| Distributions to noncontrolling interests | — | — | — | — | ( | ( | ||||||||||||||
| Balance - September 30, 2025 | $ | $ | $ | $ | ( | $ | $ | |||||||||||||
Dividends
Total dividends declared in the three and nine months ended September 30, 2026 amounted to $5.0 million ($0.09 per share) and $11.6 million ($0.21 per share), respectively, including $0.2 million and $0.6 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 nine months ended September 30, 2026, the Company repurchased 414,952 shares of its common stock on the open market for $30 million at an average price of $72.28 per share under the repurchase program. There were no share repurchases during the three months ended September 30, 2026. As of September 30, 2026, the Company also accrued $0.2 million for applicable excise tax on share repurchases in excess of issuances. As of September 30, 2026, $170 million of the authorization was available for repurchases.
27
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 nine months ended September 30, 2026 and 2025 were as follows:
| Three Months Ended September 30, 2026 | Three Months Ended September 30, 2025 | ||||||||||||||||||||||
| (in thousands) | Before-Tax Amount | Tax (Expense) Benefit | Net-of-Tax Amount | Before-Tax Amount | Tax (Expense) Benefit | Net-of-Tax Amount | |||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Defined benefit pension plan adjustments | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
| Foreign currency translation adjustments | ( | ( | ( | ( | |||||||||||||||||||
| Unrealized gain (loss) in fair value of investments | ( | ( | ( | ||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | ( | ( | |||||||||||||||||||
| Less: Other comprehensive income (loss) attributable to noncontrolling interests | ( | ( | ( | ( | |||||||||||||||||||
| Total other comprehensive income (loss) attributable to Tutor Perini Corporation | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
| Nine Months Ended September 30, 2026 | Nine Months Ended September 30, 2025 | ||||||||||||||||||||||
| (in thousands) | Before-Tax Amount | Tax (Expense) Benefit | Net-of-Tax Amount | Before-Tax Amount | Tax Expense | Net-of-Tax Amount | |||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Defined benefit pension plan adjustments | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
| Foreign currency translation adjustments | ( | ( | ( | ||||||||||||||||||||
| Unrealized gain (loss) in fair value of investments | ( | ( | ( | ||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Less: Other comprehensive income (loss) attributable to noncontrolling interests | ( | ( | |||||||||||||||||||||
| Total other comprehensive income (loss) attributable to Tutor Perini Corporation | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||
28
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 nine months ended September 30, 2026 and 2025 were as follows:
| Three Months Ended September 30, 2026 | ||||||||||||||
| (in thousands) | Defined Benefit Pension Plan | Foreign Currency Translation | Unrealized Loss in Fair Value of Investments, Net | Accumulated Other Comprehensive Income (Loss) | ||||||||||
| Attributable to Tutor Perini Corporation: | ||||||||||||||
| Balance as of June 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Other comprehensive loss before reclassifications | ( | ( | ( | ( | ||||||||||
| Amounts reclassified from AOCI | ( | |||||||||||||
| Total other comprehensive income (loss) | ( | ( | ||||||||||||
| Balance as of September 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Attributable to Noncontrolling Interests: | ||||||||||||||
| Balance as of June 30, 2026 | $ | $ | ( | $ | ( | $ | ( | |||||||
| Other comprehensive income (loss) | ( | ( | ||||||||||||
| Balance as of September 30, 2026 | $ | $ | ( | $ | ( | $ | ( | |||||||
| Nine Months Ended September 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 | $ | ( | $ | ( | $ | $ | ( | |||||||
| Other comprehensive loss before reclassifications | ( | ( | ( | ( | ||||||||||
| Amounts reclassified from AOCI | ( | |||||||||||||
| Total other comprehensive income (loss) | ( | ( | ||||||||||||
| Balance as of September 30, 2026 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Attributable to Noncontrolling Interests: | ||||||||||||||
| Balance as of December 31, 2025 | $ | $ | ( | $ | $ | ( | ||||||||
| Other comprehensive loss | ( | ( | ( | |||||||||||
| Balance as of September 30, 2026 | $ | $ | ( | $ | ( | $ | ( | |||||||
29
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| Three Months Ended September 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 June 30, 2025 | $ | ( | $ | ( | $ | $ | ( | |||||||
| Other comprehensive income (loss) before reclassifications | ( | |||||||||||||
| Amounts reclassified from AOCI | ( | |||||||||||||
| Total other comprehensive income (loss) | ( | |||||||||||||
| Balance as of September 30, 2025 | $ | ( | $ | ( | $ | $ | ( | |||||||
| Attributable to Noncontrolling Interests: | ||||||||||||||
| Balance as of June 30, 2025 | $ | $ | ( | $ | $ | ( | ||||||||
| Other comprehensive income (loss) | ( | ( | ||||||||||||
| Balance as of September 30, 2025 | $ | $ | ( | $ | $ | ( | ||||||||
| Nine Months Ended September 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 | $ | ( | $ | ( | $ | ( | $ | ( | ||||||
| Other comprehensive income before reclassifications | ||||||||||||||
| Amounts reclassified from AOCI | ( | |||||||||||||
| Total other comprehensive income | ||||||||||||||
| Balance as of September 30, 2025 | $ | ( | $ | ( | $ | $ | ( | |||||||
| Attributable to Noncontrolling Interests: | ||||||||||||||
| Balance as of December 31, 2024 | $ | $ | ( | $ | ( | $ | ( | |||||||
| Other comprehensive income | ||||||||||||||
| Balance as of September 30, 2025 | $ | $ | ( | $ | $ | ( | ||||||||
The significant items reclassified out of AOCI and the corresponding location and impact on the Condensed Consolidated Statements of Operations during the three and nine months ended September 30, 2026 and 2025 were as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Component of AOCI: | |||||||||||||||||
Defined benefit pension plan adjustments(a) | $ | $ | $ | $ | |||||||||||||
Income tax benefit(b) | ( | ( | ( | ( | |||||||||||||
| Net of tax | $ | $ | $ | $ | |||||||||||||
Unrealized gain in fair value of investment adjustments(a) | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
Income tax expense(b) | |||||||||||||||||
| Net of tax | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||
___________________________________________________________________________________________________
(a)Amounts included in other income, net on the Condensed Consolidated Statements of Operations, excluding the pension settlement charge of $33.8
(b)Amounts included in income tax expense on the Condensed Consolidated Statements of Operations.
30
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.
31
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 nine months ended September 30, 2026 and 2025:
| Reportable Segments | ||||||||||||||||||||||||||
| (in thousands) | Civil | Building | Specialty Contractors | Total | Corporate | Consolidated Total | ||||||||||||||||||||
| Three Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | — | $ | |||||||||||||||||||
| Elimination of intersegment revenue | ( | ( | ( | — | ( | |||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Reconciliation of revenue to income (loss) from construction operations | ||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Cost of operations | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
General and administrative expenses(a) | ||||||||||||||||||||||||||
| Income (loss) from construction operations | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
Depreciation and amortization(b) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Three Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | — | $ | |||||||||||||||||||
| Elimination of intersegment revenue | ( | ( | ( | — | ( | |||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Reconciliation of revenue to income (loss) from construction operations | ||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Cost of operations | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
General and administrative expenses(a) | ||||||||||||||||||||||||||
| Income (loss) from construction operations | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
Depreciation and amortization(b) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
(a)General and administrative expenses for the three months ended September 30, 2026 and 2025 included share-based compensation expense of $19.3 million ($18.5 million after tax, or $0.35 per diluted share) and $58.7 million ($58.3 million after tax, or $1.08 per diluted share), respectively.
(b)Depreciation and amortization is included in income (loss) from construction operations.
32
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
| Reportable Segments | ||||||||||||||||||||||||||
| (in thousands) | Civil | Building | Specialty Contractors | Total | Corporate | Consolidated Total | ||||||||||||||||||||
| Nine Months Ended September 30, 2026 | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | — | $ | |||||||||||||||||||
| Elimination of intersegment revenue | ( | ( | ( | — | ( | |||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Reconciliation of revenue to income (loss) from construction operations | ||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Cost of operations | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
General and administrative expenses(a) | ||||||||||||||||||||||||||
| Income (loss) from construction operations | $ | $ | $ | $ | (b) | $ | ( | $ | ||||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
Depreciation and amortization(c) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Nine Months Ended September 30, 2025 | ||||||||||||||||||||||||||
| Total revenue | $ | $ | $ | $ | $ | — | $ | |||||||||||||||||||
| Elimination of intersegment revenue | ( | ( | ( | — | ( | |||||||||||||||||||||
| Revenue from external customers | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
| Reconciliation of revenue to income (loss) from construction operations | ||||||||||||||||||||||||||
| Less: | ||||||||||||||||||||||||||
| Cost of operations | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
General and administrative expenses(a) | ||||||||||||||||||||||||||
| Income (loss) from construction operations | $ | $ | $ | ( | $ | (d) | $ | ( | $ | |||||||||||||||||
| Capital expenditures | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
Depreciation and amortization(c) | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||
(a)General and administrative expenses for the nine months ended September 30, 2026 and 2025 included share-based compensation expense of $77.2 million ($75.4 million after tax, or $1.41 per diluted share) and $120.7 million ($119.8 million after tax, or $2.25 per diluted share), respectively.
(b)During the nine months ended September 30, 2026, the Company’s income (loss) from construction operations was impacted by an unfavorable adjustment in the first quarter 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 (which have since been resolved) and with 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 nine months ended September 30, 2025, the Company’s income (loss) from construction operations was impacted by favorable adjustments in the second quarter 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.
33
TUTOR PERINI CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
UNAUDITED
Total assets by segment were as follows:
| (in thousands) | As of September 30, 2026 | As of December 31, 2025 | ||||||
| Civil | $ | $ | ||||||
| Building | ||||||||
| Specialty Contractors | ||||||||
Corporate and other(a) | ( | ( | ||||||
| Total assets | $ | $ | ||||||
____________________________________________________________________________________________________
(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:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue: | |||||||||||||||||
| United States | $ | $ | $ | $ | |||||||||||||
| Foreign and U.S. territories | |||||||||||||||||
| Total revenue | $ | $ | $ | $ | |||||||||||||
| (in thousands) | As of September 30, 2026 | As of December 31, 2025 | ||||||
| Assets: | ||||||||
| United States | $ | $ | ||||||
| Foreign and U.S. territories | ||||||||
| Total assets | $ | $ | ||||||
Major Customers
Revenue from a single customer with multiple projects, impacting the Civil, Building and Specialty Contractors segments, represented 10.8 % of the Company’s consolidated revenue for the nine months ended September 30, 2026, and 14.4 % and 15.1 % of the Company’s consolidated revenue for the three and nine months ended September 30, 2025, respectively. Revenue from an additional customer with multiple projects, impacting the Civil, Building and Specialty Contractors segments, represented 12.8 % and 13.3 % of the Company’s consolidated revenue for the three and nine months ended September 30, 2026, respectively, and 10.1 % and 10.0 % of the Company’s consolidated revenue for the three and nine months ended September 30, 2025, respectively.
Reconciliation of Segment Information to Consolidated Amounts
A reconciliation of segment results to the consolidated income before income taxes is as follows:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in thousands) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Income from construction operations | $ | $ | $ | $ | |||||||||||||
| Other income, net | |||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||
| Loss on extinguishment of debt | ( | ( | |||||||||||||||
| Pension settlement charge | ( | ( | |||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||
34
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 September 30, 2026 and the results of our operations for the three and nine months ended September 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;
•Increased competition and failure to secure new contracts;
•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;
35
•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;
•Physical and regulatory risks related to climate change;
•Impairment of goodwill or other indefinite-lived intangible assets; 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 nine months ended September 30, 2026 was $1.7 billion and $4.7 billion, up 21.5% and 17.6%, respectively, compared to $1.4 billion and $4.0 billion for the same periods in 2025. The Company's revenue for the third quarter of 2026 was the highest of any quarter ever, and revenue for the first nine months of 2026 also set a new record for the first nine months of any year. The Civil segment's revenue also set records for these same periods. The Company experienced strong double-digit growth across all three segments in the third quarter and through the first nine 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.
Income from construction operations for the three and nine months ended September 30, 2026 was $125.4 million and $302.3 million, up 212.8% and 66.3%, respectively, compared to $40.1 million and $181.8 million for the same periods in 2025. Income from construction operations for the third quarter of 2026 was the highest result of any quarter in the Company’s history, and the result for the first nine months of 2026 also set a new record for the first nine months of any year. The Civil segment's income from construction operations also set records for these same periods. The substantial increase for both periods of 2026 was primarily driven by contributions associated with the increased project execution activities discussed above. Both periods of 2026 were also positively impacted by a significant decrease in share-based compensation expense of $39.5 million and $43.5 million, respectively, compared to the same periods in 2025. The decrease in share-based compensation expense for both periods of 2026 was primarily due to the absence of certain liability-classified awards that vested at the end of 2025.
Income tax expense was $11.1 million and $58.9 million for the three and nine months ended September 30, 2026, respectively, compared to $15.2 million and $50.0 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 nine months ended September 30, 2026 was $0.39 and $2.09, respectively, compared to $0.07 and $0.97 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, loss on extinguishment of debt and pension settlement charges (and the associated tax benefits of these adjustments), for the three and nine months ended September 30, 2026 was $1.83 and $4.59, respectively, compared to $1.15 and $3.22 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 drove the record-setting income from construction operations in 2026. The strong increase in adjusted diluted earnings per common share reflects the same factors discussed above, excluding the impact of share-based compensation expense, loss on extinguishment of debt, and pension settlement charges. 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.
36
As discussed further in Liquidity and Capital Resources below, as of July 2, 2026, the Company completed the refinancing of its 2024 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 doubled the size of its available revolving credit facility and provided meaningfully improved terms. As a result of this transaction, the Company recognized a one-time loss on extinguishment of debt of $51.4 million ($0.70 per diluted share, after tax) for the three and nine months ended September 30, 2026, which consisted of a $35.6 million cash redemption premium and $15.8 million of non-cash expense related to the acceleration of previously unamortized discounts and deferred financing costs.
In the third quarter of 2026, the Company settled its obligations under its defined benefit pension plan to eliminate future cash contributions and associated ongoing administrative expenses. This resulted in a one-time non-cash charge of $33.8 million ($0.40 per diluted share, after tax) primarily related to the accelerated recognition of unamortized net actuarial losses, which would otherwise have been recognized in future periods.
Consolidated new awards for the three and nine months ended September 30, 2026 totaled $2.2 billion and $4.5 billion, respectively, compared to $2.0 billion and $7.0 billion for the same periods in 2025. The decrease for the nine-month period of 2026 primarily reflects an unusually strong period of major project lettings and successful awards in the comparable 2025 period, together with fewer significant opportunities reaching the award stage in 2026. Importantly, the Company's overall pipeline of prospective opportunities has continued to expand substantially. The Company expects a significant number of large opportunities to bid in 2027, all of which are well aligned with the Company's disciplined bidding strategy and preferred contractual and margin characteristics. All three segments were significant contributors to the new awards activity in the third quarter of 2026. The most significant new awards and contract adjustments in the third quarter of 2026 included $1.0 billion of additional work for a Civil segment project (which includes a substantial amount of electrical and mechanical scope of work that is expected to be performed by the Specialty Contractors segment); several Building segment federal government projects that totaled $577 million; $145 million of new awards and additional funding for various military facility projects in the Indo-Pacific region; various bridge projects in the Midwest that totaled $126 million; $108 million of additional funding for a hospitality and gaming project in Oklahoma; and $89 million of additional funding for several mass-transit projects in California. 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 reflected by a bidding pipeline of more than $200 billion over the next several years and 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 September 30, 2026 was $20.4 billion, up compared to $19.9 billion at the end of the second quarter of 2026, and down 6% compared to $21.6 billion at the end of the third quarter of 2025. As of September 30, 2026, the mix of backlog by segment was approximately 49% for Civil, 35% for Building and 16% for Specialty Contractors. The quality of the Company’s backlog remains exceptional and includes several higher-margin, long-duration projects with favorable contractual terms and substantial scope of work remaining.
The following table presents the Company’s backlog by business segment, reflecting changes from December 31, 2025 to September 30, 2026:
| (in millions) | Backlog at December 31, 2025 | New Awards(a) | Revenue Recognized | Backlog at September 30, 2026(b) | ||||||||||
| Civil | $ | 10,153.7 | $ | 2,260.6 | $ | (2,407.4) | $ | 10,006.9 | ||||||
| Building | 7,333.4 | 1,422.7 | (1,573.1) | 7,183.0 | ||||||||||
| Specialty Contractors | 3,072.7 | 857.0 | (766.3) | 3,163.4 | ||||||||||
| Total | $ | 20,559.8 | $ | 4,540.3 | $ | (4,746.8) | $ | 20,353.3 | ||||||
____________________________________________________________________________________________________
(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.).
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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.
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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. Although the funding window for the Bipartisan Infrastructure Law closed on September 30, 2026, Congress has temporarily extended surface transportation program authorizations under the Bipartisan Infrastructure Law through December 11, 2026, to provide additional time to negotiate full-year appropriations. We believe that Congress recognizes the long-term nature of infrastructure projects and is currently engaged in the legislative process to secure future funding 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, loss on extinguishment of debt and pension settlement charges (as well as the associated tax benefits of these adjustments) for the three and nine months ended September 30, 2026 and 2025. 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. 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. We also exclude the loss on extinguishment of debt and the pension settlement charge, as these represent one-time charges that are not reflective of the Company’s operational performance. By adjusting for these expenses, our non-GAAP measures present a supplemental depiction of our operational performance and financial health. 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.
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Reconciliations of these non-GAAP financial measures are found in the table below:
| Reconciliation of Non-GAAP Financial Measures | |||||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions, except per common share amounts) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income attributable to Tutor Perini Corporation, as reported | $ | 20.7 | $ | 3.6 | $ | 112.1 | $ | 51.6 | |||||||||
Plus: Share-based compensation expense(a) | 19.3 | 58.7 | 77.2 | 120.7 | |||||||||||||
Plus: Loss on extinguishment of debt(b) | 51.4 | — | 51.4 | — | |||||||||||||
Plus: Pension settlement charge(c) | 33.8 | — | 33.8 | — | |||||||||||||
| Less: Tax benefit of adjustments | (27.6) | (0.4) | (28.6) | (0.9) | |||||||||||||
| Adjusted net income attributable to Tutor Perini Corporation | $ | 97.6 | $ | 61.9 | $ | 245.9 | $ | 171.4 | |||||||||
| Diluted earnings per common share, as reported | $ | 0.39 | $ | 0.07 | $ | 2.09 | $ | 0.97 | |||||||||
| Plus: Share-based compensation expense impact per diluted share | 0.36 | 1.09 | 1.44 | 2.26 | |||||||||||||
| Plus: Loss on extinguishment of debt impact per diluted share | 0.96 | — | 0.96 | — | |||||||||||||
| Plus: Pension settlement charge impact per diluted share | 0.63 | — | 0.63 | — | |||||||||||||
| Less: Tax benefit of adjustments per diluted share | (0.51) | (0.01) | (0.53) | (0.01) | |||||||||||||
| Adjusted diluted earnings per common share | $ | 1.83 | $ | 1.15 | $ | 4.59 | $ | 3.22 | |||||||||
(a)The amount represents share-based compensation expense recorded during the three and nine months ended September 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.
(b)The amount represents a $35.6 million cash redemption premium and $15.8 million of non-cash expense related to the acceleration of previously unamortized discounts and deferred financing costs as a result of the redemption of the Company’s 2024 Senior Notes in the third quarter of 2026. Refer to Note 10 of the Notes to Condensed Consolidated Financial Statements for further discussion on the Company’s debt.
(c)The amount represents a non-cash charge incurred resulting from the settlement of obligations under the Company’s pension plan during the third quarter of 2026. Refer to Note 14 of the Notes to Condensed Consolidated Financial Statements for further discussion on the Company’s pension plan.
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:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | 893.5 | $ | 770.2 | $ | 2,407.4 | $ | 2,114.5 | |||||||||
| Income from construction operations | 125.2 | 99.2 | 337.5 | 318.9 | |||||||||||||
Revenue for the three and nine months ended September 30, 2026 increased 16.0% and 13.9%, respectively, compared to the same periods in 2025. Revenue for the third quarter of 2026 set a record as the highest result of any quarter ever, and revenue for the first nine months of 2026 also set a record as the highest result of any comparable period. For both periods of 2026, the growth was primarily due to increased project execution activities on several large projects in the Northeast and the Indo-Pacific region, all of which have substantial scope of work remaining.
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Income from construction operations for the three months ended September 30, 2026 was $125.2 million, the highest result of any third quarter ever, compared to $99.2 million for the same period in 2025. The increase for the third quarter of 2026 was primarily due to contributions associated with the increased current-year project execution activities discussed above.
Income from construction operations for the nine months ended September 30, 2026 was $337.5 million, the highest result of the first nine-month period of any year, compared to $318.9 million for the same period in 2025. The increase for the nine-month period of 2026 was primarily due to strong contributions associated with the aforementioned increased project execution activities. The improvement for the first nine months of 2026 was partially offset 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. Subsequently, the change orders with the owner were successfully negotiated and are expected to result in significant future cash collections in the near term. The increase was also partially offset by 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.
Operating margin was 14.0% and 14.0%, respectively, for the three and nine months ended September 30, 2026 compared to 12.9% and 15.1% for the same periods in 2025. The modest 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 $1.1 billion and $2.3 billion for the three and nine months ended September 30, 2026, respectively, compared to $112.0 million and $3.8 billion for the same periods in 2025. The most significant new awards and contract adjustments in the third quarter of 2026 included the Civil segment’s portion of the $1.0 billion of additional work for an existing project (which includes a substantial amount of electrical and mechanical scope of work that is expected to be performed by the Specialty Contractors segment); $145 million of new awards and additional funding for various military facility projects in the Indo-Pacific region; various bridge projects in the Midwest that totaled $126 million; and $89 million of additional funding for several mass-transit projects in California. Notably, the nine-month period of 2025 included two major new awards, both in New York: the $1.87 billion Midtown Bus Terminal Replacement - Phase 1 project and the $1.18 billion Manhattan Tunnel project.
Backlog for the Civil segment was $10.0 billion as of September 30, 2026 compared to $10.5 billion as of September 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 capital spending plans. We believe that the Civil segment is well-positioned to continue capturing its share of these prospective projects 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:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | 540.5 | $ | 418.7 | $ | 1,573.1 | $ | 1,340.5 | |||||||||
| Income from construction operations | 27.2 | 14.4 | 74.8 | 47.4 | |||||||||||||
Revenue for the three and nine months ended September 30, 2026 increased 29.1% and 17.3%, 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 various healthcare facility and hospitality and gaming projects in California, all of which have significant scope of work remaining.
Income from construction operations for the three and nine months ended September 30, 2026 was $27.2 million and $74.8 million, up 88.0% and 57.9% respectively, compared to $14.4 million and $47.4 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 5.0% and 4.8% for the three and nine months ended September 30, 2026, respectively, compared to 3.4% and 3.5% 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.
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New awards and contract adjustments in the Building segment totaled $720.2 million and $1.4 billion for the three and nine months ended September 30, 2026, respectively, compared to $1.4 billion and $2.2 billion for the same periods in 2025. The most significant new awards and contract adjustments in the third quarter of 2026 included several federal government projects that totaled $577 million and $108 million of additional funding for a hospitality and gaming project in Oklahoma. Notably, the third-quarter and nine-month periods of 2025 included the award of the $960 million UCSF Benioff Children’s Hospital project in California.
Backlog for the Building segment was $7.2 billion as of September 30, 2026 compared to $7.9 billion as of September 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:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | 286.2 | $ | 226.5 | $ | 766.3 | $ | 580.7 | |||||||||
| Income (loss) from construction operations | 10.1 | 6.2 | 16.4 | (19.0) | |||||||||||||
Revenue for the three and nine months ended September 30, 2026 increased 26.4% and 32.0%, respectively, compared to the same periods in 2025. The strong double-digit 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 certain of the Company's newer megaprojects in New York, as well as healthcare facility and data center infrastructure projects in Texas.
Income from construction operations for the three and nine months ended September 30, 2026 was $10.1 million and $16.4 million, respectively, compared to income from construction operations of $6.2 million and loss from construction operations of $19.0 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.
Operating margin was 3.5% and 2.1% for the three and nine months ended September 30, 2026, respectively, compared to 2.7% and (3.3)% 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 $426.0 million and $857.0 million for the three and nine months ended September 30, 2026, respectively, compared to $464.7 million and $1.0 billion for the same periods in 2025. New awards and contract adjustments for the third quarter of 2026 include the Specialty Contractors segment’s electrical and mechanical scope of work booked as part of the additional work for the Civil segment project discussed above.
Backlog for the Specialty Contractors segment was $3.2 billion as of September 30, 2026, consistent with the level as of September 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 $37.1 million and $124.3 million during the three and nine months ended September 30, 2026, respectively, compared to $79.7 million and $165.4 million for the same periods in 2025. The decrease in corporate general and administrative expenses in both periods 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-
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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, Loss on Extinguishment of Debt, Pension Settlement Charge and Income Tax Expense
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||
| (in millions) | 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Other income, net | $ | 16.0 | $ | 7.5 | $ | 37.6 | $ | 18.3 | |||||||||
| Interest expense | (7.3) | (13.5) | (34.4) | (41.5) | |||||||||||||
| Loss on extinguishment of debt | (51.4) | — | (51.4) | — | |||||||||||||
| Pension settlement charge | (33.8) | — | (33.8) | — | |||||||||||||
| Income tax expense | (11.1) | (15.2) | (58.9) | (50.0) | |||||||||||||
Other income, net, for the three and nine months ended September 30, 2026 increased $8.5 million and $19.3 million, respectively, compared to the same periods in 2025 primarily due to higher interest income earned on greater average cash and cash equivalent balances during 2026.
Interest expense for the three and nine months ended September 30, 2026 decreased $6.2 million and $7.1 million, respectively, compared to the same periods in 2025, primarily due to the Company’s successful refinancing of its senior notes on July 2, 2026. As a result of the refinancing, discussed further in Liquidity and Capital Resources below, the interest rate on the Company’s senior note borrowings was reduced from 11.875% to 6.625%, and the Company expects annualized cash interest expense savings of $21.0 million.
As a result of the Company’s increasing net cash position, restricted investments, and successful debt refinancing, beginning in the third quarter of 2026, the Company’s interest income exceeded its interest expense. The Company anticipates this trend will continue.
Loss on extinguishment of debt of $51.4 million for the three and nine months ended September 30, 2026 was the result of the redemption of the 2024 Senior Notes on July 2, 2026, as discussed further in Liquidity and Capital Resources below.
The pension settlement charge of $33.8 million for the three and nine months ended September 30, 2026 was the result of a one-time non-cash expense primarily related to the accelerated recognition of unamortized net actuarial losses associated with the settlement of the Company’s defined benefit pension plan obligations in the third quarter of 2026, which would otherwise have been recognized in future periods. The settlement also eliminated future cash contributions and associated ongoing administrative expenses.
The Company recognized income tax expense of $11.1 million and $58.9 million for the three and nine months ended September 30, 2026 resulting in an effective income tax rate of 22.7% and 26.7%, respectively. The Company recognized income tax expense of $15.2 million and $50.0 million for the three and nine months ended September 30, 2025 resulting in an effective income tax rate of 44.6% and 31.5%, respectively. The effective income tax rates for each of these periods were 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 decrease in the effective tax rates for the 2026 periods compared to the same periods in 2025 was primarily due to the lower non-deductible share-based compensation expenses in 2026.
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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 had a committed and unused line of credit totaling $350.0 million as of September 30, 2026, 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 September 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 nine months of 2026, as discussed below in Cash and Working Capital. We expect strong operating cash flow to continue in the fourth quarter of 2026 and beyond, both from project execution activities and the resolution of outstanding claims and change orders. In addition, we expect to continue to benefit from the utilization of available net operating loss carryforwards to reduce our cash outflows for income taxes through the end of 2027. 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, extended debt maturities, is expected to significantly reduce future interest expense, more than doubled the size of our available revolving credit facility and provided meaningfully improved terms.
Cash and Working Capital
Cash and cash equivalents were $1.1 billion as of September 30, 2026 compared to $734.6 million as of December 31, 2025. Cash immediately available for general corporate purposes was $504.2 million and $270.7 million as of September 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 $327.8 million as of September 30, 2026 compared to $264.6 million as of December 31, 2025. Restricted cash and restricted investments at September 30, 2026 were primarily held to secure insurance-related contingent obligations and deposits.
During the nine months ended September 30, 2026, net cash provided by operating activities was $665.1 million, the largest result for the first nine months of any year, breaking the previous record set in the 2025 period of $574.4 million. The operating cash flow for the first nine months of both 2026 and 2025 was driven by higher volume and strong execution and collections on profitable projects, and to a lesser extent, from collections related to dispute resolutions.
Cash flow from operating activities for the first nine months of 2026 increased $90.7 million compared to the same period in 2025. The increase in cash flow from operating activities for the first nine months of 2026 compared to 2025 was primarily due to the record earnings in 2026. The record cash flow and strong earnings growth in 2026 demonstrate the robust cash generation and earnings potential embedded in the Company’s high-quality backlog. The Company anticipates continued strong cash generation as current projects progress and new projects are awarded.
Net cash used in investing activities during the first nine months of 2026 was $157.3 million primarily due to the acquisition of property and equipment for projects (i.e., capital expenditures) totaling $91.3 million and net cash used in investment transactions of $71.1 million. Net cash used in investing activities during the first nine months of 2025 was $130.9 million primarily due to the acquisition of property and equipment for projects totaling $105.9 million and net cash used in investment transactions of $30.2 million.
Net cash used in financing activities was $131.4 million for the first nine months of 2026, which was primarily driven by $45.9 million of payments for debt issuance and extinguishment costs related to debt transactions during the period, payments of $30.0 million for the repurchase of common stock, a $14.3 million net repayment of debt (including the 2026 Senior Notes issuance of $400.0 million and the 2024 Senior Notes redemption of $400.0 million, both of which are discussed below in Debt), and $11.2 million of dividends paid. Net cash used in financing activities was $149.6 million for the first nine months of 2025, which was primarily driven by a $124.0 million net repayment of debt.
At September 30, 2026, we had working capital of $1.0 billion, a ratio of current assets to current liabilities of 1.27 and a ratio of debt to equity of 0.29, 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.
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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 $400.0 million 2024 Senior Notes (the “2024 Senior Notes”) at a redemption price of 108.906% of the principal amount. As a result, the Company recognized debt extinguishment costs of $51.4 million in the three and nine months ended September 30, 2026, consisting of $35.6 million for the redemption premium and $15.8 million of non-cash expense for unamortized discounts and issuance costs as of the extinguishment date. These debt extinguishment costs were 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.
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 Secured Overnight Financing Rate (“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. The new financial maintenance covenants apply solely with respect to the Revolver and are tested as of the last day of each fiscal quarter, beginning with the fiscal quarter ended June 30, 2026.
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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) does 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) does 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)).
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 Company had no borrowings under the Revolver during the nine months ended September 30, 2026. At September 30, 2026, the borrowing rate on the Revolver was 7.75%. As of September 30, 2026, the Revolver had unused available borrowing capacity of $350.0 million, and the outstanding balance of the 2026 Senior Notes was $400.0 million.
The table below presents our actual and required financial maintenance covenants as of September 30, 2026 under the 2026 Credit Agreement, which are calculated on a rolling four-quarter basis:
| Trailing Four Fiscal Quarters Ended | ||||||||
| September 30, 2026 | ||||||||
| Actual | Required | |||||||
| Total net leverage ratio | (0.22) to 1.00(a) | ≤ 3.50 to 1.00 | ||||||
| Interest coverage ratio | 17.14 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.
As of September 30, 2026, we were in compliance and expect to continue to be in compliance with the covenants under the 2026 Credit Agreement.
Dividends
Total dividends declared in the three and nine months ended September 30, 2026 amounted to $5.0 million ($0.09 per share) and $11.6 million ($0.21 per share), respectively, including $0.2 million and $0.6 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 nine months ended September 30, 2026, the Company repurchased 414,952 shares of its common stock on the open market for $30 million at an average price of $72.28 per share under the repurchase program. There were no share repurchases during the three months ended September 30, 2026. As of September 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.
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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.
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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
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.
During the three months ended September 30, 2026, the Company did not repurchase any shares of our common stock. From the inception of the share repurchase program through September 30, 2026, the Company repurchased a total of 414,952 shares of common stock at an aggregate cost of approximately $30 million. As of September 30, 2026, $170 million remained available for repurchase under this program.
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 September 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 September 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)
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Item 6. Exhibits
| Exhibits | Description | ||||
| 4.1 | |||||
| 10.1 | |||||
| 10.2* | |||||
| 31.1 | |||||
| 31.2 | |||||
| 32.1 | |||||
| 32.2 | |||||
| 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 September 30, 2026, formatted in Inline XBRL (included as Exhibit 101). | ||||
_________________________________________________________________________________________________________
* Management contract or compensatory plan or arrangement
49
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: November 4, 2026 | By: | /s/ Ryan J. Soroka | ||||||
| Ryan J. Soroka | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
50
Exhibit 10.2
AMENDMENT
to
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AMENDMENT to the AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of July 22, 2026, by and between Tutor Perini Corporation, a Massachusetts corporation (the “Employer”), and Gary G. Smalley, an individual (“Executive’’).
WHEREAS, the Employer and Executive are party to an Amended and Restated Employment Agreement, effective as of November 15, 2023 (the “Employment Agreement”); and
WHEREAS, the Employer and Executive desire to amend the Employment Agreement as set forth in this Amendment, effective as of May 20, 2026.
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:
FIRST: Subsection (B) of Section 6(c) of the Employment Agreement is hereby modified and replaced in its entirety with the following:
(B) performance-vesting equity incentive awards payable in Common Stock or cash (50% of the value of the aggregate grant) (collectively, the “Annual Equity Grant”).
SECOND: Subsection (iv) of each of Sections 10(a)(Death) and 10(b)(Disability) of the Employment Agreement is hereby modified and replaced in its entirety with the following:
(iv) all outstanding equity awards held by Executive immediately prior to his termination shall immediately vest in full (with outstanding options remaining exercisable for the length of their remaining term) and with any performance-based awards being paid out at the higher of target or actual performance through the Date of Termination.
THIRD: In the event of any conflict between this Amendment and any award agreements previously entered into between the Executive and the Employer, this Amendment shall control.
FOURTH: Except as specifically modified by this Amendment, all of the terms and provisions of the Employment Agreement shall remain unchanged and shall continue to be, and shall remain, in full force and effect in accordance with their respective terms.
IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Amendment or have caused this Amendment to be duly executed and delivered on their behalf.
TUTOR PERINI CORPORATION | EXECUTIVE | ||||||||||||||||
| By: | /s/ Gino Cesario | By: | /s/ Gary G. Smalley | ||||||||||||||
| Name: | Gino Cesario | Name: | Gary G. Smalley | ||||||||||||||
| Title: | Chief Human Resources Officer | ||||||||||||||||
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: November 4, 2026 | /s/ Gary G. Smalley | ||||
| Gary G. Smalley | |||||
| Chief Executive Officer and President | |||||
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: November 4, 2026 | /s/ Ryan J. Soroka | ||||
| Ryan J. Soroka | |||||
| Executive Vice President and Chief Financial Officer | |||||
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 September 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: November 4, 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.
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 September 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: November 4, 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.