What changed in TUTOR PERINI CORP's 2025 10-K compared to 2024?

Across the narrative sections we track, TUTOR PERINI CORP (TPC) added 231 paragraphs, removed 225, and edited 160 between the 2024 and 2025 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+133/−134), Item 1. Business (+38/−43), Item 1A. Risk Factors (+40/−36).

Did TUTOR PERINI CORP add new Risk Factors in the 2025 10-K?

Yes — Item 1A Risk Factors shows 40 new/edited paragraphs and 36 removed paragraphs versus the 2024 10-K.

What changed in TUTOR PERINI CORP's MD&A (Item 7) in 2025?

Item 7 Management's Discussion & Analysis shows 133 new/edited paragraphs and 134 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did TUTOR PERINI CORP update its Cybersecurity disclosure (Item 1C) in 2025?

Item 1C Cybersecurity has 5 paragraph-level changes between the 2024 and 2025 filings.

Where does this TPC 10-K diff come from?

The source filings are TUTOR PERINI CORP's official 2024 and 2025 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in TUTOR PERINI CORP's 10-K — 2024 vs 2025

Paragraph-level year-over-year comparison of TUTOR PERINI CORP's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+231 added−225 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Item 1. Business

Business — how the company describes what it does

36 edited+2 added−7 removed56 unchanged

2024 filing

2025 filing

Biggest changeOur backlog by segment, end market, customer type and contract type is presented in the following tables: As of December 31, (in thousands) 2024 2023 Backlog by business segment: Civil $ 8,835,634 47 % $ 4,240,684 42 % Building 7,026,891 38 % 4,177,452 41 % Specialty Contractors 2,811,413 15 % 1,740,311 17 % Total backlog $ 18,673,938 100 % $ 10,158,447 100 % As of December 31, (in thousands) 2024 2023 Civil segment backlog by end market: Mass transit (includes certain transportation and tunneling projects) $ 4,985,286 57 % $ 2,744,006 64 % Water 1,079,701 12 % 8,794 * Military facilities 1,011,066 11 % 793,477 19 % Detention facilities 871,466 10 % — — % Bridges 642,530 7 % 282,467 7 % Power and energy 132,666 2 % 199,639 5 % Other 112,919 1 % 212,301 5 % Total Civil segment backlog $ 8,835,634 100 % $ 4,240,684 100 % _____________________________________________________________________________________________________________ * Less than 1%. 6 Table of Contents As of December 31, (in thousands) 2024 2023 Building segment backlog by end market: Government $ 4,265,254 60 % $ 2,819,078 67 % Healthcare facilities 2,329,123 33 % 785,657 19 % Mass transit (includes transportation projects) 250,856 4 % 153,665 4 % Education facilities 135,008 2 % 344,962 8 % Other 46,650 1 % 74,090 2 % Total Building segment backlog $ 7,026,891 100 % $ 4,177,452 100 % As of December 31, (in thousands) 2024 2023 Specialty Contractors segment backlog by end market: Government $ 1,718,684 60 % $ 783,653 45 % Mass transit (includes certain transportation and tunneling projects) 549,676 20 % 626,826 36 % Multi-unit residential 166,007 6 % 90,843 5 % Commercial and industrial facilities 145,355 5 % 78,682 5 % Healthcare facilities 94,445 3 % 60,272 3 % Bridges 73,990 3 % 7,273 1 % Other 63,256 3 % 92,762 5 % Total Specialty Contractors segment backlog $ 2,811,413 100 % $ 1,740,311 100 % As of December 31, 2024 2023 Backlog by customer type: State and local agencies 77 % 76 % Private owners 15 % 13 % Federal agencies 8 % 11 % Total backlog 100 % 100 % As of December 31, 2024 2023 Backlog by contract type: Fixed price 82 % 56 % Guaranteed maximum price 13 % 36 % Unit price 3 % 4 % Cost plus fee and other 2 % 4 % Total backlog 100 % 100 % Fixed price contracts, particularly with federal, state and local government customers, are expected to continue to represent a sizeable percentage of total backlog.

Biggest changeOur backlog by segment, end market, customer type and contract type is presented in the following tables: As of December 31, (in thousands) 2025 2024 Backlog by business segment: Civil $ 10,153,716 49 % $ 8,835,634 47 % Building 7,333,354 36 % 7,026,891 38 % Specialty Contractors 3,072,740 15 % 2,811,413 15 % Total backlog $ 20,559,810 100 % $ 18,673,938 100 % 6 Table of Contents As of December 31, (in thousands) 2025 2024 Civil segment backlog by end market: Mass transit (includes certain transportation and tunneling projects) $ 6,307,306 62 % $ 4,985,286 57 % Military facilities 1,109,920 11 % 1,011,066 11 % Water 1,025,427 10 % 1,079,701 12 % Detention facilities 914,021 9 % 871,478 10 % Bridges 604,428 6 % 642,530 7 % Other 192,614 2 % 245,573 3 % Total Civil segment backlog $ 10,153,716 100 % $ 8,835,634 100 % As of December 31, (in thousands) 2025 2024 Building segment backlog by end market: Healthcare facilities $ 3,311,904 45 % $ 2,329,123 33 % Detention facilities 3,266,848 45 % 3,950,644 56 % Government 306,174 4 % 314,610 4 % Education facilities 220,308 3 % 135,008 2 % Mass transit (includes transportation projects) 152,831 2 % 250,856 4 % Other 75,289 1 % 46,650 1 % Total Building segment backlog $ 7,333,354 100 % $ 7,026,891 100 % As of December 31, (in thousands) 2025 2024 Specialty Contractors segment backlog by end market: Detention facilities $ 1,489,710 48 % $ 1,477,338 52 % Mass transit (includes certain transportation and tunneling projects) 580,958 19 % 549,676 20 % Healthcare facilities 289,917 9 % 94,445 3 % Multi-unit residential 223,291 7 % 166,007 6 % Government 175,362 6 % 241,346 8 % Commercial and industrial facilities 148,177 5 % 145,355 5 % Other 165,325 6 % 137,246 6 % Total Specialty Contractors segment backlog $ 3,072,740 100 % $ 2,811,413 100 % As of December 31, 2025 2024 Backlog by customer type: State and local agencies 78 % 77 % Private owners 14 % 15 % Federal agencies 8 % 8 % Total backlog 100 % 100 % As of December 31, 2025 2024 Backlog by contract type: Fixed price 79 % 82 % Guaranteed maximum price 13 % 13 % Unit price 2 % 3 % Cost plus fee and other 6 % 2 % Total backlog 100 % 100 % 7 Table of Contents Fixed price contracts, particularly with federal, state and local government customers, are expected to continue to represent a sizable percentage of total backlog.

We often utilize our resources and capabilities to self-perform multiple components of our projects, including earthwork, excavation, concrete forming and placement, steel erection, electrical, mechanical, plumbing, heating, ventilation and air conditioning (HVAC), and fire protection. During 2024, we performed work on approximately 1,600 construction projects.

We often utilize our resources and capabilities to self-perform multiple components of our projects, including earthwork, excavation, concrete forming and placement, steel erection, electrical, mechanical, plumbing, heating, ventilation and air conditioning (HVAC), and fire protection. During 2025, we performed work on approximately 1,600 construction projects.

We are also recognized as one of the major building contractors in the United States, as evidenced by our performance on several of the country’s largest building development projects, including Hudson Yards in New York City, the CityCenter complex and the Cosmopolitan Resort and Casino, both in Las Vegas, as well as several major technology, healthcare and educational facilities in California for prominent customers.

We are also recognized as one of the major building contractors in the United States, as evidenced by our performance on several of the country’s largest building development projects, including Hudson Yards and the new Brooklyn and Manhattan Jail projects in New York City, the CityCenter complex and the Cosmopolitan Resort and Casino, both in Las Vegas, as well as several major technology, healthcare and educational facilities in California for prominent customers.

We believe that price, experience, reputation, responsiveness, customer relationships, project completion track record, schedule control, risk management, safety and quality of work are key factors customers consider when awarding contracts.

We believe that our experience, reputation, responsiveness, customer relationships, project completion track record, schedule control, risk management, safety and quality of work are key factors customers consider when awarding contracts.

We also utilize internal and external recruiting specialists to help fill our open job positions. To support retention and motivation of our top talent, we provide competitive compensation, which may include performance incentives. Workplace Safety. We place a strong emphasis on the safety of our employees, our customers and the public.

We also utilize internal and external recruiting specialists to help fill our open job positions. To support retention and motivation of our top talent, we provide competitive compensation, which may include performance incentives. 9 Table of Contents Workplace Safety. We place a strong emphasis on the safety of our employees, our customers and the public.

To underscore the importance of safety, a portion of annual performance bonus compensation for certain executive management is 9 Table of Contents directly linked to the achievement of a key safety metric. Our strong overall safety performance also helps to reduce our insurance-related costs. Available Information Our investor website address is http://investors.tutorperini.com.

To underscore the importance of safety, a portion of annual performance bonus compensation for certain executive management is directly linked to the achievement of a key safety metric. Our strong overall safety performance also helps to reduce our insurance-related costs. Available Information Our investor website address is http://investors.tutorperini.com.

In our Building segment, we compete with a variety of national and regional contractors, including (alphabetically) AECOM (through its past acquisitions of Tishman 7 Table of Contents Construction and Hunt Construction Group); Balfour Beatty Construction; Clark Construction Group; DPR Construction; Gilbane, Inc.; Hensel Phelps Construction Co.; McCarthy Building Companies, Inc.; M. A.

In our Building segment, we compete with a variety of national and regional contractors, including (alphabetically) AECOM (through its past acquisitions of Tishman Construction and Hunt Construction Group); Balfour Beatty Construction; Clark Construction Group; DPR Construction; Gilbane, Inc.; Hensel Phelps Construction Co.; McCarthy Building Companies, Inc.; M. A.

This significant incremental 4 Table of Contents 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.

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.

In our Civil segment, we primarily compete with large civil construction firms, including (alphabetically) Dragados USA; Kiewit Corporation; Lane Construction Corporation; OHL USA; Skanska USA; and The Walsh Group.

In our Civil segment, we primarily compete with large civil construction firms, including (alphabetically) FlatironDragados USA; Kiewit Corporation; Lane Construction Corporation; OHL USA; Skanska USA; and The Walsh Group.

The Specialty Contractors segment is also currently supporting or has supported several large projects in our Civil and Building segments, including the Purple Line Segments 2 and 3 subway expansion projects in Los Angeles; Newark Airport Terminal A; the California High Speed Rail project in central California; the SR 99 project in Seattle; the San Francisco Central Subway extension to Chinatown; McCarran International Airport Terminal 3 in Las Vegas; and several marquee hospitality and gaming projects in Las Vegas, including the CityCenter complex, the Cosmopolitan Resort and Casino, and the Wynn Encore Hotel.

The Specialty Contractors segment is also currently supporting or has supported several large projects in our Civil and Building segments, including the Brooklyn and Manhattan Jail projects in New York City; the Purple Line Segments 2 and 3 subway expansion projects in Los Angeles; Newark Airport Terminal A; the California High Speed Rail project in central California; the SR 99 project in Seattle; the San Francisco Central Subway extension to Chinatown; McCarran International Airport Terminal 3 in Las Vegas; and several marquee hospitality and gaming projects in Las Vegas, including the CityCenter complex, the Cosmopolitan Resort and Casino, and the Wynn Encore Hotel.

Fisk Electric (“Fisk”) covers many of the major commercial, transportation and 5 Table of Contents industrial electrical construction markets in the southwestern and southern United States, with the ability to cover other attractive markets nationwide.

Fisk Electric (“Fisk”) covers many of the major commercial, transportation and industrial electrical construction markets in the southwestern and southern United States, with the ability to cover other attractive markets nationwide.

Construction and other materials used in our construction activities are generally available locally from multiple sources. Labor resources for our domestic projects are largely obtained through various labor unions. We have not experienced significant labor shortages in recent years, nor do we expect to in the near future.

Although price is a key competitive factor, we believe our strong reputation, long-standing customer relationships and significant level of repeat and referral business have enabled us to achieve a leading position in the marketplace. We are a recognized leader in the hospitality and gaming market, specializing in the construction of high-end resorts and casinos.

We believe our strong reputation, long-standing customer relationships, competitive pricing and significant level of repeat and referral business have enabled us to achieve a leading position in the marketplace. We are a recognized leader in the hospitality and gaming market, specializing in the construction of high-end resorts and casinos.

Human Capital Resources The foundation of our continuing success as a leading construction services business is our ability to attract and retain the industry’s best talent by providing a culture of opportunity, development, accountability and empowerment. This understanding guides our approach to managing our human capital resources. Employees.

Human Capital Resources The foundation of our continuing success as a leading construction services business is our ability to attract and retain the industry’s best talent by providing a culture of opportunity, development, accountability and empowerment, and by treating people with respect, dignity and fairness. This understanding guides our approach to managing our human capital resources. Employees.

Accordingly, we believe that this significant level of sustained, incremental funding has benefited, and will continue to favorably impact, our current work and prospective opportunities over the next decade.

Accordingly, we believe that this significant funding has benefited, and will continue to favorably impact, our current work and prospective opportunities over the next decade.

We are recognized as one of the leading civil contractors in the United States, as evidenced by our performance on several of the country’s largest mass-transit and transportation projects, such as Newark Liberty International Airport Terminal A (“Newark Airport Terminal A”), various components of the East Side Access project in New York City, the Minneapolis Southwest Light Rail project (also known as the METRO Green Line Extension), the California High-Speed Rail System, the Alaskan Way Viaduct Replacement (the “SR 99”) project in Seattle, major portions of the Red Line and Purple Line subway segments of the Los Angeles Metro system, and the San Francisco Central Subway extension to Chinatown.

We are recognized as one of the leading civil contractors in the United States, as evidenced by our performance on several of the country’s largest mass-transit and transportation projects, such as Newark Liberty International Airport’s AirTrain Replacement project and new Terminal A (“Newark Airport Terminal A”), various components of the East Side Access project, along with the Midtown Bus Terminal Replacement - Phase 1 project, and the Manhattan Tunnel project, all in New York, the Minneapolis Southwest Light Rail project (also known as the METRO Green Line Extension), the California High-Speed Rail System, the Alaskan Way Viaduct Replacement (the “SR 99”) project in Seattle, major portions of the Red Line and Purple Line subway segments of the Los Angeles Metro system, the San Francisco Central Subway extension to Chinatown, and the City Center Guideway and Stations project in Hawaii.

As a result, we believe our backlog is firm, and although cancellations or scope adjustments may occur, historically they have not been material. We estimate that approximately $4.5 billion, or approximately 24%, of our backlog as of December 31, 2024 will be recognized as revenue in 2025.

As a result, we believe our backlog is firm, and although cancellations or scope adjustments may occur, historically they have not been material. We estimate that approximately $6 billion, or approximately 29%, of our backlog as of December 31, 2025 will be recognized as revenue in 2026.

Significant fines, penalties and other sanctions may be imposed for non-compliance with environmental and health and safety laws and regulations, and some laws provide for joint and several strict liabilities for remediation of releases of hazardous substances.

We also handle hazardous materials on occasion. Significant fines, penalties and other sanctions may be imposed for non-compliance with environmental and health and safety laws and regulations, and some laws provide for joint and several strict liabilities for remediation of releases of hazardous substances.

Specific projects include the Brooklyn Jail project in New York City; Newark Airport Terminal A; the LAX Airport Metro Connector Transit Station in Los Angeles, California; three large corporate office buildings in northern California for prominent technology companies; a commercial office tower and a multi-unit residential tower, both at Hudson Yards in New York City; the Cedars-Sinai Replacement Hospital in Marina Del Rey, California; various Kaiser Permanente hospital buildings throughout California; the Choctaw Casino and Resort in Durant, Oklahoma; the Pechanga Resort and Casino expansion in Temecula, California; the O Street Government Office Building in Sacramento, California; and courthouses in San Bernardino and San Diego, California.

Specific projects include the Brooklyn and Manhattan Jail projects in New York City; Newark Airport Terminal A; the LAX/Metro Transit Center Station in Los Angeles, California; three large corporate office buildings in northern California for prominent technology companies; a commercial office tower and a multi-unit residential tower, both at Hudson Yards in New York City; the Cedars-Sinai Replacement Hospital in Marina Del Rey, California; the UCSF Benioff Children’s Hospital in Oakland, California; various Kaiser Permanente hospital buildings throughout California; the Choctaw Casino and Resort in Durant, Oklahoma; the Pechanga Resort and Casino expansion in Temecula, California; and courthouses in San Bernardino and San Diego, California, and in Miami, Florida.

These agreements cover all necessary union crafts and are subject to various renewal dates. As of December 31, 2024, our workforce included a total of approximately 3,600 union employees.

These agreements cover all necessary union crafts and are subject to various renewal dates. As of December 31, 2025, our workforce included a total of approximately 4,000 union employees.

The majority of work performed by the Specialty Contractors segment is contracted directly with state and local municipal agencies, real estate developers, school districts and other commercial and industrial customers. A significant portion of the segment's work has been, and is expected to continue to be, performed for our Civil and Building segments.

A significant portion of the segment's work has been, and is expected to continue to be, performed for our Civil and Building segments, although the segment also continues to contract directly with state and local municipal agencies, real estate developers, school districts and other commercial and industrial customers.

Our principal asset is our employees, many of whom have technical and professional backgrounds and undergraduate and/or advanced degrees. As of December 31, 2024, we had approximately 7,500 employees (including union employees), of which approximately 1,900 were salaried and 5,600 were hourly employees.

Our principal asset is our employees, many of whom have technical and professional backgrounds and undergraduate and/or advanced degrees. As of December 31, 2025, we had approximately 7,400 employees (including union employees), of which approximately 2,000 were salaried and 5,400 were hourly employees.

Our first fiscal quarter of the year is typically our lowest revenue quarter, as the harsher winter weather conditions that often occur during this period can negatively impact our ability to execute work and our productivity in parts of North America. Our revenue typically increases during the high construction seasons of the summer and fall months in the United States.

Our revenue and operating income are typically higher in the second half of the year. Our first fiscal quarter of the year is typically our lowest revenue quarter, as the harsher winter weather conditions that often occur during this period can negatively impact our ability to execute work and our productivity in parts of North America.

Our wholly owned subsidiary, PCR Insurance Company, issues 8 Table of Contents policies for default insurance for our subcontractors, automobile liability, general liability and workers’ compensation insurance, allowing us to centralize our claims and risk management functions to reduce our insurance-related costs.

Our wholly owned subsidiary, PCR Insurance Company, issues policies for default insurance for our subcontractors, automobile liability, general liability and workers’ compensation insurance, allowing us to centralize our claims and risk management functions to reduce our insurance-related costs. In addition, for certain larger projects, we typically procure project-specific insurance policies.

For example, we are working on the first phase of the California High-Speed Rail project, the Purple Line Segments 2 and 3 subway expansion projects in Los Angeles, the Minneapolis Southwest Light Rail project, and recently commenced initial work on the City Center Guideway and Stations project in Honolulu.

For example, we are working on the first phase of the California High-Speed Rail project, the Purple Line Segments 2 and 3 subway expansion projects in Los Angeles, the Minneapolis Southwest Light Rail project, the City Center Guideway and Stations project in Honolulu, and the Midtown Bus Terminal Replacement, the Newark AirTrain Replacement, and the Kensico-Eastview Connection Tunnel projects, all in New York.

Specialty Contractors Segment Our 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.

These projects span a wide array of building end markets and illustrate our Building segment’s résumé of successfully completed large-scale public and private projects. 5 Table of Contents Specialty Contractors Segment Our 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.

Government Contracts Most of our federal, state and local government customers can terminate, renegotiate, or modify any of their contracts with us at their election, and many of our federal government contracts are subject to renewal or extension periodically.

For these reasons, it is not unusual for us to experience seasonal changes or fluctuations in our quarterly operating results. Government Contracts Most of our federal, state and local government customers can terminate, renegotiate, or modify any of their contracts with us at their election, and many of our federal government contracts are subject to renewal or extension periodically.

As an alternative to traditional surety bonds, we also have purchased subcontractor default insurance for certain construction projects to insure against the risk of subcontractor default.

In addition, we require many of our subcontractors to provide surety bonds as security for payment of subcontractors and suppliers and to guarantee their performance. As an alternative to traditional surety bonds, we also have purchased subcontractor default insurance for certain construction projects to insure against the risk of subcontractor default.

Revenue derived from federal, state and local government customers was 72%, 74% and 68% of our total revenue for each of the years ended December 31, 2024, 2023 and 2022, respectively. Environmental, Health and Safety Regulations Environmental, health and safety regulations and requirements materially affect our business.

Revenue derived from federal, state and local government customers as a percentage of our total revenue was 75% in 2025, 72% in 2024 and 74% in 2023. Environmental, Health and Safety Regulations Environmental, health and safety regulations and requirements materially affect our business.

Compliance with Occupational Safety and Health Administration (“OSHA”) and other health and safety regulations, in particular, is essential to procure business and to attract and retain our workforce. Accordingly, we make considerable investments in our environmental, health and safety programs, and we factor costs associated with compliance into our project bids and proposals.

We have pollution liability insurance coverage for such matters, and if applicable, we seek indemnification from customers to cover the risks associated with environmental remediation.

We have pollution liability insurance coverage for such matters, and if applicable, we seek indemnification from customers to cover the risks associated with environmental remediation. Insurance and Bonding As a normal part of the construction business, we are often contractually required to maintain various insurance coverages, including for our projects.

Within the United States, as well as in other parts of the world, our business generally benefits from milder weather conditions during our third fiscal quarter, which allows for more productivity from our on-site construction operations. For these reasons, it is not unusual for us to experience seasonal changes or fluctuations in our quarterly operating results.

Our revenue typically increases during the high construction seasons of the summer and fall months in the United States. Within the United States, as well as in other parts of the world, our business generally benefits from milder weather conditions during our third fiscal quarter, which allows for more productivity from our on-site construction operations.

Funding for major Civil segment infrastructure projects is typically provided through a combination of one or more of the following: local, regional, state and federal loans and grants; other direct allocations sourced through tax revenue; bonds; user fees; and, for certain projects, private capital. 4 Table of Contents The bipartisan Infrastructure Investment and Jobs Act (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.

Insurance and Bonding All of our properties and equipment, as well as those of our joint ventures, are covered by insurance in amounts that we believe are consistent with our risk of loss and industry practice.

Separately, property and equipment, including those of our joint ventures, are covered by insurance in amounts that we believe are consistent with our risk of loss and industry practice. We are also often contractually required to provide various types of surety bonds as an additional level of security for our performance.

We believe that we have strong relationships with our employees and that the quality and level of service that our employees deliver to our customers are among the highest in our industry. To excel as a business, we must continue to hire the best talent and secure the full participation and commitment of all employees.

We believe that we have strong relationships with our employees and that the quality and level of service that our employees deliver to our customers are among the highest in our industry. Union Workforce. We are signatory to numerous local and regional collective bargaining agreements, both directly and through trade associations, as a union contractor.

We provide construction and construction management services at various project sites, and sometimes perform work in and around sensitive environmental areas, such as rivers, lakes and wetlands. We also handle hazardous materials on occasion.

Accordingly, we make considerable investments in our environmental, health and safety programs, and we factor costs associated with compliance into our project bids and proposals. 8 Table of Contents We provide construction and construction management services at various project sites, and sometimes perform work in and around sensitive environmental areas, such as rivers, lakes and wetlands.

Removed

The bipartisan Infrastructure Investment and Jobs Act (the “Bipartisan Infrastructure Law”), enacted into law in November 2021, provides 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.

Added

While the current funding window for the Bipartisan Infrastructure Law closes on September 30, 2026, we believe that Congress recognizes the long-term nature of infrastructure work and is already engaged in the legislative process to secure future funding beyond that date, although any amount and composition of such future funding is yet to be determined.

Removed

These projects span a wide array of building end markets and illustrate our Building segment’s résumé of successfully completed large-scale public and private projects.

Added

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.

Removed

However, longer-term, the significant increase in demand for large complex projects driven by the BIL could lead to labor shortages. Seasonality We experience seasonal trends in our business. Our revenue and operating income are typically higher in the second half of the year.

Removed

As a normal part of the construction business, we are often required to provide various types of surety bonds as an additional level of security for our performance. We also require many of our subcontractors to provide surety bonds as security for payment of subcontractors and suppliers and to guarantee their performance.

Removed

Our culture is to always treat people with respect, dignity and fairness. Historically, women have represented a small percentage of workers in the construction industry. This sometimes presents challenges, as well as opportunities, in attracting and recruiting women to our workforce.

Removed

Women made up 11.7% of our U.S. workforce as of December 31, 2024, which is in line with the representation of women in the U.S. construction workforce at large of 11.2%, according to data from the U.S. Bureau of Labor Statistics (“BLS”).

Removed

Racial and ethnic minorities represented slightly over half of our U.S. construction workforce as of December 31, 2024, which is generally in line with BLS data. Union Workforce. We are signatory to numerous local and regional collective bargaining agreements, both directly and through trade associations, as a union contractor.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

32 edited+8 added−4 removed74 unchanged

2024 filing

2025 filing

Biggest changeChanges in laws, policies or regulations, including tariffs and taxes, such as the recently announced Trump administration tariffs, have previously impacted, and in the future could impact, the prices for materials or equipment.

Biggest changeChanges in laws, policies or regulations, including tariffs and taxes, have previously impacted, and in the future could impact, the prices for materials or equipment. Further, our results of operations have historically fluctuated, and may continue to fluctuate, quarterly and annually depending on when new awards occur and the commencement and progress of work on projects already awarded.

We had $255.6 million of goodwill and indefinite-lived intangible assets recorded on our Consolidated Balance Sheet as of December 31, 2024. We assess these assets for impairment annually, or more often if required. Our assessments involve a number of estimates and assumptions that are inherently subjective, require significant judgment and involve highly uncertain matters that are subject to change.

We had $255.6 million of goodwill and indefinite-lived intangible assets recorded on our Consolidated Balance Sheet as of December 31, 2025. We assess these assets for impairment annually, or more often if required. Our assessments involve a number of estimates and assumptions that are inherently subjective, require significant judgment and involve highly uncertain matters that are subject to change.

Risks Related to Our Business and Operations We are involved in a significant number of legal proceedings which, if determined unfavorable to us, could adversely affect our financial results and/or cash flows, harm our reputation and/or preclude us from bidding on future projects. We also may invest significant working capital on projects while legal proceedings are being settled.

We are involved in a significant number of legal proceedings which, if determined unfavorable to us, could adversely affect our financial results and/or cash flows, harm our reputation and/or preclude us from bidding on future projects. We also may invest significant working capital on projects while legal proceedings are being settled.

Our long-time Chairman and CEO transitioned to the role of Executive Chairman, and we have a new CEO, both effective as of January 1, 2025.

Our long-time Chairman and CEO transitioned to the role of Executive Chairman, and we appointed a new CEO, both effective as of January 1, 2025.

Negative changes in our credit ratings could also result in more stringent covenants and higher interest rates with regard to any new or refinanced debt. 15 Table of Contents Risk Related to Our Stock Ownership Our executive chairman could exert influence over the Company due to his position and significant ownership interest. Our executive chairman, Ronald N.

Negative changes in our credit ratings could also result in more stringent covenants and higher interest rates with regard to any new or refinanced debt. Risk Related to Our Stock Ownership Our executive chairman could exert influence over the Company due to his position and significant ownership interest. Our executive chairman, Ronald N.

We are subject to risks related to government contracts and related procurement regulations. Our contracts with U.S. federal, as well as state, local and foreign, government entities are subject to various procurement regulations and other requirements relating to their formation, administration and performance.

Our contracts with U.S. federal, as well as state, local and foreign, government entities are subject to various procurement regulations and other requirements relating to their formation, administration and performance.

These factors may materially harm the market price of our common stock and potentially expose us to securities class-action litigation, which, even if unsuccessful, could result in substantial costs and divert management’s attention and resources from our business and have a material adverse effect on our financial condition, results of operations and cash flows. ITEM 1B. UNRESOLVED STAFF COMMENTS None.

The level of federal, state and local government spending for infrastructure and other public projects could adversely affect the number of projects available to us in the future.

Decreases or delays in the level of federal, state and local government spending for infrastructure and other public projects could adversely affect the number of projects available to us in the future.

Tutor, and three trusts he controls (the “Tutor Group”) own approximately 14% of the outstanding shares of our common stock as of December 31, 2024. Additionally, one of our current directors was appointed by Mr. Tutor pursuant to Mr.

Tutor, and three trusts he controls (the “Tutor Group”) own approximately 12% of the outstanding shares of our common stock as of December 31, 2025. Additionally, one of our current directors was appointed by Mr. Tutor pursuant to Mr.

If we ar e unable to compete successfully in such markets, our relative market share and profits could be reduced.

If we are unable to compete successfully in such markets, our relative market share and profits could be reduced.

General Risk Factor The market price of our common stock may fluctuate significantly, which could result in substantial losses for stockholders and subject us to litigation.

General Risk Factors The market price of our common stock may fluctuate significantly, which could result in substantial losses for shareholders and subject us to litigation.

In addition, evolving changes in the construction industry, such as the trend toward an increased use of the progressive design-build project delivery method that may reduce project risks for both owners and contractors, could result in increased competition and potentially lower margins on certain projects in the future.

Such policy changes, including any enactment of increasingly stringent emissions or other environmental regulations, could increase the costs of projects for us and for our clients and, in some cases, delay or even prevent a project from going forward, thereby potentially reducing demand for our services.

Further, if we are unable to adequately address our partner’s performance issues, the customer may terminate the project, which could result in legal liability to us, harm our reputation, reduce our profit on a project or, in some cases, result in a loss. We could be adversely affected by violations of the U.S.

Volatility or lack of positive performance in our stock price may adversely affect our ability to retain key individuals to whom we have provided share-based compensation. We have experienced changes in senior management in the past.

The majority of these key individuals are not bound by employment agreements. Volatility or lack of positive performance in our stock price may adversely affect our ability to retain key individuals to whom we have provided share-based compensation. We have experienced changes in senior management in the past.

Further, any future volatile economic conditions resulting from public health crises could also aggravate or heighten the risks posed by other risk factors that we have identified in this Annual Report on Form 10-K, which in turn could materially and adversely affect our business, financial condition and results of operations. 14 Table of Contents Physical and regulatory risks related to climate change could have a material adverse impact on our business, financial condition and results of operations.

Downgrades in our credit ratings could have a material adverse effect on our business and financial condition. The credit ratings assigned to us and our debt are subject to ongoing evaluation by credit rating agencies and could change based upon, among other things, our results of operations and financial condition.

The credit ratings assigned to us and our debt are subject to ongoing evaluation by credit rating agencies and could change based upon, among other things, our results of operations and financial condition.

We may not fully realize the revenue value reported in our backlog due to cancellations or reductions in scope. As of December 31, 2024, our backlog of uncompleted construction work was approximately $18.7 billion.

We may not fully realize the revenue value reported in our backlog due to cancellations or reductions in scope, including as a result of government-related mandates. As of December 31, 2025, our backlog of uncompleted construction work was approximately $20.6 billion.

Changes in management, including as a result of succession or voluntary or involuntary termination, including as a result of retirement, death or disability, could adversely affect our business and financial results, particularly if we are not able to identify, engage, and retain qualified successors or if our business, customers, or employees do not respond positively to such changes. 11 Table of Contents The construction services industry is highly schedule driven, and our failure to meet the schedule requirements of our contracts could adversely affect our reputation and/or expose us to financial liability.

These systems are subject to interruptions or damage by a variety of factors including, but not limited to, cyber-attacks, natural disasters, power loss, telecommunications failures, acts of war, computer viruses, email phishing, obsolescence and physical damage. Additionally, the increased prevalence and use of artificial intelligence may heighten the risk that we may be subject to cybersecurity incidents in the future.

In addition, most of these contracts provide for termination or renegotiation by the government at any time, without cause, which could have an adverse effect on our business and operations. The percentage of our business coming from government entities has continued to increase in recent years, and as of December 31, 2024 accounted for 85% of our backlog.

In addition, most of these contracts provide for termination or renegotiation by the government at any time, without cause, which could have an adverse effect on our business and operations.

In addition, if we lack the personnel and specialty subcontractors necessary to perform on our current contract backlog, we may find it necessary to curtail our pursuit of new projects. A significant, rapid growth in our backlog has led, and could continue to lead, to situations in which labor resources become constrained.

In addition, if we lack the personnel and specialty subcontractors necessary to perform on our current contract backlog, we may find it necessary to curtail our pursuit of new projects.

Consequently, this could result in a material adverse impact on our business. 14 Table of Contents In connection with mergers and acquisitions, we have recorded goodwill and other intangible assets that could become impaired and adversely affect our operating results.

In connection with mergers and acquisitions, we have recorded goodwill and other intangible assets that could become impaired and adversely affect our operating results.

We have a substantial amount of indebtedness with restrictive covenants which could adversely affect our financial position and prevent us from fulfilling our obligations under our debt agreements, especially in a high interest rate environment. We currently have, and expect to continue to have, a substantial amount of indebtedness.

We have a substantial amount of indebtedness with restrictive covenants which could adversely affect our financial position and prevent us from fulfilling our obligations under our debt agreements. We currently have, and expect to continue to have, a substantial amount of indebtedness. As of December 31, 2025, our total debt was $407.4 million, with $14.6 million classified as current debt.

If we are unable to accurately estimate contract risks; revenue or costs; economic factors such as inflation and tariffs; the timing of new awards; or the pace of project execution we may incur a loss or achieve lower than anticipated profit.

Risks Related to Our Business and Operations If we are unable to accurately estimate contract risks, revenue or costs, we may incur a loss or achieve lower than anticipated profit.

Further, our results of operations have historically fluctuated, and may continue to fluctuate, quarterly and annually depending on when new awards occur and the commencement and progress of work on projects already awarded. 10 Table of Contents Our contracts often require us to perform extra work beyond the initial project scope, which can result in disputes or claims and adversely affect our working capital, profits and cash flows.

A failure to promptly recover on these types of claims has had and could continue to have a material adverse effect on our liquidity and financial results and could result in further legal proceedings. 10 Table of Contents Our contracts often require us to perform extra work beyond the initial project scope, which can result in disputes or claims and adversely affect our working capital, profits and cash flows.

These conditions and events have caused, and may in the future cause, delays or terminations and increases in project costs, resulting in variability in our revenue and profitability. Our international operations expose us to economic, political, regulatory and other risks, as well as uncertainty related to U.S. government funding, which could adversely affect our revenue and earnings.

These conditions and events have caused, and may in the future cause, delays or terminations and increases in project costs, resulting in variability in our revenue and profitability. We are subject to risks related to government contracts (including government shutdowns and funding considerations) and related procurement regulations.

Territories or countries in which we are pursuing work may result in project delays or cancellations, which could reduce our revenue and earnings. 12 Table of Contents A significant slowdown or decline in economic conditions, such as those presented during a recession, could adversely affect our operations.

A significant slowdown or decline in economic conditions, such as those presented during a recession, could adversely affect our operations.

Such consequences have had and in the future could continue to have an adverse impact on our operating results. Lastly, we are more susceptible to adverse economic conditions in New York and California, as a significant portion of our operations are concentrated in those states.

Such consequences have had and in the future could continue to have an adverse impact on our operating results.

The execution of our business strategies also substantially depends on our ability to retain several key members of our management. Losing any of these individuals could adversely affect our business. The majority of these key individuals are not bound by employment agreements.

A significant, rapid growth in our backlog has led, and could continue to lead, to situations in which labor resources become constrained. 12 Table of Contents The execution of our business strategies also substantially depends on our ability to retain several key members of our management. Losing any of these individuals could adversely affect our business.

As a result, the risks of adverse consequences related to government contracting and procurement are increasingly fundamental to our business. 13 Table of Contents Our participation in construction joint ventures exposes us to liability and/or harm to our reputation for failures by our partners.

Territories or countries in which we are pursuing work may result in project delays or cancellations, which could reduce our revenue and earnings. 13 Table of Contents Our participation in construction joint ventures exposes us to liability and/or harm to our reputation for failures by our partners.

A loss of liquidity could adversely impact our ability to execute projects in our backlog, obtain new projects, engage subcontractors, and attract and retain key employees. Furthermore, we had approximately $127.6 million of outstanding borrowings at December 31, 2024 with variable interest rates. Higher market interest rates could also negatively impact our liquidity and financial condition.

A loss of liquidity could adversely impact our ability to execute projects in our backlog, obtain new projects, engage subcontractors, and attract and retain key employees. 15 Table of Contents Downgrades in our credit ratings could have a material adverse effect on our business and financial condition.

Removed

Added

Economic factors, such as inflation, tariffs, the timing of new awards, or the pace of project execution, have resulted and may continue to result in losses or lower than anticipated profit.

Removed

For the year ended December 31, 2024, we derived $583.4 million, or 13%, of revenue from our work on projects located outside of the United States.

Added

Lastly, we are more susceptible to adverse economic conditions in New York and California, as a significant portion of our operations are concentrated in those states. 11 Table of Contents The construction services industry is highly schedule driven, and our failure to meet the schedule requirements of our contracts could adversely affect our reputation and/or expose us to financial liability.

Removed

Physical and regulatory risks related to climate change could have a material adverse impact on our business, financial condition and results of operations.

Added

There have also recently been, and there may in the future be, occasions when even previously authorized and committed funding is withheld by the government, which could temporarily delay the progress of certain projects or the awards of new projects.

Removed

As of December 31, 2024, our total debt was $534.1 million, with $24.1 million classified as current debt.

Added

The percentage of our business coming from government entities has continued to increase in recent years, and as of December 31, 2025 accounted for 86% of our backlog. As a result, the risks of adverse consequences related to government contracting and procurement are increasingly fundamental to our business.

Added

Our international operations expose us to economic, political, regulatory and other risks, as well as uncertainty related to U.S. government funding, which could adversely affect our revenue and earnings. For the year ended December 31, 2025, we derived $489.7 million, or 9%, of revenue from our work on projects in international locations, including U.S. territories.

Added

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. The timing, declaration, amount, and payment of future dividends to our shareholders falls within the discretion of the Board of Directors.

Added

The Board of Director’s decisions regarding the payment of future dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, covenants related to our debt service obligations, industry practice, legal requirements, regulatory constraints, access to the capital markets, and other factors that it deems relevant.

Added

We cannot guarantee that we will continue to pay any dividend in the future. Furthermore, although our Board of Directors has authorized a share repurchase program, we are not obligated to make any purchases under the program, and it may be discontinued at any time. ITEM 1B. UNRESOLVED STAFF COMMENTS None. 16 Table of Contents

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe Audit Committee, a member of which holds a Certificate in Cyber Risk Governance and a Qualified Risk Director designation from the DCRO Institute, receives regular reports from our Chief Information Officer (“CIO”), along with members of senior management, on the identification and status of cybersecurity risks and management.

Cybersecurity Risk Management and Strategy We have established various policies, processes, and technologies to aid in our efforts to assess, identify, manage, and mitigate material risks posed by cybersecurity threats, including, among other things: • Our CISO and IT teams continuously monitor our systems and perform an annual cybersecurity risk assessment; • We have implemented a proactive incident response and management plan generally aligned with the National Institute of Standards and Technology (NIST), with annual plan testing and training for employees involved in the response process; • Annual penetration tests are performed by a third party and any notable findings are included in remediation plans; • We engage with key industry partners and threat intelligence services, including assessors, consultants and other industry third parties to evaluate our cybersecurity risk management and incident response plans and processes; • All employees, contractors and temporary workers are required to review and acknowledge our acceptable use policies, which include sections on information and cybersecurity practices and policies; 16 Table of Contents • Employees are regularly engaged in cybersecurity awareness campaigns, anti-phishing tests, and mandatory training as needed; • We address third-party cybersecurity risks through interviews and third-party independent assessment reports; • We maintain cybersecurity insurance coverage as part of our overall insurance portfolio; and • In conformity with customer requirements, we require proof that subcontractors complete relevant cybersecurity education and awareness training prior to being awarded a subcontract.

Cybersecurity Risk Management and Strategy We have established various policies, processes, and technologies to aid in our efforts to assess, identify, manage, and mitigate material risks posed by cybersecurity threats, including, among other things: • Our CISO and IT teams continuously monitor our systems and perform an annual cybersecurity risk assessment; • We have implemented a proactive incident response and management plan generally aligned with the National Institute of Standards and Technology (“NIST”), with annual plan testing and training for employees involved in the response process; • Annual penetration tests are performed by a third party and any notable findings are included in remediation plans; • We engage with key industry partners and threat intelligence services, including assessors, consultants and other industry third parties to evaluate our cybersecurity risk management and incident response plans and processes; • All employees, contractors and temporary workers are required to review and acknowledge our acceptable use policies, which include sections on information and cybersecurity practices and policies; • Employees are regularly engaged in cybersecurity awareness campaigns, anti-phishing tests, and mandatory training as needed; • We address third-party cybersecurity risks through interviews and third-party independent assessment reports; • We maintain cybersecurity insurance coverage as part of our overall insurance portfolio; and • In conformity with customer requirements, we require proof that subcontractors complete relevant cybersecurity education and awareness training prior to being awarded a subcontract.

We are not aware of any risks from cybersecurity threats that have materially affected, or are reasonably likely to materially affect, our Company, business strategy, or financial results, and we have not experienced any cybersecurity incidents that have had a material adverse impact on our operations or financial results. See Item 1A. Risk Factors for a discussion of cybersecurity risks.

We are not aware of any known risks from cybersecurity threats that have materially affected, or are reasonably likely to materially affect, our Company, business strategy, or financial results, and we have not experienced any cybersecurity incidents that have had a material adverse impact on our operations or financial results. See Item 1A.

Our IT and cybersecurity programs are managed by our CIO, who reports to the President (who also became the Chief Executive Officer effective January 1, 2025). Our CIO has over 30 years of experience in managing IT and cybersecurity.

Our IT and cybersecurity programs are managed by our CIO, who reports to our Chief Executive Officer. Our CIO has over 30 years of experience in managing IT and cybersecurity.

Added

Risk Factors for a discussion of cybersecurity risks. 17 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changePROPERTIES We have office facilities and equipment yards in the following locations, which we believe are suitable and adequate for our current needs: Offices Owned or Leased by Tutor Perini Business Segment(s) Los Angeles (Sylmar), CA Owned & Leased Corporate, Civil & Specialty Contractors Barrigada, Guam Owned Civil Black River Falls, WI Owned Civil Evansville, IN Owned Civil Fort Lauderdale, FL Leased Building & Specialty Contractors Framingham, MA Owned Building Gulfport, MS Owned Building Henderson, NV Owned Building & Specialty Contractors Houston, TX Owned Specialty Contractors Jessup, MD Owned Civil Menlo Park, CA Leased Building Mount Vernon, NY Leased Specialty Contractors New Rochelle, NY Owned Civil Ozone Park, NY Owned Specialty Contractors Equipment Yards Owned or Leased by Tutor Perini Business Segment(s) Black River Falls, WI Owned Civil Evansville, IN Owned Civil Hilbert, WI Owned Civil Palmdale, CA Owned Civil Rosemount, MN Owned Civil Stockton, CA Owned Building Waukesha, WI Owned Civil ITEM 3.

Biggest changePROPERTIES We have office facilities and equipment yards in the following locations, which we believe are suitable and adequate for our current needs: Offices Owned or Leased by Tutor Perini Business Segment(s) Los Angeles (Sylmar), CA Owned & Leased Corporate, Civil & Specialty Contractors Barrigada, Guam Owned Civil Black River Falls, WI Owned Civil Evansville, IN Owned Civil Fort Lauderdale, FL Leased Specialty Contractors Framingham, MA Owned Building Gulfport, MS Owned Building Henderson, NV Owned Building Houston, TX Owned Specialty Contractors Menlo Park, CA Leased Building Mount Vernon, NY Leased Specialty Contractors New Rochelle, NY Owned Civil Ozone Park, NY Owned Specialty Contractors Equipment Yards Owned or Leased by Tutor Perini Business Segment(s) Black River Falls, WI Owned Civil Evansville, IN Owned Civil Hilbert, WI Owned Civil Palmdale, CA Owned Civil Rosemount, MN Owned Civil Stockton, CA Owned Building Waukesha, WI Owned Civil ITEM 3.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeWe 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. Accordingly, we provide 17 Table of Contents information regarding mine safety violations and other mining regulation matters in Exhibit 95 to this Annual Report on Form 10-K.

Added

For the year ended December 31, 2025, we do not have any mine safety violations and other mining regulation matters to disclose pursuant to Section 1503(a) of the Dodd-Frank Act and Item 104 of Regulation S-K. PART II.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded on the New York Stock Exchange under the symbol “TPC.” Holders At February 19, 2026, there were 254 holders of record of our common stock, including holders of record on behalf of an indeterminate number of beneficial owners. 18 Table of Contents Dividends Our Board of Directors initiated a cash dividend in the fourth quarter of 2025 under which we have paid, and intend to continue paying, regular quarterly dividends.

The comparison of total return on investment, defined as the change in year-end stock price plus reinvested dividends, for each of the periods assumes that $100 was invested on December 31, 2019 in each of our common stock, the NYSE Composite Index and the Dow Jones U.S.

The comparison of total return on investment, defined as the change in year-end stock price plus reinvested dividends, for each of the periods assumes that $100 was invested on December 31, 2020 in each of our common stock, the NYSE Composite Index and the Dow Jones U.S.

Heavy Construction Index, with investment weighted on the basis of market capitalization. 18 Table of Contents The comparisons in the following graph are based on historical data and are not intended to forecast the possible future performance of our common stock. ITEM 6. [RESERVED]

Heavy Construction Index, with investment weighted on the basis of market capitalization. 19 Table of Contents The comparisons in the following graph are based on historical data and are not intended to forecast the possible future performance of our common stock. ITEM 6. [RESERVED]

Removed

Dividends and Issuer Purchases of Equity Securities We did not repurchase any of our common stock during the fourth quarter of 2024. We have not historically paid dividends on our common stock and have no immediate plans to do so. Issuance of Unregistered Securities None.

Added

The declaration, amount and timing of such dividends are subject to capital availability and determinations by our Board of Directors that cash dividends are in the best interest of our shareholders and are in compliance with all respective laws and applicable agreements.

Added

Our ability to pay dividends will depend upon factors such as our cash balances and potential future capital requirements, including acquisitions, debt service requirements, results of operations, financial condition and other factors that our Board of Directors may deem relevant.

Added

During the fourth quarter of 2025, the Company declared a cash dividend of $0.06 per share payable on December 23, 2025, to all shareholders of record on December 9, 2025. Total dividends declared in 2025 amounted to $3.4 million, including $0.3 million of accrued dividends relating to unvested share-based awards that are payable at the time of vesting.

Added

Share Repurchases In November 2025, our Board of Directors authorized a share repurchase program totaling $200 million with no expiration date.

Added

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.

Added

As of December 31, 2025, we have not repurchased any shares of our common stock and $200 million remained available for repurchase under this program. Our share repurchase programs do not obligate the Company to purchase any shares.

Added

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 programs may be terminated, increased or decreased by our Board of Directors at its discretion at any time.

Added

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. Issuance of Unregistered Securities None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFor more information regarding the terms of our 2020 Credit Agreement, refer to Note 7 of the Notes to Consolidated Financial Statements. 28 Table of Contents The table below presents our actual and required First Lien Net Leverage Ratio under the 2020 Credit Agreement for the period, which is calculated on a rolling four-quarter basis: Trailing Four Fiscal Quarters Ended December 31, 2024 Actual Required First Lien Net Leverage Ratio (.56) to 1.00 As amended, the 2020 Credit Agreement requires, solely with respect to the Revolver, the Company and its restricted subsidiaries to maintain a maximum First Lien Net Leverage Ratio of 3.50:1.00, effective the fiscal quarter ended December 31, 2022 and increasing to 3.75:1.00 for the fiscal quarter ending March 31, 2023 and subsequently stepping down to 3.00:1.00 for the fiscal quarter ending June 30, 2023, 2.50:1.00 for the fiscal quarter ending September 30, 2023 and 2.25:1.00 for the fiscal quarter ending December 31, 2023 and each fiscal quarter thereafter.

Biggest changeThe table below presents our actual and required First Lien Net Leverage Ratio under the 2020 Credit Agreement for the period, which is calculated on a rolling four-quarter basis: Trailing Four Fiscal Quarters Ended December 31, 2025 Actual (a) Required First Lien Net Leverage Ratio (0.66) to 1.00 _____________________________________________________________________________________________________________ (a) The ratio was negative because the Company’s cash and cash equivalents available for general corporate purposes exceeded secured Indebtedness, resulting in negative First Lien Net Indebtedness, both as defined in the 2020 Credit Agreement.

Significant new awards and contract adjustments in 2024 included the $1.66 billion City Center Guideway and Stations project in Hawaii; the $1.13 billion Newark AirTrain Replacement project in New Jersey; the $1.1 billion Kensico-Eastview Connection Tunnel project in New York; the Civil segment’s share of both the $3.76 billion Manhattan Jail project and the $2.95 billion Brooklyn Jail project, both in New York; $479 million of additional funding for certain mass-transit projects in California; $331 million for the Apra Harbor Waterfront Repairs project in Guam; and the Company’s proportionate share of the $1.3 billion Connecticut River Bridge Replacement project in Connecticut.

New awards and contract adjustments in 2024 included the $1.66 billion City Center Guideway and Stations project in Hawaii; the $1.13 billion Newark AirTrain Replacement project in New Jersey; the $1.1 billion Kensico-Eastview Connection Tunnel project in New York; the Civil segment’s share of both the $3.76 billion Manhattan Jail project and the $2.95 billion Brooklyn Jail project, both in New York; $479 million of additional funding for certain mass-transit projects in California; $331 million for the Apra Harbor Waterfront Repairs project in Guam; and the Company’s proportionate share of the $1.3 billion Connecticut River Bridge Replacement project in Connecticut.

Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including, but not limited to, those discussed in Item 1A. Risk Factors and elsewhere in this Annual Report. Comparison of 2023 to 2022 Results For a discussion comparing our 2023 results to our 2022 results, refer to Item 7.

Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors, including, but not limited to, those discussed in Item 1A. Risk Factors and elsewhere in this Annual Report. Comparison of 2024 to 2023 Results For a discussion comparing our 2024 results to our 2023 results, refer to Item 7.

In considering the totality of qualitative factors known as of the reporting date, we determined that no triggering events occurred or circumstances changed since our October 1, 2024 annual test that would more likely than not reduce the fair value of the Civil reporting unit below its carrying amount.

In considering the totality of qualitative factors known as of the reporting date, we determined that no triggering events occurred or circumstances changed since our October 1, 2025 annual test that would more likely than not reduce the fair value of the Civil reporting unit below its carrying amount.

As of December 31, 2024, we were in compliance and expect to continue to be in compliance with the covenants under the 2020 Credit Agreement. Equipment Financing and Mortgages The Company has certain loans entered into for the purchase of specific property, plant and equipment and secured by the assets purchased.

As of December 31, 2025, we were in compliance and expect to continue to be in compliance with the covenants under the 2020 Credit Agreement. Equipment Financing and Mortgages The Company has certain loans entered into for the purchase of specific property, plant and equipment and secured by the assets purchased.

The most significant new awards and contract adjustments in 2024 included the Specialty Contractors segment’s electrical and mechanical scope of work booked as part of the Manhattan Jail project discussed above, two electrical projects in New York collectively valued at $195 million and a $64 million electrical project in Connecticut.

New awards and contract adjustments in 2024 included the Specialty Contractors segment’s electrical and mechanical scope of work booked as part of the Manhattan Jail project discussed above, two electrical projects in New York collectively valued at $195 million and a $64 million electrical project in Connecticut.

During the fourth quarter of 2024, we conducted our annual goodwill impairment test and determined that goodwill was not impaired since the estimated fair value of the Civil reporting unit exceeded its net book value by a significant amount.

During the fourth quarter of 2025, we conducted our annual goodwill impairment test and determined that goodwill was not impaired since the estimated fair value of the Civil reporting unit exceeded its net book value by a significant amount.

If the calculated fair value of a reporting unit is less than its carrying value, we recognize an impairment charge equal to the difference. 30 Table of Contents The impairment evaluation process requires assumptions that are subject to a high degree of judgment such as revenue growth rates, profitability levels, discount rates, industry market multiples and weighted-average cost of capital.

If the calculated fair value of a reporting unit is less than its carrying value, we recognize an impairment charge equal to the difference. The impairment evaluation process requires assumptions that are subject to a high degree of judgment such as revenue growth rates, profitability levels, discount rates, industry market multiples and weighted-average cost of capital.

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 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.

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. 22 Table of Contents Nationally, support for transportation-related ballot measures has remained high over the last decade.

Net cash used in investing activities during 2024 was $40.7 million, which was primarily due to the acquisition of property and equipment (i.e., capital expenditures) totaling $37.4 million and net cash used in investment transactions of $8.0 million, partially offset by proceeds from the sale of property and equipment of $4.8 million.

Net cash used in investing activities during 2024 was $40.7 million, which was primarily due to the acquisition of property and equipment totaling $37.4 million and net cash used in investment transactions of $8.0 million, partially offset by proceeds from the sale of property and equipment of $4.8 million.

Many of the Company’s newer projects are design-build projects that have an initial design phase over the first six to eighteen months 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.

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 believe that cash generated from operations, along with our unused credit capacity and available cash balances as of December 31, 2024, will be sufficient to fund working capital needs and debt maturities for the next 12 months and beyond, as discussed further in Debt below.

We believe that cash generated from operations, along with our unused credit capacity and available cash balances as of December 31, 2025, will be sufficient to fund working capital needs, dividends, share repurchases, and debt maturities for the next 12 months and beyond, as discussed further in Debt below.

During interim periods, including those subsequent to the Company’s October 1 annual test date, we evaluate events and circumstances, including, but not limited to, an examination of macroeconomic conditions, cost factors, overall financial performance by each reporting unit, other relevant entity-specific events, and trends in the stock prices of our Company and peers to determine if such factors indicate that it is likely that the goodwill for one or more of our reporting units is impaired, thus warranting the performance of a quantitative impairment test sooner than the fourth quarter of the year.

Changes in these assumptions would impact the results of our impairment tests. 31 Table of Contents During interim periods, including those subsequent to the Company’s October 1 annual test date, we evaluate events and circumstances, including, but not limited to, an examination of macroeconomic conditions, cost factors, overall financial performance by each reporting unit, other relevant entity-specific events, and trends in the stock prices of our Company and peers to determine if such factors indicate that it is likely that the goodwill for one or more of our reporting units is impaired, thus warranting the performance of a quantitative impairment test sooner than the fourth quarter of the year.

Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended December 31, 2023, as filed with the SEC on February 28, 2024. Executive Overview Operating Results Consolidated revenue for 2024 was $4.3 billion, up 12% compared to $3.9 billion for 2023.

Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K for the year ended December 31, 2024, as filed with the SEC on February 27, 2025. Executive Overview Operating Results Consolidated revenue for 2025 was $5.5 billion, up 28% compared to $4.3 billion for 2024.

The aggregate balance of equipment financing loans was approximately $19.3 million and $26.4 million at December 31, 2024 and 2023, respectively, with interest rates ranging from 2.54% to 7.32% with equal monthly installment payments over periods up to 5 years.

The aggregate balance of equipment financing loans was approximately $13.1 million and $19.3 million at December 31, 2025 and 2024, respectively, with interest rates ranging from 2.54% to 7.32% with equal monthly installment payments over periods up to 5 years.

As of December 31, 2024, the mix of backlog by segment was 47% for Civil, 38% for Building and 15% for Specialty Contractors, compared to 42% for Civil, 41% for Building and 17% for Specialty Contractors at the end of 2023. 21 Table of Contents Most projects in the Civil segment’s backlog typically convert to revenue over a period of three to five years and in the Building and Specialty Contractors segments over a period of one to three years.

As of December 31, 2025, the mix of backlog by segment was 49% for Civil, 36% for Building and 15% for Specialty Contractors, compared to 47% for Civil, 38% for Building and 15% for Specialty Contractors at the end of 2024. 21 Table of Contents Most projects in the Civil segment’s backlog typically convert to revenue over a period of three to five years and in the Building and Specialty Contractors segments over a period of one to three years.

Debt Summarized below are the key terms of our debt as of December 31, 2024.

Debt Summarized below are the key terms of our debt as of December 31, 2025.

Cash immediately available for general corporate purposes was $265.6 million and $145.1 million as of December 31, 2024 and 2023, 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 immediately available for general corporate purposes was $270.7 million and $265.6 million as of December 31, 2025 and 2024, 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 $149.1 million as of December 31, 2024 compared to $144.4 million as of December 31, 2023.

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 $264.6 million as of December 31, 2025 compared to $149.1 million as of December 31, 2024.

The increase in share-based compensation expense in 2024 was primarily due to a substantial increase in the Company’s stock price throughout the year, which impacted the fair value of liability-classified awards. These liability-classified awards are remeasured at fair value at the end of each reporting period with the change recognized in earnings.

The increase in share-based compensation expense in 2025 was primarily due to a substantial increase of 176.9% in the Company’s stock price during 2025, which impacted the fair value of liability-classified awards. These liability-classified awards are remeasured at fair value at the end of each reporting period with the change recognized in earnings.

Restricted cash and restricted investments at December 31, 2024 were primarily held to secure insurance-related contingent obligations and deposits. During the year ended December 31, 2024, net cash provided by operating activities was $503.5 million, compared to $308.5 million in 2023, representing an increase of $195.1 million, or 63%.

Restricted cash and restricted investments at December 31, 2025 were primarily held to secure insurance-related contingent obligations and deposits. During the year ended December 31, 2025, net cash provided by operating activities was $748.1 million, compared to $503.5 million in 2024, representing an increase of $244.6 million, or 49%.

Cash and Working Capital Cash and cash equivalents were $455.1 million as of December 31, 2024 compared to $380.6 million as of December 31, 2023.

Cash and Working Capital Cash and cash equivalents were $734.6 million as of December 31, 2025 compared to $455.1 million as of December 31, 2024.

On April 15, 2024, the Company entered into an amendment in respect of the 2020 Credit Agreement (the “2024 Amendment”) which, among other changes, (1) extends the existing Revolver maturity date from August 18, 2025 to (a) if any tranche of the Term Loan B, any incremental term loan or any refinancing term loan (or any refinancing or replacement thereof) remains outstanding, the earlier of (i) May 20, 2027 and (ii) the date that is ninety (90) days prior to the final maturity of any tranche of the Term Loan B, any incremental term loan or any refinancing term loan (or any refinancing or replacement thereof), as applicable, and (b) if no obligations are outstanding with respect to any tranche of the Term Loan B, any incremental term loan or any refinancing term loan, August 18, 2027 and (2) permanently reduces the aggregate commitments in respect of the Revolver by $5.0 million from $175.0 million to $170.0 million.

However, following the 2017 Senior Notes Redemption and the consummation of the 2024 Amendment, the spring-forward maturity of the Term Loan B is no longer in effect and the spring-forward maturity of the Revolver has been extended (as described below). 28 Table of Contents On April 15, 2024, the Company entered into an amendment in respect of the 2020 Credit Agreement (the “2024 Amendment”) which, among other changes, (1) extends the existing Revolver maturity date from August 18, 2025 to (a) if any tranche of the Term Loan B, any incremental term loan or any refinancing term loan (or any refinancing or replacement thereof) remains outstanding, the earlier of (i) May 20, 2027 and (ii) the date that is ninety (90) days prior to the final maturity of any tranche of the Term Loan B, any incremental term loan or any refinancing term loan (or any refinancing or replacement thereof), as applicable, and (b) if no obligations are outstanding with respect to any tranche of the Term Loan B, any incremental term loan or any refinancing term loan, August 18, 2027 and (2) permanently reduces the aggregate commitments in respect of the Revolver by $5.0 million from $175.0 million to $170.0 million.

Effective May 2, 2023, the 2020 Credit Agreement was amended to transition the Company’s original LIBOR option in respect of the Term Loan B to Adjusted Term SOFR. The average borrowing rates on the Term Loan B and the Revolver for the year ended December 31, 2024 were approximately 10.0% an d 11.8% , resp ectively.

Effective May 2, 2023, the 2020 Credit Agreement was amended to transition the Company’s original LIBOR option in respect of the Term Loan B to Adjusted Term SOFR. The average borrowing rates on the Term Loan B and the Revolver for the year ended December 31, 2025 were approximately 9.2% and 10.8%, r esp ectively.

The Bipartisan Infrastructure Law provides 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 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.

Significant new awards and contract adjustments in 2024 included the Building segment’s portion of the $3.76 billion Manhattan Jail project in New York (which includes a substantial amount of electrical and mechanical scope of work that is expected to be performed by the Specialty Contractors segment); a $1.4 billion healthcare campus project in California; $449 million for two healthcare facility projects in California; and a $229 million airport terminal connectors project at Fort Lauderdale-Hollywood International Airport in Florida.

New awards and contract adjustments in 2024 included the Building segment’s portion of the $3.76 billion Manhattan Jail project in New York (which includes a substantial amount of electrical and mechanical scope of work that will be performed by the Specialty Contractors segment); a $1.4 billion healthcare campus project in California; $449 million for two healthcare facility projects in California; and a $229 million airport terminal connectors project at Fort Lauderdale-Hollywood International Airport in Florida. 25 Table of Contents Backlog for the Building segment was $7.3 billion as of December 31, 2025, up 4% compared to $7.0 billion as of December 31, 2024.

Operating margin was (1.5)% in 2024 compared to (7.0)% in 2023. The increase in operating margin was driven by the factors mentioned above that drove the improved revenue and loss from construction operations. New awards in the Building segment totaled $4.5 billion in 2024 compared to $3.3 billion in 2023.

Operating margin was 3.1% in 2025 compared to (1.5)% in 2024. The increase in operating margin was driven by the above-mentioned factors that drove the increases in revenue and income (loss) from construction operations. New awards and contract adjustments in the Building segment totaled $2.2 billion in 2025 compared to $4.5 billion in 2024.

As of December 31, 2024, we had working capital of $1.0 billion, a ratio of current assets to current liabilities of 1.41 and a ratio of debt to equity of 0.46 compared to working capital of $1.4 billion, a ratio of current assets to current liabilities of 1.66 and a ratio of debt to equity of 0.70 at December 31, 2023.

As of December 31, 2025, we had 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 compared to working capital of $1.0 billion, a ratio of current assets to current liabilities of 1.41 and a ratio of debt to equity of 0.46 at December 31, 2024.

Loss from construction operations for 2024 was $24.1 million compared to a loss of $91.2 million for 2023.

Income from construction operations for 2025 was $58.2 million compared to a loss of $24.1 million for 2024.

See Note 7 of the Notes to Consolidated Financial Statements for further detail of our debt and the timing of expected future principal and interest payments. • Operating lease obligations of $67.1 million (of which $11.0 million are due in 2025).

See Note 7 of the Notes to Consolidated Financial Statements for further detail of our debt and the timing of expected future principal and interest payments. • Operating lease obligations of $84.9 million (of which $16.5 million are due in 2026).

The segment continues to experience strong demand reflected in a large, multi-year pipeline of prospective projects, supported by substantial anticipated funding from various voter-approved transportation measures, the Bipartisan Infrastructure Law, and by public agencies’ long-term spending plans. We believe that the Civil segment is well-positioned to capture its share of these prospective projects.

The segment continues to experience strong demand reflected in a large, multi-year pipeline of prospective projects, and supported by substantial anticipated funding from various voter-approved state and local transportation measures, the Bipartisan Infrastructure Law, and by public agencies’ long-term spending plans.

The improvement was partially offset by certain 2024 unfavorable adjustments on several completed projects due to the impact of judgments and settlements totaling $57.2 million, including $17.7 million due to an unfavorable judgment on a completed mass-transit project in California and certain other adjustments that were individually immaterial.

The improvement was also driven by a reduction in net unfavorable adjustments in 2025, primarily due to the absence of certain prior-year unfavorable adjustments on several completed projects due to the impact of judgments and settlements that totaled $57.2 million in 2024, including $17.7 million due to an unfavorable judgment on a completed mass-transit project in California and certain other adjustments that were individually immaterial.

Consolidated new awards in 2024 were $12.8 billion compared to $6.1 billion in 2023. The Civil and Building segments were the primary contributors to the new award activity in 2024.

Consolidated new awards in 2025 were $7.4 billion compared to $12.8 billion in 2024. The Civil and Building segments were the primary contributors to the new awards activity in 2025.

The decrease was primarily due to unfavorable adjustments in 2024, including $101.6 million in the third quarter pertaining to the aforementioned unexpected adverse arbitration decision on a legacy dispute related to a completed bridge project in California, which the Company is appealing; a temporary non-cash impact of $31.8 million in the fourth quarter for a project on the West Coast, which primarily resulted from significant changes that have been negotiated, or are being negotiated, that carry lower margin (and lower risk) that reduced the project’s percentage of completion and overall margin percentage; $17.4 million due to an unfavorable legal ruling on a completed highway project in Virginia; and $15.1 million due to changes in estimates on an otherwise profitable mass-transit project in California that is nearly complete.

These prior-year net unfavorable adjustments included $101.6 million pertaining to an unexpected adverse arbitration decision on a legacy dispute related to a completed bridge project in California, which the Company is appealing; a temporary non-cash impact of $31.8 million for a project on the West Coast, which primarily resulted from significant changes that have been negotiated and carry lower margin (and lower risk) that reduced the project’s percentage of completion and overall margin percentage; $17.4 million due to an unfavorable legal ruling on a completed highway project in Virginia; and $15.1 million due to changes in estimates on an otherwise profitable mass-transit project in California that is nearly complete, partially offset by a prior-year favorable adjustment of $18.4 million due to a settlement of a claim associated with a completed highway tunneling project in the western United States.

Interest on the 2024 Senior Notes is payable in arrears semi-annually in April and October of each year, beginning in October 2024. Prior to April 30, 2026, the Company may redeem the 2024 Senior Notes at a redemption price equal to 100% of the principal amount plus a “make-whole” premium described in the indenture.

Prior to April 30, 2026, the Company may redeem the 2024 Senior Notes at a redemption price equal to 100% of the principal amount plus a “make-whole” premium described in the indenture.

These types of awards were issued in past years as a short-term solution to deal with a depleted share pool under the Tutor Perini Corporation Omnibus Incentive Plan and a low stock price. The effective income tax rate for 2024 was 29.3% compared to 30.1% for 2023.

These types of awards were issued in past years as a short-term solution to deal with a depleted share pool under the Tutor Perini Corporation Omnibus Incentive Plan (the “Plan”) and a low stock price.

Net cash used in financing activities during 2024 was $393.3 million, which was primarily driven by a $354.6 million net repayment of debt (including the 2024 Senior Notes issuance of $400 million and the 2017 Senior Notes redemption of $500 million, as well as additional principal prepayments on the Term Loan B, all of which are discussed below in Debt ), $25.1 million of payments for debt issuance costs related to debt transactions during the year and $23.3 million of cash distributions to noncontrolling interests, partially offset by $15.2 million of cash contributions from noncontrolling interests.

Net cash used in financing activities during 2024 was $393.3 million, which was primarily driven by a $354.6 million net repayment of debt, $25.1 million of payments for debt issuance costs related to debt transactions during the year and $23.3 million of cash distributions to noncontrolling interests, partially offset by $15.2 million of cash contributions from noncontrolling interests.

The following table presents the changes in backlog in 2024: (in millions) Backlog at December 31, 2023 New Awards in 2024 (a) Revenue Recognized in 2024 Backlog at December 31, 2024 (b) Civil $ 4,240.6 $ 6,713.9 $ (2,118.9) $ 8,835.6 Building 4,177.5 4,467.0 (1,617.6) 7,026.9 Specialty Contractors 1,740.3 1,661.5 (590.4) 2,811.4 Total $ 10,158.4 $ 12,842.4 $ (4,326.9) $ 18,673.9 _____________________________________________________________________________________________________________ (a) New awards consist of the original contract price of projects added to our backlog plus or minus subsequent changes to the estimated total contract price of existing contracts.

The following table presents the changes in backlog in 2025: (in millions) Backlog at December 31, 2024 New Awards in 2025 (a) Revenue Recognized in 2025 Backlog at December 31, 2025 (b) Civil $ 8,835.6 $ 4,164.9 $ (2,846.8) $ 10,153.7 Building 7,026.9 2,158.7 (1,852.2) 7,333.4 Specialty Contractors 2,811.4 1,105.3 (844.0) 3,072.7 Total $ 18,673.9 $ 7,428.9 $ (5,543.0) $ 20,559.8 _____________________________________________________________________________________________________________ (a) New awards consist of the original contract price of projects added to our backlog plus or minus subsequent changes to the estimated total contract price of existing contracts.

The improvement was also driven by 1) various changes in estimates for project charges, net of positive impacts from improved productivity and efficiencies on certain projects, which had an aggregate net unfavorable impact of $36.4 million in 2024 compared to $117.2 million in 2023, partially offset by 2) certain legal judgments or decisions that had net unfavorable impacts totaling $167.7 million in 2024 compared to $122.2 million in 2023; 3) various settlements that had a net unfavorable impact of $45.8 million in 2024 compared to a net favorable impact of $8.4 million in 2023; and 4) temporary aggregate negative project adjustments of $97.2 million in 2024 compared to $79.2 million in 2023 due to both the successful negotiation of significant lower margin (and lower risk) change orders and increases in unapproved work on various projects, the temporary impacts to earnings of which are expected to reverse themselves over the remaining lives of the projects.

The increase in income from construction operations in 2025 was primarily due to contributions related to an overall net increase in project execution activities that totaled $172.1 million and a lower amount of net unfavorable adjustments in 2025 driven by changes in the estimate at completion for various projects, including: 1) impacts from improved productivity and efficiencies on certain projects, net of project charges, which had an aggregate net favorable impact of $104.3 million in 2025 compared to a net unfavorable impact of $36.4 million in 2024; 2) certain legal judgments or decisions that had net unfavorable impacts totaling $32.5 million in 2025 compared to $167.7 million in 2024; and 3) temporary aggregate negative project adjustments of $78.7 million in 2025 compared to $97.2 million in 2024 due to both the successful negotiation of significant lower margin (and lower risk) change orders and increases in unapproved work on various projects, the temporary impacts to earnings of which are expected to reverse themselves over the remaining lives of the projects.

The improvement was also due to contributions related to the increased project execution activities discussed above that totaled $26.6 million, partially offset by the impact of unfavorable adjustments in 2024 of $25.9 million on the government building project in Florida mentioned above, which is now nearing completion, primarily due to increased costs associated with external subcontractors and resolution of certain delay change orders, and $20.0 million associated with the settlement of a legacy dispute related to a completed government facility project in Florida.

The significant improvement was principally due to contributions related to the increased project execution activities discussed above and the absence of certain prior-year unfavorable adjustments, including $25.9 million on a completed government building project in Florida primarily due to increased costs associated with external subcontractors and resolution of certain delay change orders and $20.0 million associated with the settlement of a legacy dispute related to a completed government facility project in Florida.

Contractual Obligations Our contractual obligations and commitments as of December 31, 2024 include: • Debt obligations of $556.1 million (of which $24.1 million are due in 2025) and interest payments of $221.1 million (of which $53.4 million are due in 2025) based on rates in effect as of December 31, 2024.

Contractual Obligations Our contractual obligations and commitments as of December 31, 2025 include: • Debt obligations of $425.4 million (of which $14.6 million are due in 2026) and interest payments of $168.4 million (of which $48.4 million are due in 2026) based on rates in effect as of December 31, 2025.

We believe that the segment remains well-positioned to capture its share of new projects, leveraging the size and scale of our business units that operate in New York, Texas, Florida and California and the strong reputation held by these business units for high-quality work on large, complex projects.

We believe that the segment remains well-positioned to continue capturing its share of other new projects, leveraging the strong reputation held by the business units in this segment for high-quality work on large, complex projects.

The Company generally provides limited warranties for work performed, with warranty periods 29 Table of Contents typically extending for a limited duration following substantial completion of the Company’s work on a project. Historically, warranty claims have not resulted in material costs incurred.

The Company generally provides limited warranties for work performed, with warranty periods typically extending for a limited duration following substantial completion of the Company’s work on a project.

The redemption of the 2017 Senior Notes occurred on May 2, 2024 (the “2017 Senior Notes Redemption”). 27 Table of Contents 2020 Credit Agreement On August 18, 2020, the Company entered into a credit agreement (as amended, the “2020 Credit Agreement”) with BMO Bank N.A.

The redemption of the 2017 Senior Notes occurred on May 2, 2024 (the “2017 Senior Notes Redemption”). 2020 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 increase in share-based compensation expense was primarily due to a substantial increase in the Company’s stock price during the 2024 period, which impacted the fair value of liability-classified awards.

The increase in corporate general and administrative expenses in 2025 compared to 2024 was primarily due to a substantial increase in share-based compensation expense that resulted from a higher stock price, which impacted the fair value of liability-classified awards.

See Corporate, Tax and Other Matters below for a discussion of the change in the effective tax rate. Diluted loss per common share for 2024 was $3.13 compared to $3.30 for 2023. The change in 2024 was primarily due to the factors discussed above that led to the change in loss from construction operations.

See Corporate, Tax and Other Matters below for a discussion of the change in the effective tax rate. Diluted earnings per common share for 2025 was $1.51 compared to diluted loss per common share of $3.13 for 2024.

The operating cash flow for 2024 was the largest result for any year since the merger between Tutor-Saliba Corporation and Perini Corporation in 2008, exceeding the previous records achieved in 2023 and 2022.

The operating cash flow for 2025 was the largest result for any year since the merger between Tutor-Saliba Corporation and Perini Corporation in 2008, and represented the fourth consecutive year of record operating cash flow.

Liquidity and Capital Resources Liquidity is provided by available cash and cash equivalents, cash generated from operations, credit facilities and access to capital markets. We have a committed line of credit totaling $170.0 million, which may be used for revolving loans, letters of credit and/or general purposes.

We have a committed line of credit totaling $170.0 million, which may be used for revolving loans, letters of credit and/or general purposes.

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.

Backlog for the Specialty Contractors segment was $3.1 billion as of December 31, 2025, up 9% compared to $2.8 billion as of December 31, 2024. 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.

Building Segment Revenue and loss from construction operations for the Building segment are summarized as follows: Year Ended December 31, (in millions) 2024 2023 Revenue $ 1,617.6 $ 1,302.5 Loss from construction operations (24.1) (91.2) Revenue for 2024 increased 24% compared to 2023, with the growth driven by increased project execution activities on various healthcare and educational facility projects in California and a detention facility project in New York with substantial scope of work remaining, as well as the absence of a prior-year unfavorable adjustment related to an adverse legal ruling on a completed mixed-use project in New York.

Building Segment Revenue and income (loss) from construction operations for the Building segment are summarized as follows: Year Ended December 31, (in millions) 2025 2024 Revenue $ 1,852.2 $ 1,617.6 Income (loss) from construction operations 58.2 (24.1) Revenue for 2025 increased 15% compared to 2024, primarily due to increased project execution activities on two large detention facility projects in New York and a large healthcare facility project in California, all of which have substantial scope of work remaining.

The outlook for the Company’s revenue growth over the next several years is highly favorable, particularly due to strong new award bookings in 2024, as well as other significant new awards that have been and could be booked in 2025.

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 two years, as well as other new awards that are expected to be booked in the future.

The Building segment continues to experience strong customer demand as reflected by a large volume of prospective projects across various end markets and geographic locations. In addition, there are various healthcare and education projects underway in California that are in the preconstruction phase, with only a small amount of current backlog recorded for them.

The Building segment continues to experience strong customer demand as reflected by a large volume of prospective projects across various end markets and geographic locations.

All of these project charges and changes in estimates were due to changes in facts and circumstances that were identified in 2023. Furthermore, loss from construction operations for the year ended December 31, 2024 was negatively impacted by share-based compensation expense of $40.4 million compared to share-based compensation expense of $12.3 million in 2023.

Furthermore, income from construction operations for the year ended December 31, 2025 was negatively impacted by share-based compensation expense of $150.0 million compared to share-based compensation expense of $40.4 million in 2024.

The balances of indebtedness used in the calculations of the First Lien Net Leverage Ratio and the Total Net Leverage Ratio include offsets for cash and cash equivalents available for general corporate purposes. As of December 31, 2025, the Revolver had unused available borrowing capacity of $170.0 million, and the outstanding balance of the 2024 Senior Notes was $400.0 million.

In addition to the mandatory prepayment discussed above, the Company made voluntary, early prepayments totaling $150.0 million of the Term Loan B during 2024. During the first quarter of 2025, the Company voluntarily repaid the remaining $121.9 million outstanding balance of the Term Loan B.

During the first quarter of 2025, the Company voluntarily repaid the remaining $121.9 million outstanding balance of the Term Loan B.

The aggregate balance of mortgage loans was approximately $5.8 million and $8.4 million at December 31, 2024 and 2023, respectively, with interest rates of SOFR plus 2.00% and monthly installment payments over periods up to 10 years.

The aggregate balance of mortgage loans was approximately $5.1 million and $5.8 million at December 31, 2025 and 2024, respectively, with interest rates of SOFR plus 2.00% and monthly installment payments over periods up to 10 years. 29 Table of Contents Dividends In November 2025, our Board of Directors declared a cash dividend of $0.06 per share payable on December 23, 2025 to all shareholders of record as of December 9, 2025.

Claims arising from construction contracts have been made against the Company by customers, and the Company has made claims against customers for costs incurred in excess of current contract provisions. The Company recognizes revenue for claims as variable consideration in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”).

The Company recognizes revenue for claims as variable consideration in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”). Assumptions as to the occurrence of future events and the likelihood and amount of variable consideration are made during the contract performance period.

Certain Building segment end markets, such as healthcare, education, industrial/manufacturing, and hospitality and gaming, continue to show strong demand for new and renovated facilities.

Significant new awards and contract adjustments in 2025 included a healthcare facility project in California valued at approximately $1 billion; a $538 million healthcare project in California; and a $155 million education facility project in California. Certain Building segment end markets, such as healthcare, education, industrial/manufacturing, and hospitality and gaming, continue to demonstrate strong demand for new and renovated facilities.

Backlog for the Specialty Contractors segment was $2.8 billion as of December 31, 2024, up 62% compared to $1.7 billion as of December 31, 2023, and set a new all-time record for the segment.

Backlog for the Civil segment was $10.2 billion as of December 31, 2025, up 15% compared to $8.8 billion as of December 31, 2024.

The items that caused a lower effective tax rate in 2024 as compared to 2023 were primarily non-deductible compensation expenses and an increase in the valuation allowance, offset by higher state income taxes. For a further discussion of income taxes, refer to Note 5 of the Notes to Consolidated Financial Statements.

The items that caused a higher effective tax rate in 2025 as compared to 2024 were primarily higher non-deductible expenses, partially offset by higher earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company), federal income tax credits and state income taxes.

We estimate that approximately $4.5 billion, or approximately 24%, of our backlog as of December 31, 2024 will be recognized as revenue in 2025.

Certain larger projects across all three segments may extend over a longer duration. We estimate that approximately $6 billion, or approximately 29%, of our backlog as of December 31, 2025 will be recognized as revenue in 2026.

Corporate, Tax and Other Matters Corporate General and Administrative Expenses Corporate general and administrative expenses were $110.2 million in 2024 compared to $75.2 million in 2023. The increase in corporate general and administrative expenses in 2024 compared to 2023 was primarily due to higher compensation-related expenses, mainly attributable to higher share-based compensation expense.

Corporate, Tax and Other Matters Corporate General and Administrative Expenses Corporate general and administrative expenses were $210.8 million in 2025 compared to $110.2 million in 2024.

The increase was primarily driven by significant growth in the Building and Civil segments, as the Company has been successful in pursuing and winning new work and has experienced increased project execution activities on several of the newer projects.

The Company experienced strong growth in all three segments in 2025, primarily driven by increased project execution activities on certain newer, larger and higher-margin projects, all of which have significant scope of work remaining.

These measures are expected to generate an estimated $41.4 billion in new and renewed funding for roads, bridges, rail and other infrastructure. For the first time in four years, interest rates were lowered in September 2024, and some economists expect further rate reductions in 2025, though the actual timing and extent of any future rate reductions remains uncertain.

These measures are expected to generate an estimated $41.4 billion in new and renewed funding for roads, bridges, rail and other infrastructure.

During the first quarter of 2025, we voluntarily repaid the remaining $121.9 million outstanding balance of the Term Loan B. In addition, we expect to benefit from the utilization of available net operating loss carryforwards to reduce our cash outflows for income taxes.

During the first quarter of 2025, we voluntarily repaid the remaining $121.9 million outstanding balance of the Term Loan B. We generated a record amount of operating cash in 2025, as discussed below in Cash and Working Capital .

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: Year Ended December 31, (in millions) 2024 2023 Revenue $ 2,118.9 $ 1,883.9 Income from construction operations 138.3 198.6 Revenue for 2024 increased 12% compared to 2023, primarily due to a net increase in project execution activities driven by certain large mass-transit projects in California and Hawaii, two airport projects in the Northern Mariana Islands, and the tunneling component of an energy project in British Columbia, partially offset by reduced project execution activities on a mass-transit project in the Midwest that is nearing completion.

The improvement was also offset by the reduced project execution activities discussed above. Operating margin was (17.5)% in 2024 compared to (20.9)% in 2023. The change in operating margin was mainly attributable to the aforementioned factors that drove the lower loss from construction operations in 2024.

Operating margin was (0.9)% in 2025 compared to (17.5)% in 2024. The change in operating margin was mainly attributable to the aforementioned factors that drove the changes revenue and loss from construction operations in 2025. New awards and contract adjustments in the Specialty Contractors segment totaled $1.1 billion in 2025 compared to $1.7 billion in 2024.

The record operating cash flow in 2024 was primarily due to a decrease in costs and estimated earnings in excess of billings (“CIE”) largely associated with the resolution of various legacy disputed matters, an increase in accounts payable resulting from the timing of payments to subcontractors and vendors, and an increase in billings in excess of costs and estimated earnings (“BIE”) primarily due to advanced payments on newer projects for mobilization and other initial project costs, partially offset by cash utilized by earnings sources.

The record operating cash flow in 2025 was primarily driven by strong collections on newer and ongoing projects, reflecting a significant increase in project execution and improved working capital management, with additional contributions from a reduction in costs and estimated earnings in excess of billings due to the resolution of certain legacy matters.

Interest expense on the Term Loan B amounted to $36.9 million and $41.9 million for 2024 and 2023, respectively. The effective income tax rate was 29.3% for 2024 compared to 30.1% for 2023.

Interest expense decreased $34.1 million in 2025 compared to 2024 primarily due to lower outstanding debt driven by the early payoff of the Term Loan B in the first quarter of 2025, as discussed further in Liquidity and Capital Resources . The effective income tax rate was 30.0% for 2025 compared to 29.3% for 2024.

We expect strong operating cash flow to continue in 2025 based on projected cash collections, both from project execution activities and the resolution of outstanding claims and change orders. We utilized some of our record cash flow from operations in 2024 to repay a total of $245.3 million of our outstanding Term Loan B during 2024.

We expect strong annual operating cash flow to continue in future years, 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.

Net cash used in financing activities during 2023 was $109.4 million, which was primarily driven by net repayment of borrowings of $61.7 million and $46.5 million of cash distributions to noncontrolling interests, partially offset by $2.0 million of cash contributions from noncontrolling interests.

Net cash used in financing activities during 2025 was $184.8 million, which was primarily driven by a $130.8 million net repayment of debt (including the $121.9 million repayment of the remaining balance on the Term Loan B discussed below in Debt) and $51.7 million of cash distributions to noncontrolling interests.

During the year ended December 31, 2023, net cash provided by operating activities was $308.5 million primarily due to a decrease in investments in project working capital partially offset by cash utilized by earnings sources.

The increase in cash flow from operating activities primarily reflects higher cash generated by earning sources, partially offset by a smaller decrease in net project working capital in 2025 compared to 2024.

Accordingly, the Company believes that this significant level of sustained, incremental funding has benefited, and will continue to favorably impact, the Company’s current work and prospective opportunities over the next decade. 22 Table of Contents For a more detailed discussion of 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.

For a more detailed discussion of 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 audited Consolidated Financial Statements presented under GAAP, we are presenting certain non-GAAP financial measures.

For example, the Company announced in the first quarter of 2025 the award of the $1.18 billion Manhattan Tunnel project in New York and $232 million for several owner-authorized scope options on the Apra Harbor Waterfront Repairs project in Guam.

Significant new awards and contract adjustments in 2025 included the $1.87 billion Midtown Bus Terminal Replacement - Phase 1 project in New York; the $1.18 billion Manhattan Tunnel project in New York; $241 million of additional funding for the Apra Harbor Waterfront Repairs project in Guam; and a $182 million military defense project in Guam.

The decrease in investments in project working capital was primarily due to improved collection activity, as reflected by a decrease in CIE and accounts receivable, and an increase in BIE. As noted above, cash flow from operating activities increased $195.1 million when comparing 2024 with 2023.

The operating cash flow in 2024 was primarily driven by collections associated with dispute resolutions. As noted above, cash flow from operating activities increased $244.6 million when comparing 2025 with 2024.

The Company utilized some of its cash flow from operations for repayments of its outstanding Term Loan B debt, which was paid down by $245.3 million in 2024. During the first quarter of 2025, the Company voluntarily repaid the remaining $121.9 million outstanding balance of the Term Loan B.

The Company generated record cash flow from operations of $748.1 million in 2025 largely driven by collections from newer and ongoing projects and, to a much lesser extent, from collections related to recent dispute resolutions. The Company utilized some of its cash flow from operations in 2025 to voluntarily prepay its outstanding Term Loan B debt of $121.9 million.

The 2024 period was also adversely impacted by certain current-year net unfavorable adjustments, also discussed in more detail below and in Results of Segment Operations . 19 Table of Contents Loss from construction operations for 2024 was $103.8 million compared to $114.6 million for 2023.

The improvement was partially offset by the impact of various settlements that had a net unfavorable impact of $61.8 million in 2025 compared to $45.8 million in 2024. The significant adjustments in 2025 and 2024 resulting from the above items are discussed in more detail in Results of Segment Operations .

Some of these projects are soon expected to advance into the construction phase, and we anticipate that we will book significant additional backlog for these projects as a result. 24 Table of Contents Specialty Contractors Segment Revenue and loss from construction operations for the Specialty Contractors segment are summarized as follows: Year Ended December 31, (in millions) 2024 2023 Revenue $ 590.4 $ 693.8 Loss from construction operations (103.3) (144.8) Revenue for 2024 decreased 15% compared to 2023, principally due to reduced project execution activities on various electrical and mechanical projects in New York and Florida and an industrial facility project in Arizona, all of which are completed or nearing completion.

Specialty Contractors Segment Revenue and loss from construction operations for the Specialty Contractors segment are summarized as follows: Year Ended December 31, (in millions) 2025 2024 Revenue $ 844.0 $ 590.4 Loss from construction operations (7.5) (103.3) Revenue for 2025 increased 43% compared to 2024, primarily due to increased project execution activities on the electrical and mechanical components of various newer projects across diverse end markets, all with substantial scope of work remaining and driven by overall strong market demand.

The increase was primarily driven by a larger decrease in investments in working capital and a lower use of cash from earnings sources in 26 Table of Contents 2024 compared to the prior year.

The smaller decrease in net project working capital in 2025 compared to 2024 was primarily due to current-year increases in accounts receivable, other current assets and retention receivable compared to decreases last year, mostly offset by a larger current-year increase in billings in excess of costs and estimated earnings compared to last year.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−1 removed2 unchanged

2024 filing

2025 filing

Biggest changeBorrowings under our 2020 Credit Agreement and certain other debt obligations have variable interest rates subject to interest rate risk. See Note 7 of the Notes to Consolidated Financial Statements for further discussion of our 2020 Credit Agreement. We had approximately $127.6 million and $373.5 million of borrowings with variable interest rates as of December 31, 2024 and 2023, respectively.

Biggest changeBorrowings under our 2020 Credit Agreement and certain other debt obligations have variable interest rates subject to interest rate risk. See Note 7 of the Notes to Consolidated Financial Statements for further discussion of our 2020 Credit Agreement. As of December 31, 2025, we did not have any significant outstanding borrowings with variable interest rates. ITEM 8.

Removed

If short-term floating interest rates on these borrowings were to change by 0.50% and our variable indebtedness were to remain unchanged, interest expense would increase or decrease by approximately $0.6 million for the next twelve months. ITEM 8.

What changed in TUTOR PERINI CORP's 10-K — 2024 vs 2025

Top changes in TUTOR PERINI CORP's 2025 10-K

Item 1. Business

Item 1A. Risk Factors

Item 1C. Cybersecurity

Item 2. Properties

Item 4. Mine Safety Disclosures

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Other TPC 10-K year-over-year comparisons