CUTILLO JOSEPH A 4

4 · STERLING INFRASTRUCTURE, INC. · Filed Feb 27, 2026

AI-generated summary of this filing

Updated Feb 27, 2026

STERLING INFRASTRUCTURE CEO Joseph Cutillo Receives Award, Sells Shares

What Happened

Joseph A. Cutillo, CEO of Sterling Infrastructure, had 30,488 shares issued to him on 2026-02-25 as the vesting/settlement of performance stock units (PSUs) (acquisition reported at $0 value). On the same date, 11,668 shares were disposed/retained (code F) by the company to satisfy tax withholding obligations at $455.25 per share, totaling $5,311,857.

Key Details

Transaction date: 2026-02-25; filing date: 2026-02-27 (appears timely).
Awarded shares: 30,488 shares (reported acquisition at $0).
Shares retained/withheld for taxes: 11,668 shares at $455.25/share = $5,311,857.
Footnotes: F1 — shares earned from PSUs granted in 2023 after performance conditions were met; F2 — company retained shares at the reporting person’s election to satisfy tax withholding per an approved procedure (based on closing price on release date); F3 — 20,754 of the awarded shares remain subject to sale restrictions and possible forfeiture.
Shares owned after the transaction: not specified in the filing.

Context

This was not an open-market sale by the CEO but a routine withholding of vested PSU shares to cover tax obligations (a common cashless-withholding mechanism). The primary event is vesting of PSUs rather than a voluntary sale that would signal a personal liquidity decision.

Form 4

Period: 2026-02-25

Chief Executive Officer

Transactions

Award
Common Stock
[F1]
2026-02-25+30,488→ 502,261 total
Tax Payment
Common Stock
[F2][F3]
2026-02-25$455.25/sh−11,668$5,311,857→ 490,593 total

Footnotes (3)

[F1]Represents shares earned in respect to PSU's granted in 2023 that have satisfied certain performance conditions.
[F2]These shares were retained by the Company at the election of the Reporting Person pursuant to a procedure approved by the Compensation Committee of the Board of Directors to satisfy the Company's tax withholding requirements (based on the closing price of the Company's common stock on the release date) arising from the release of restrictions as permitted by the plan pursuant to which the restricted stock unit award was made.
[F3]Of these shares, 20,754 shares are subject to restrictions on their sale or other transfer and to forfeiture under certain circumstances.

Signature

Mark D. Wolf (Under a Power of Attorney)|2026-02-27

1 file