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TUTOR PERINI CORP

For the period ended Mar 31, 2026. Filed May 6, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2026 · Filed May 6, 2026

TPC$94.70+5.4%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements (Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(1)Basis of Presentation

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

In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements reflect all adjustments, including those of a normal recurring nature, necessary to present fairly the Company’s condensed consolidated financial position as of March 31, 2026 and its condensed consolidated statements of income and cash flows for the interim periods presented. Intercompany balances and transactions have been eliminated. Certain amounts in the condensed consolidated financial statements and notes thereto of prior years have been reclassified to conform to the current year presentation.

(2)Recent Accounting Pronouncements

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

(3)Revenue

Disaggregation of Revenue

The following tables disaggregate revenue by segment, end market, customer type and contract type, which the Company believes best depict how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors for the three months ended March 31, 2026 and 2025.

Three Months EndedMarch 31,
(in thousands)20262025
Civil segment revenue by end market:
Mass transit (includes certain transportation and tunneling projects)$449,791$353,185
Military facilities82,308101,128
Bridges61,34651,851
Power and energy33,12530,611
Detention facilities29,29545,987
Other41,86227,279
Total Civil segment revenue$697,727$610,041
Three Months EndedMarch 31,
(in thousands)20262025
Building segment revenue by end market:
Healthcare facilities$245,783$214,548
Detention facilities116,44588,004
Government32,94360,015
Mass transit (includes transportation projects)32,01229,510
Education facilities25,96547,990
Other19,85219,717
Total Building segment revenue$473,000$459,784
Three Months EndedMarch 31,
(in thousands)20262025
Specialty Contractors segment revenue by end market:
Mass transit (includes certain transportation and tunneling projects)$58,004$42,595
Healthcare facilities40,25220,574
Detention facilities28,5296,652
Commercial and industrial facilities28,33132,190
Multi-unit residential26,83825,569
Government17,27223,444
Other19,50525,784
Total Specialty Contractors segment revenue$218,731$176,808
Three Months EndedMarch 31, 2026Three Months EndedMarch 31, 2025
(in thousands)CivilBuildingSpecialtyContractorsTotalCivilBuildingSpecialtyContractorsTotal
Revenue by customer type:
State and local agencies$544,208$226,053$131,016$901,277$441,110$221,175$91,183$753,468
Federal agencies98,87624,8653,939127,680112,07936,6443,117151,840
Private owners54,643222,08283,776360,50156,852201,96582,508341,325
Total revenue$697,727$473,000$218,731$1,389,458$610,041$459,784$176,808$1,246,633
Three Months EndedMarch 31, 2026Three Months EndedMarch 31, 2025
(in thousands)CivilBuildingSpecialtyContractorsTotalCivilBuildingSpecialtyContractorsTotal
Revenue by contract type:
Fixed price$622,974$184,537$165,577$973,088$538,414$194,388$143,245$876,047
Guaranteed maximum price—241,60520,872262,477181235,6155,359241,155
Unit price68,347—8,35576,70238,017—16,69054,707
Cost plus fee and other6,40646,85823,92777,19133,42929,78111,51474,724
Total revenue$697,727$473,000$218,731$1,389,458$610,041$459,784$176,808$1,246,633

Changes in Contract Estimates that Impact Revenue

Changes to the total estimated contract revenue or cost for a given project, either due to unexpected events or revisions to management’s initial estimates, are recognized in the period in which they are determined. Revenue was negatively impacted by $3.3 million during the three months ended March 31, 2026 due to performance obligations satisfied (or partially satisfied) in prior periods. Revenue was negatively impacted by $17.4 million during the three months ended March 31, 2025 due to performance obligations satisfied (or partially satisfied) in prior periods. Refer to Note 19, Business Segments, for additional details on significant adjustments.

Remaining Performance Obligations

Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and exclude unexercised contract options. As of March 31, 2026, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $9.3 billion, $4.7 billion and $2.2 billion for the Civil, Building and Specialty Contractors segments, respectively. As of March 31, 2025, the aggregate amounts of the transaction prices allocated to the remaining performance obligations of the Company’s construction contracts were $9.2 billion, $4.3 billion and $2.2 billion for the Civil, Building and Specialty Contractors segments, respectively. The Company typically recognizes revenue on Civil segment projects over a period ofthree tofive years, whereas for projects in the Building and Specialty Contractors segments, the Company typically recognizes revenue over a period ofone tothree years. Certain larger projects across allthree segments may extend over a longer duration.

(4)Contract Assets and Liabilities

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

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

(in thousands)As of March 31,2026As of December 31,2025
Contract Assets:
Costs and estimated earnings in excess of billings:
Claims$322,842$324,727
Unapproved change orders405,646402,060
Other unbilled costs and profits78,98092,412
Total costs and estimated earnings in excess of billings$807,468$819,199
Contract Liabilities:
Billings in excess of costs and estimated earnings$1,893,509$1,838,610

Costs and estimated earnings in excess of billings represent the excess of contract costs and profits (or contract revenue) over the amount of contract billings to date and are classified as a current asset. Costs and estimated earnings in excess of billings result when either: (1) the appropriate contract revenue amount has been recognized over time in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”), but a portion of the revenue recorded cannot be billed currently due to the billing terms defined in the contract, or (2) costs are incurred related to certain claims and unapproved change orders. Claims occur when there is a dispute regarding both a change in the scope of work and the price associated with that change. Unapproved change orders occur when a change in the scope of work results in additional work being performed before the parties have agreed on the corresponding change in the contract price. The Company routinely estimates recovery related to claims and unapproved change orders as a form of variable consideration at the most likely amount it expects to receive and to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Claims and unapproved change orders are billable upon the agreement and resolution between the contractual parties and after the execution of contractual amendments. Increases in claims and unapproved change orders typically result from costs being incurred against existing or new positions; decreases normally result from resolutions and subsequent billings. As discussed in Note 12, Commitments and Contingencies, the resolution of these claims and unapproved change orders may require litigation or other forms of dispute resolution proceedings. Other unbilled costs and profits are billable in accordance with the billing terms of each of the existing contractual arrangements and, as such, the timing of contract billing cycles can cause fluctuations in the balance of unbilled costs and profits. Ultimate resolution of other unbilled costs and profits typically involves incremental progress toward contractual requirements or milestones. The amount of costs and estimated earnings in excess of billings as of March 31, 2026 estimated by management to be collected beyond one year is approximately $518.9 million.

Billings in excess of costs and estimated earnings represent the excess of contract billings to date over the amount of contract costs and profits (or contract revenue) recognized to date. The balance may fluctuate depending on the timing of contract billings and the recognition of contract revenue. Revenue recognized during the three months ended March 31, 2026 and 2025 and included in the opening billings in excess of costs and estimated earnings balances for each period totaled $900.2 million and $634.7 million, respectively.

(5)Cash, Cash Equivalents and Restricted Cash

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

(in thousands)As of March 31,2026As of December 31,2025
Cash and cash equivalents available for general corporate purposes$320,901$270,715
Joint venture cash and cash equivalents482,078463,838
Cash and cash equivalents802,979734,553
Restricted cash23,81135,641
Total cash, cash equivalents and restricted cash$826,790$770,194

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

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

(6)Other Current Assets

Other current assets consist of the following:

(in thousands)As of March 31,2026As of December 31,2025
Capitalized contract costs$290,773$322,284
Other80,39788,746
Total other current assets$371,170$411,030

Capitalized contract costs are included in other current assets and primarily represent costs to fulfill a contract that (1) directly relate to an existing or anticipated contract, (2) generate or enhance resources that will be used in satisfying performance obligations in the future and (3) are expected to be recovered through the contract. Capitalized contract costs, which are primarily comprised of prepaid insurance premiums, are generally expensed to the associated contract over the period of anticipated use on the project. During the three months ended March 31, 2026 and 2025, $53.0 million and $18.0 million, respectively, of previously capitalized contract costs were amortized and recognized as expenseon the related contracts.

(7)Earnings Per Common Share

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

Three Months Ended March 31,
(in thousands, except per common share data)20262025
Net income attributable to Tutor Perini Corporation$25,696$27,998
Weighted-average common shares outstanding, basic52,73652,537
Effect of dilutive RSUs and stock options1,014473
Weighted-average common shares outstanding, diluted53,75053,010
Net income attributable to Tutor Perini Corporation per common share:
Basic$0.49$0.53
Diluted$0.48$0.53
Anti-dilutive securities not included above—402

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

(8)Income Taxes

The Company recognized income tax expense of $17.0 million for the three months ended March 31, 2026. The effective income tax rate was 30.1% for the three months ended March 31, 2026. The effective income tax rate for the three months ended March 31, 2026 was higher than the 21.0% federal statutory income tax rate primarily due to non-deductible expenses and state income taxes (net of federal tax benefit), partially offset by earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and federal income tax credits.

The Company recognized income tax expense of $12.9 million for the three months ended March 31, 2025. The effective income tax rate was 23.2% for the three months ended March 31, 2025. The effective income tax rate for the three months ended March 31, 2025 was higher than the 21.0% federal statutory income tax rate primarily due to non-deductible expenses and state income taxes (net of federal tax benefit), substantially offset by earnings attributable to noncontrolling interests (for which income taxes are not the responsibility of the Company) and federal income tax credits.

(9)Goodwill and Intangible Assets

Goodwill

The following table presents the changes in the carrying amount of goodwill since its inception through March 31, 2026:

(in thousands)CivilBuildingSpecialtyContractorsTotal
Gross goodwill as of December 31, 2025$492,074$424,724$156,193$1,072,991
Accumulated impairment as of December 31, 2025(286,931)(424,724)(156,193)(867,848)
Goodwill as of December 31, 2025205,143——205,143
Current year activity————
Goodwill as of March 31, 2026$205,143$—$—$205,143

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

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

Intangible Assets

Intangible assets consist of the following:

As of March 31, 2026 · Weighted-Average Amortization Period
(in thousands) · Cost · AccumulatedAmortization · Accumulated Impairment Charge · Carrying Value
Trade names (non-amortizable)$117,600$—$(67,190)$50,410Indefinite
Trade names (amortizable)69,250(33,155)(23,232)12,86320 years
Contractor license6,000—(6,000)—N/A
Customer relationships39,800(23,155)(16,645)—N/A
Construction contract backlog149,290(149,290)——N/A
Total$381,940$(205,600)$(113,067)$63,273
As of December 31, 2025 · Weighted-Average Amortization Period
(in thousands) · Cost · AccumulatedAmortization · Accumulated Impairment Charge · Carrying Value
Trade names (non-amortizable)$117,600$—$(67,190)$50,410Indefinite
Trade names (amortizable)69,250(32,596)(23,232)13,42220 years
Contractor license6,000—(6,000)—N/A
Customer relationships39,800(23,155)(16,645)—N/A
Construction contract backlog149,290(149,290)——N/A
Total$381,940$(205,041)$(113,067)$63,832

Amortization expense related to amortizable intangible assets for each of the three months ended March 31, 2026 and 2025 was $0.6 million. As of March 31, 2026, future amortization expense related to amortizable intangible assets will be approximately $1.7 million for the remainder of 2026, $2.2 million per year for the years 2027 through 2030 and $2.4 million for 2031.

The Company performed its annual impairment test for non-amortizable trade names during the fourth quarter of 2025. Based on this assessment, the Company concluded that its non-amortizable trade names were not impaired. In addition, the Company determined that no triggering events occurred and no circumstances changed since the date of its annual impairment test that would indicate impairment of its non-amortizable trade names. Other amortizable intangible assets are reviewed for impairment whenever circumstances indicate that the future cash flows generated by the assets might be less than the assets’ net carrying value. The Company hadno impairment of intangible assets during the three months ended March 31, 2026 or 2025.

(10)Financial Commitments

Long-Term Debt

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

(in thousands)As of March 31,2026As of December 31,2025
2024 Senior Notes$383,103$382,017
Revolver——
Equipment financing and mortgages12,75718,261
Other indebtedness3,0367,096
Total debt398,896407,374
Less: Current maturities8,10914,589
Long-term debt, net$390,787$392,785

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

As of March 31, 2026As of December 31, 2025
(in thousands)Outstanding DebtUnamortized Discounts and Issuance CostsDebt,as reportedOutstanding DebtUnamortized Discounts and Issuance CostsDebt,as reported
2024 Senior Notes$400,000$(16,897)$383,103$400,000$(17,983)$382,017

The unamortized issuance costs related to the Revolver were $0.7 million and $0.9 million as of March 31, 2026 and December 31, 2025, respectively, and are included in other assets on the Condensed Conso lidated Balance Sheets.

2024 Senior Notes

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

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

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

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 2020 Credit Agreement provides for a $170.0 million revolving credit facility (the “Revolver”), which matures on August 18, 2027, with sub-limits for the issuance of letters of credit and swing line loans up to the aggregate amounts of $75.0 million and $10.0 million, respectively. The 2020 Credit Agreement also originally provided for a $425.0 million term loan B facility (the “Term Loan B”), which was set to mature on August 18, 2027. During the first quarter of 2025, the Company voluntarily repaid the remaining $121.9 million outstanding balance of the Term Loan B.

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

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

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 2.25:1.00 for the fiscal quarter ending December 31, 2023 and each fiscal quarter thereafter. The 2020 Credit Agreement also includes certain customary representations and warranties, affirmative covenants and events of default. Subject to certain exceptions, substantially all of the Company’s existing and future material wholly-owned subsidiaries unconditionally guarantee the obligations of the Company under the 2020 Credit Agreement; additionally, subject to certain exceptions, the obligations are secured by a lien on substantially all of the assets of the Company and its subsidiaries guaranteeing these obligations.

The Company had no borrowings under the Revolver during the three months ended March 31, 2026. As of March 31, 2026, the entire $170.0 million was available under the Revolver with a borrowing rate of 10.0%. The Company was in compliance with the financial covenant under the 2020 Credit Agreement for the period ended March 31, 2026.

Interest Expense

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

Three Months EndedMarch 31,
(in thousands)20262025
Cash interest expense:
Interest on 2024 Senior Notes$11,875$11,875
Interest on Term Loan B—876
Interest on Revolver—121
Other interest296392
Total cash interest expense12,17113,264
Non-cash interest expense:(a)
Amortization of debt issuance costs on 2024 Senior Notes1,086948
Amortization of debt issuance costs on Revolver140140
Total non-cash interest expense1,2261,088
Total interest expense$13,397$14,352

(a)The combination of cash and non-cash interest expense produces effective interest rates that are higher than contractual rates. Accordingly, the effective interest rate for the 2024 Senior Notes was 13.56% for the three months ended March 31, 2026.

(11)Leases

The Company leases certain office space, construction and office equipment, vehicles and temporary housing generally under non-cancelable operating leases. Leases with an initial term of one year or less are not recorded on the balance sheet, and the Company generally recognizes lease expense for these leases on a straight-line basis over the lease term. As of March 31, 2026, the Company’s operating leases have remaining lease terms ranging from less thanone year to 12 years, some of which include options to renew the leases. The exercise of lease renewal options is generally at the Company’s sole discretion. The Company’s leases do not contain any material residual value guarantees or material restrictive covenants.

The following table presents components of lease expense for the three months ended March 31, 2026 and 2025:

Three Months EndedMarch 31,
(in thousands)20262025
Operating lease expense$4,618$3,160
Short-term lease expense(a)14,37213,485
18,99016,645
Less: Sublease income205294
Total lease expense$18,785$16,351

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

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

(dollars in thousands) · Balance Sheet Line Item · As of March 31,2026 · As of December 31,2025
Assets
Right-of-use assetsOther assets$62,014$58,608
Total lease assets$62,014$58,608
Liabilities
Current lease liabilitiesAccrued expenses and other current liabilities$12,256$11,763
Long-term lease liabilitiesOther long-term liabilities54,86651,783
Total lease liabilities$67,122$63,546
Weighted-average remaining lease term6.2 years6.4 years
Weighted-average discount rate8.51%8.04%

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

Three Months EndedMarch 31,
(in thousands)20262025
Operating cash flow information:
Cash paid for amounts included in the measurement of lease liabilities$(4,447)$(2,912)
Non-cash activity:
Right-of-use assets obtained in exchange for lease liabilities$6,740$4,581

The following table presents maturities of operating lease liabilities on an undiscounted basis as of March 31, 2026:

Year (in thousands)Operating Leases
2026 (excluding the three months ended March 31, 2026)$13,014
202716,321
202814,752
202912,286
20308,309
Thereafter23,702
Total lease payments88,384
Less: Imputed interest21,262
Total$67,122

(12)Commitments and Contingencies

The Company and certain of its subsidiaries are involved in litigation and other legal proceedings and forms of dispute resolution in the ordinary course of business, including but not limited to disputes over contract payment and/or performance-related issues (such as disagreements regarding delay or a change in the scope of work of a project and/or the price associated with that change) and other matters incidental to the Company’s business. In accordance with ASC 606, the Company makes assessments of these types of matters on a routine basis and, to the extent permitted by ASC 606, estimates and records recovery related to these matters as a form of variable consideration at the most likely amount the Company expects to receive, as discussed further in Note 4, Contract Assets and Liabilities. In addition, the Company is contingently liable for litigation, performance guarantees and other commitments arising in the ordinary course of business, which are accounted for in accordance with ASC 450, Contingencies. Management reviews these matters regularly and updates or revises its estimates as warranted by subsequent information and developments. These assessments require judgments concerning matters that are inherently uncertain, such as litigation developments and outcomes, the anticipated outcome of negotiations and the estimated cost of resolving disputes. Consequently, these assessments are estimates, and actual amounts may vary from such estimates. In addition, because such matters are typically resolved over long periods of time, the Company’s assets and liabilities may change over time should the circumstances dictate. The description of the legal proceedings listed below include management’s assessment of those proceedings. Management believes that, based on current information and discussions with the Company’s legal counsel, the ultimate resolution of other matters is not expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

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

Alaskan Way Viaduct Matter

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

Case Against WSDOT

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

Case Against Insurers

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

Case Against Designer

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

Payment was received in March and April 2026 and the case against HNTB is expected to be dismissed in the second quarter of 2026. As a result of the settlement, all matters related to the project have been resolved.

W/Element Hotel Matter

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

Design Delays and COVID Impact

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

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

Litigation Against Developer

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

If the matter is not resolved through reconsideration by the trial court, TPBC intends to appeal the decision. The anticipated grounds for appeal are expected to include challenges to: (i) the findings on the merits regarding the cause of the floor deflections; (ii) the legal standard applied in determining responsibility of the project designers retained by the Developer; (iii) the methodology used to calculate damages; (iv) the award of damages barred by the consequential damages waiver provisions of the contracts; (v) the award of liquidated damages for periods extending beyond the issuance of a certificate of occupancy; and (vi) the withholding of approximately $31 million in unpaid contract balances due to TPBC. Additionally, TPBC will appeal the trial court’s ruling as to whether the majority of the claims should have been covered under the builder’s risk insurance procured by the Developer, which provided coverage to the Developer, TPBC and its subcontractors. The Developer agreed to serve as “the sole and irrevocable agent” for submitting insurance claims. TPBC asserts that the Developer’s failure to submit timely claims to the insurance carrier constituted a material breach of its contractual obligations resulting in a waiver of otherwise insurable damages.

Litigation Involving Subcontractors

Between December 2025 and April 2026, TPBC settled with, or paid contract balances to, most of the subcontractors despite not yet collecting said contract balances from the Developer. Five subcontractors continue to assert unresolved claims, which remain subject to further settlement discussions or adjudication.

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

As of March 31, 2026, the Company has concluded that the potential for a material adverse financial impact due to the Developer’s and subcontractors’ legal actions is neither probable nor remote. With respect to TPBC’s claims against the Developer and certain subcontractors, as a result of the rulings, management recognized an immaterial charge to earnings during the period. Management has continued to include an estimate of the total anticipated recovery, concluded to be both probable and reliably estimable, in receivables or costs and estimated earnings in excess of billings. To the extent new facts become known or the final recoveries or payments vary from the estimate, the impact of the change will be reflected in the financial statements at that time.

(13)Share-Based Compensation

As of March 31, 2026, there were 3,816,336 shares of common stock available for grant under the Tutor Perini Corporation Omnibus Incentive Plan (the “Plan”). During the three months ended March 31, 2026 and 2025, the Company granted cash-settled restricted stock units (“CRSUs”) with service-based vesting conditions and payouts indexed to shares of the Company’s common stock totaling 58,510 and 307,131, respectively, with weighted-average grant date fair values per unit of $69.83 and $25.47, respectively. During the three months ended March 31, 2025, the Company also granted service-based RSUs totaling 68,638 with a weighted-average grant date fair value per unit of $25.46 and performance-based RSUs totaling 151,623 with a weighted-average grant date fair value per unit of $47.76. The number of performance-based RSUs granted is shown at target-level performance.

As of March 31, 2026 and December 31, 2025, the Company recognized liabilities for cash-settled performance stock units and CRSUs on the Condensed Consolidated Balance Sheets totaling approximately$81.7 million and $85.2 million, respectively. During the three months ended March 31, 2026 and 2025, the Company paid approximately$31.0 million and $10.9 million, respectively, to settle certain awards.

For the three months ended March 31, 2026 and 2025, the Company recognized, as part of general and administrative expenses, costs for share-based payment arrangements totaling $30.1 million and $6.6 million, respectively. As of March 31, 2026, the balance of unamortized share-based compensation expense was $66.9 million, which is expected to be recognized over a weighted-average period of 1.2 years.

(14)Employee Pension Plans

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

The following table sets forth a summary of the net periodic benefit cost for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,
(in thousands)20262025
Interest cost$940$933
Service cost171170
Expected return on plan assets(898)(902)
Recognized net actuarial losses437414
Net periodic benefit cost$650$615

The Company contributed $0.6 million and $0.7 million, respectively, to its defined benefit pension plan during the three months ended March 31, 2026 and 2025, and expects to contribute an additional $0.3 million in cash by the end of 2026, excluding any payments required to settle obligations under the plan.

(15)Fair Value Measurements

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

Level 1 inputs are observable quoted prices in active markets for identical assets or liabilities

Level 2 inputs are observable, either directly or indirectly, but are not Level 1 inputs

Level 3 inputs are unobservable

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

As of March 31, 2026 · As of December 31, 2025
Fair Value HierarchyFair Value Hierarchy
(in thousands)Level 1Level 2Level 3TotalLevel 1Level 2Level 3Total
Cash and cash equivalents(a)$802,979$—$—$802,979$734,553$—$—$734,553
Restricted cash(a)23,811——23,81135,641——35,641
Restricted investments(b)—255,908—255,908—228,959—228,959
Investments in lieu of retention(c)40,592173,973—214,56527,849159,142—186,991
Total$867,382$429,881$—$1,297,263$798,043$388,101$—$1,186,144

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

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

(c)Investments in lieu of retention are included in retention receivable as of March 31, 2026 and December 31, 2025, and are composed of cash and cash equivalents of $40.6 million and $27.8 million, respectively, and AFS debt securities of $174.0 million and $159.1 million, respectively. The fair values of cash equivalents are measured using quoted market prices; therefore, they are classified as Level 1 assets. The fair values of AFS debt securities are determined from a compilation of primarily observable market information, broker quotes in non-active markets or similar assets; therefore, they are classified as Level 2 assets.

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

As of March 31, 2026As of December 31, 2025
(in thousands)Amortized CostUnrealized GainsUnrealized LossesFair ValueAmortized CostUnrealized GainsUnrealized LossesFair Value
Restricted investments:
Corporate debt securities$210,537$1,076$(1,042)$210,571$205,584$1,900$(472)$207,012
U.S. government agency securities27,8846(494)27,39612,30011(329)11,982
Municipal bonds18,44718(708)17,75710,28232(534)9,780
Corporate certificates of deposit197—(13)184198—(13)185
Total restricted investments257,0651,100(2,257)255,908228,3641,943(1,348)228,959
Investments in lieu of retention:
Corporate debt securities156,063300(208)156,155140,749844(38)141,555
U.S. government agency securities4,337—(44)4,2934,337—(43)4,294
Municipal bonds13,681188(344)13,52513,349218(274)13,293
Total investments in lieu of retention174,081488(596)173,973158,4351,062(355)159,142
Total AFS debt securities$431,146$1,588$(2,853)$429,881$386,799$3,005$(1,703)$388,101

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

As of March 31, 2026
Less than 12 Months12 Months or GreaterTotal
(in thousands)Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
Restricted investments:
Corporate debt securities$85,758$(883)$17,255$(159)$103,013$(1,042)
U.S. government agency securities19,642(163)3,508(331)23,150(494)
Municipal bonds11,122(154)4,988(554)16,110(708)
Corporate certificates of deposit——184(13)184(13)
Total restricted investments116,522(1,200)25,935(1,057)142,457(2,257)
Investments in lieu of retention:
Corporate debt securities49,344(207)1,499(1)50,843(208)
U.S. government agency securities4,293(44)——4,293(44)
Municipal bonds11,738(344)——11,738(344)
Total investments in lieu of retention65,375(595)1,499(1)66,874(596)
Total AFS debt securities$181,897$(1,795)$27,434$(1,058)$209,331$(2,853)
As of December 31, 2025
Less than 12 Months12 Months or GreaterTotal
(in thousands)Fair ValueUnrealized LossesFair ValueUnrealized LossesFair ValueUnrealized Losses
Restricted investments:
Corporate debt securities$57,673$(221)$20,907$(251)$78,580$(472)
U.S. government agency securities3,056(31)3,550(298)6,606(329)
Municipal bonds2,171(7)4,894(527)7,065(534)
Corporate certificates of deposit——185(13)185(13)
Total restricted investments62,900(259)29,536(1,089)92,436(1,348)
Investments in lieu of retention:
Corporate debt securities4,796(37)2,982(1)7,778(38)
U.S. government agency securities4,294(43)——4,294(43)
Municipal bonds11,855(274)——11,855(274)
Total investments in lieu of retention20,945(354)2,982(1)23,927(355)
Total AFS debt securities$83,845$(613)$32,518$(1,090)$116,363$(1,703)

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

It is not considered likely that the Company will be required to sell the investments before full recovery of the amortized cost basis of the AFS debt securities, which may be at maturity. As a result, consistent with the same period in 2025, the Company has not recognized any impairment losses in earnings during the three months ended March 31, 2026.

The amortized cost and fair value of AFS debt securities by contractual maturity as of March 31, 2026 are summarized in the table below. Actual maturities may differ from contractual maturities because certain borrowers have the right to call or prepay certain obligations.

(in thousands)Amortized CostFair Value
Due within one year$101,440$101,389
Due after one year through five years295,203294,794
Due after five years34,50333,698
Total$431,146$429,881

The carrying values of receivables, payables and other amounts arising out of normal contract activities, including retention, which may be settled beyond one year, are estimated to approximate fair value. Of the Company’s long-term debt, the fair value of the 2024 Senior Notes was $439.1 million and $444.2 million as of March 31, 2026 and December 31, 2025, respectively. The fair values of the 2024 Senior Notes were determined using Level 1 inputs, specifically current observable market prices. The reported value of the Company’s remaining borrowings approximates fair value as of March 31, 2026 and December 31, 2025.

(16)Variable Interest Entities (VIEs)

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

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

As of March 31, 2026, the Company had unconsolidated VIE-related current assets and noncurrent assets of $65.1 million and $6.1 million, respectively, as well as current liabilities of $75.1 million included in the Company’s Condensed Consolidated Balance Sheets. As of December 31, 2025, the Company had unconsolidated VIE-related current assets and noncurrent assets of $58.5 million and $6.3 million, respectively, as well as current liabilities of $70.2 million included in the Company’s Condensed Consolidated Balance Sheets. The Company’s maximum exposure to loss as a result of its investments in unconsolidated VIEs is typically limited to the aggregate of the carrying value of the investment and future funding commitments. There wereno future funding requirements for the unconsolidated VIEs as of March 31, 2026.

As of March 31, 2026, the Company’s Condensed Consolidated Balance Sheets included current assets and noncurrent assets of $976.3 million and $37.6 million, respectively, as well as current liabilities and noncurrent liabilities of $661.9 million and $13.0 million, respectively, related to the operations of its consolidated VIEs. As of December 31, 2025, the Company’s Condensed Consolidated Balance Sheets included current assets and noncurrent assets of $932.1 million and $36.4 million, respectively, as well as current liabilities and noncurrent liabilities of $669.0 million and $10.6 million, respectively, related to the operations of its consolidated VIEs.

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

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

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

(17)Changes in Equity

A reconciliation of the changes in equity for the three months ended March 31, 2026 and 2025 is provided below:

Three Months Ended March 31, 2026
(in thousands)CommonStockAdditionalPaid-inCapitalRetained EarningsAccumulatedOtherComprehensiveLossNoncontrollingInterestsTotalEquity
Balance - December 31, 2025$52,791$1,148,634$46,443$(29,234)$44,028$1,262,662
Net income——25,696—13,83239,528
Other comprehensive loss———(1,789)(442)(2,231)
Share-based compensation—2,132———2,132
Issuance of common stock, net102(7,219)———(7,117)
Dividends——(3,330)——(3,330)
Repurchase of common stock(278)(6,048)(13,801)——(20,127)
Contributions from noncontrolling interests————4,9944,994
Distributions to noncontrolling interests————(11,500)(11,500)
Balance - March 31, 2026$52,615$1,137,499$55,008$(31,023)$50,912$1,265,011
Three Months Ended March 31, 2025
(in thousands)CommonStockAdditionalPaid-inCapitalAccumulated DeficitAccumulatedOtherComprehensiveLossNoncontrollingInterestsTotalEquity
Balance - December 31, 2024$52,486$1,146,800$(30,575)$(33,988)$23,883$1,158,606
Net income——27,998—14,75142,749
Other comprehensive income———1,7984782,276
Share-based compensation—867———867
Issuance of common stock, net217(5,368)———(5,151)
Distributions to noncontrolling interests————(11,750)(11,750)
Balance - March 31, 2025$52,703$1,142,299$(2,577)$(32,190)$27,362$1,187,597

Dividends

In February 2026, the Board of Directors declared a cash dividend of $0.06 per share payable on March 26, 2026 to all shareholders of record as of March 10, 2026. Total dividends declared in the three months ended March 31, 2026 amounted to $3.3 million, including $0.2 million of accrued dividend equivalent rights relating to unvested share-based awards that are payable when the awards vest.

Share Repurchases

In November 2025, the Company’s Board of Directors authorized a $200 million share repurchase program. During the three months ended March 31, 2026, we repurchased 277,578 shares of our common stock on the open market for $20 million, at an average price of $72.03 per share, under the repurchase program. As of March 31, 2026, the Company also accrued $0.1 million for applicable excise tax on share repurchases in excess of issuances.

(18)Other Comprehensive Income (Loss)

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

The components of other comprehensive income (loss) and the related tax effects for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31, 2026 · Three Months Ended March 31, 2025
(in thousands)Before-Tax AmountTax (Expense) BenefitNet-of-Tax AmountBefore-Tax AmountTax ExpenseNet-of-Tax Amount
Other comprehensive income (loss):
Defined benefit pension plan adjustments$431$(118)$313$413$(111)$302
Foreign currency translation adjustments(577)81(496)787(118)669
Unrealized gain (loss) in fair value of investments(2,567)519(2,048)1,644(339)1,305
Total other comprehensive income (loss)(2,713)482(2,231)2,844(568)2,276
Less: Other comprehensive income (loss) attributable to noncontrolling interests(442)—(442)478—478
Total other comprehensive income (loss) attributable to Tutor Perini Corporation$(2,271)$482$(1,789)$2,366$(568)$1,798

The changes in AOCI balances by component (after tax) attributable to Tutor Perini Corporation and attributable to noncontrolling interests during the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31, 2026
(in thousands)DefinedBenefitPensionPlanForeignCurrencyTranslationUnrealized Gain (Loss) in FairValue of Investments, NetAccumulatedOtherComprehensiveIncome (Loss)
Attributable to Tutor Perini Corporation:
Balance as of December 31, 2025$(22,063)$(7,930)$759$(29,234)
Other comprehensive loss before reclassifications—(220)(1,869)(2,089)
Amounts reclassified from AOCI313—(13)300
Total other comprehensive income (loss)313(220)(1,882)(1,789)
Balance as of March 31, 2026$(21,750)$(8,150)$(1,123)$(31,023)
Attributable to Noncontrolling Interests:
Balance as of December 31, 2025$—$(1,151)$208$(943)
Other comprehensive loss—(276)(166)(442)
Balance as of March 31, 2026$—$(1,427)$42$(1,385)
Three Months Ended March 31, 2025
(in thousands)DefinedBenefitPensionPlanForeignCurrencyTranslationUnrealized Gain (Loss) in FairValue of Investments, NetAccumulatedOtherComprehensiveIncome (Loss)
Attributable to Tutor Perini Corporation:
Balance as of December 31, 2024$(23,572)$(8,657)$(1,759)$(33,988)
Other comprehensive income before reclassifications—3131,2011,514
Amounts reclassified from AOCI302—(18)284
Total other comprehensive income3023131,1831,798
Balance as of March 31, 2025$(23,270)$(8,344)$(576)$(32,190)
Attributable to Noncontrolling Interests:
Balance as of December 31, 2024$—$(2,423)$(60)$(2,483)
Other comprehensive income—356122478
Balance as of March 31, 2025$—$(2,067)$62$(2,005)

The significant items reclassified out of AOCI and the corresponding location and impact on the Condensed Consolidated Statements of Income during the three months ended March 31, 2026 and 2025 were as follows:

Three Months EndedMarch 31,
(in thousands)20262025
Component of AOCI:
Defined benefit pension plan adjustments(a)$431$413
Income tax benefit(b)(118)(111)
Net of tax$313$302
Unrealized gain in fair value of investment adjustments(a)$(17)$(23)
Income tax expense(b)45
Net of tax$(13)$(18)

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

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

(19)Business Segments

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

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

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

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

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

The following tables set forth certain reportable segment information relating to the Company’s operations for the three months ended March 31, 2026 and 2025:

Reportable Segments
(in thousands)CivilBuildingSpecialtyContractorsTotalCorporateConsolidatedTotal
Total revenue$744,816$498,137$218,731$1,461,684$—$1,461,684
Elimination of intersegment revenue(47,089)(25,137)—(72,226)—(72,226)
Revenue from external customers$697,727$473,000$218,731$1,389,458$—$1,389,458
Reconciliation of revenue to income (loss) from construction operations
Less:
Cost of operations$588,654$443,031$203,140$1,234,825$—$1,234,825
General and administrative expenses(a)21,34413,62515,02449,99345,45895,451
Income (loss) from construction operations$87,729$16,344$567$104,640(b)$(45,458)$59,182
Capital expenditures$15,461$373$1,150$16,984$1,010$17,994
Depreciation and amortization(c)$10,033$519$602$11,154$317$11,471
Total revenue$645,003$488,324$176,808$1,310,135$—$1,310,135
Elimination of intersegment revenue(34,962)(28,540)—(63,502)—(63,502)
Revenue from external customers$610,041$459,784$176,808$1,246,633$—$1,246,633
Reconciliation of revenue to income (loss) from construction operations
Less:
Cost of operations$508,773$436,288$167,171$1,112,232$—$1,112,232
General and administrative expenses(a)21,66813,03716,74851,45317,62369,076
Income (loss) from construction operations$79,600$10,459$(7,111)$82,948$(17,623)$65,325
Capital expenditures$26,850$1,016$840$28,706$1,398$30,104
Depreciation and amortization(c)$10,690$527$604$11,821$753$12,574

(a)General and administrative expenses for the three months ended March 31, 2026 and 2025 included share-based compensation expense of $30.1 million ($29.6 million after tax, or $0.55 per diluted share) and $6.6 million ($6.4 million after tax, or $0.12 per diluted share), respectively. The increase in share-based compensation expense in the first quarter of 2026 was primarily due to the Company’s stock price being substantially higher in 2026 as compared to the same period of 2025, which impacted the fair value of liability-classified awards. These awards are remeasured at fair value at the end of each reporting period with the change recognized in earnings.

(b)During the three months ended March 31, 2026, the Company’s income (loss) from construction operations was impacted by an unfavorable adjustment of $16.4 million ($12.3 million attributable to the Company and $8.9 million after tax, or $0.17 per diluted share) on a Civil segment mass-transit project in California primarily due to changes in estimates resulting from ongoing negotiations of change orders with the owner and subcontractors, as well as other temporary impacts related to unapproved change orders.

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

Total assets by segment were as follows:

(in thousands)As of March 31,2026As of December 31,2025
Civil$4,631,392$4,348,288
Building1,376,4251,354,282
Specialty Contractors421,828397,750
Corporate and other(a)(1,292,066)(939,898)
Total assets$5,137,579$5,160,422

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

Geographic Information

Information concerning principal geographic areas is as follows:

Three Months Ended March 31,
(in thousands)20262025
Revenue:
United States$1,266,970$1,107,706
Foreign and U.S. territories122,488138,927
Total revenue$1,389,458$1,246,633
(in thousands)As of March 31,2026As of December 31,2025
Assets:
United States$4,557,424$4,604,866
Foreign and U.S. territories580,155555,556
Total assets$5,137,579$5,160,422

Major Customers

Revenue from a single customer with multiple projects, impacting the Civil, Building and Specialty Contractors segments, represented 13.3% and 15.6% of the Company’s consolidated revenue for the three months ended March 31, 2026 and 2025, respectively. Revenue from an additional customer with multiple projects, impacting the Civil, Building and Specialty Contractors segments, represented 12.6% of the Company’s consolidated revenue for the three months ended March 31, 2026.

Reconciliation of Segment Information to Consolidated Amounts

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

Three Months Ended March 31,
(in thousands)20262025
Income from construction operations$59,182$65,325
Other income, net10,7264,688
Interest expense(13,397)(14,352)
Income before income taxes$56,511$55,661
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