tpc-20260409

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )


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TUTOR PERINI CORPORATION
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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TUTOR PERINI CORPORATION

15901 Olden Street

Sylmar, California 91342

April 9, 2026

Dear Shareholder:

You are cordially invited to attend the Tutor Perini Corporation 2026 Annual Meeting of Shareholders (“Annual Meeting”). The Annual Meeting will be held at our corporate headquarters, 15901 Olden Street, Sylmar, California, on May 20, 2026 at 11:30 a.m., Pacific Time.

Details of the business to be conducted at the Annual Meeting are provided in the enclosed Notice of 2026 Annual Meeting of Shareholders and proxy statement.

Your vote is very important to us. We hope that you are able to participate, either by voting during the meeting or by other acceptable means as described in the attached proxy statement.

Thank you for your ongoing support of Tutor Perini Corporation.


			Sincerely,

			Gary G. Smalley
			Chief Executive Officer & President

TUTOR PERINI CORPORATION

15901 Olden Street

Sylmar, California 91342

NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS


DATE:			Wednesday, May 20, 2026

TIME:			11:30 a.m., Pacific Time

LOCATION:			15901 Olden Street, Sylmar, California 91342

MEETING AGENDA:			1.Election of each of the 10 directors named in the accompanying proxy statement to serve until the 2027 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified. 2.Ratification of the appointment of Deloitte & Touche LLP as independent auditor of the Company for the year ending December 31, 2026. 3.Approval of the compensation of the Company’s named executive officers on an advisory (non-binding) basis. 4.Transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

RECORD DATE:			Only shareholders of record at the close of business on March 25, 2026 (the “Record Date”) are entitled to notice of, to participate in and to vote at the Annual Meeting and any postponement or adjournment thereof.

PROXY VOTING:			Your vote is very important. We urge you to read this proxy statement and submit your proxy or voting instructions as soon as possible. You may vote your shares over the Internet at www.proxyvote.com, or if you requested to receive printed proxy materials, via your enclosed proxy card or telephonically by dialing 1-800-690-6903. If the shares you own are held in “street name” by a bank or brokerage firm, your bank or brokerage firm will provide a Notice of Availability of Proxy Materials, or, if you request them to do so, they will provide you a printed set of proxy materials together with a voting instruction form, which you may use to direct how your shares will be voted. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting.


			By order of the Board of Directors,

			Ifigenia Protopappas
			Vice President, Assistant General Counsel and Corporate Secretary

April 9, 2026

Sylmar, California

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 20, 2026: The proxy statement and 2025 Annual Report are available at http://investors.tutorperini.com/events-calendar/proxy-voting.

TABLE OF CONTENTS


PROXY SUMMARY			i
INTRODUCTION			1
INFORMATION REGARDING THE ANNUAL MEETING			1
PROPOSAL 1: ELECTION OF DIRECTORS			4
Board of Director Nominees			4
CORPORATE GOVERNANCE			12
AUDIT C OMMITTEE REPORT			18
PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR			19
PROPOSAL 3: APPROVAL OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS ON AN ADVISORY (NON-BINDING) BASIS			20
EXECUTIVE OFFICERS			21
COMPENSATION DISCUSSION AND ANALYSIS			22
COMPENSATION COMMITTEE REPORT			34
EXECUTIVE COMPENSATION			35
Summary Compensation Table			35
All Other Compensation			36

Grants of Plan-Based Awards in 20 25			36
Outstanding Equity Awards as of December 31, 20 25			37
202 5 Option Exercises and Stock Vested Table			38
Agreements and Arrangements with NEOs			39
Potential Payments Upon Termination or Change in Control			40
CEO PAY RATIO DISCLOSURE			46
PAY VERSUS PERFORMANCE			46
DIRECTOR COMPENSATION			51
COMPENSATION RISK ASSESSMENT			52
EQUITY COMPENSATION PLAN INFORMATION FOR 20 25			52
OWNERSHIP OF COMMON STOCK BY DIRECTORS, EXECUTIVE OFFICERS AND PRINCIPAL SHAREHOLDERS			53
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			54
D ELINQUENT S ECTION 16(a) REPORT			55
SHAREHOLDER PROPOSALS FOR 202 7 ANNUAL MEETING			55
OTHER MATTERS			55
HOUSEHOLDING OF ANNUAL MEETING MATERIALS			56
WHERE YOU CAN FIND ADDITIONAL INFORMATION			56
FORWARD-LOOKING STATEMENTS			57

PROXY SUMMARY

This proxy summary contains highlights about Tutor Perini Corporation (the “Company,” “Tutor Perini,” “TPC,” “we,” “us” or “our”) and its upcoming 2026 Annual Meeting of Shareholders (the “Annual Meeting”). This summary does not contain all of the information that you should consider. Please read the entire Proxy Statement prior to voting.

WHO WE ARE

Tutor Perini is a leading civil, building and specialty construction company offering diversified general contracting and design-build services to private customers and public agencies throughout the world. We have provided construction services since 1894 and have established a strong reputation within our markets by executing large, complex projects on time and within budget while adhering to strict safety and quality control measures. We offer general contracting, pre-construction planning and comprehensive project management services, and have strong expertise in delivering design-bid-build, design-build, construction management, and public-private partnership (P3) projects. We often self-perform multiple project components, including earthwork, excavation, concrete forming and placement, steel erection, electrical, mechanical, plumbing, heating, ventilation and air conditioning (HVAC), and fire protection.


TUTOR PERINI CORPORATION
MISSION STATEMENT
We build critical infrastructure that creates a better world.
VISION STATEMENT:
We strive to be the preeminent full-service civil, building, and specialty contractor by delivering innovative, transformative projects through world-class execution. We are committed to creating lasting value for our customers, upholding the highest standards of safety and integrity, generating exceptional financial results and shareholder value, and fostering a culture where our employees thrive.
VALUES:
Commitment: We honor our promises and dedicate ourselves fully to achieving our goals.
Excellence: We strive to exceed expectations and continuously improve in everything we do.
Integrity: Employees, customers, shareholders and other stakeholders trust us to do the right thing and conduct business with honesty and transparency.
Quality: We deliver superior projects and services that meet or surpass the highest standards.
Respect: We value and appreciate the dignity, contributions, and perspectives of all stakeholders.
Safety: We prioritize the well-being of our employees, customers and communities.

2026 ANNUAL MEETING OF SHAREHOLDERS


Date and Time	Location	Record Date
May 20, 2026	Tutor Perini Corporation Headquarters	March 25, 2026
11:30 am PT	15901 Olden Street Sylmar, CA 91342	If you were a holder of record of Company common stock at close of trading on this date, you are entitled to vote at the Annual Meeting

VOTING MATTERS AND RECOMMENDATIONS OF OUR BOARD

At the Annual Meeting, our shareholders will consider and vote on the following matters:


		Board’s Voting Recommendations
Proposal 1	Election of Directors	ü FOR each nominee
Proposal 2	Ratification of the Appointment of Independent Auditor	ü FOR
Proposal 3	Advisory (Non-Binding) Vote to Approve Named Executive Officer Compensation	ü FOR

_____________________________________________________________________________________________________________________________________________________________________________________________________________

Tutor Perini Corporation | 2026 Proxy Statement i

BOARD OF DIRECTOR NOMINEES

The Board of Directors (the “Board”), based on the recommendation of the Corporate Governance and Nominating Committee, proposed that the following ten nominees be elected at the Annual Meeting, each of whom will serve until the 2027 Annual Meeting of Shareholders and until his or her successor has been duly elected and qualified, or his or her earlier death, resignation, removal or disqualification. Each of the nominees was most recently elected at the 2025 Annual Meeting of Shareholders.

Name

Age

Director Since

Independent

Committee Memberships

Other Public Company Boards

Audit

Compensation

Corporate Governance and Nominating

Ronald N. Tutor

Executive Chairman

Tutor Perini Corporation

1997

Gary G. Smalley

Chief Executive Officer & President

Tutor Perini Corporation

2025

Peter Arkley

President, National Brokerage

Alliant Insurance Services, Inc.

2000

Yes

Jigisha Desai

Retired EVP & Chief Strategy Officer

Granite Construction Incorporated

2021

Yes

M +

Sidney J. Feltenstein

Managing Partner

DIA Equity Partners

2013

Robert C. Lieber *

Senior Advisor

Island Capital Group LLC

2014

Yes

M +

Dennis D. Oklak

Retired Chairman & CEO

Duke Realty Corporation

2017

Yes

M +

Raymond R. Oneglia

Vice Chairman

O&G Industries, Inc.

2000

Yes

Dale Anne Reiss

Retired Global Director of Real Estate,

Hospitality & Construction, Ernst & Young

2014

Yes

C +

Shahrokh (“Rock”) Shah

Retired Managing Director &

Group Head E&C, BMO Bank

2024

Yes

M +

* Lead Independent Director

+ Audit Committee Financial Expert

C Chairperson

M Member

ii Tutor Perini Corporation | 2026 Proxy Statement

CORPORATE GOVERNANCE


GOVERNANCE HIGHLIGHTS:

Lead Independent Director provides strong independent leadership of our Board
Majority Independent Board - all directors except for Mr. Tutor, Mr. Smalley, and Mr. Feltenstein are independent
Majority voting standard in uncontested elections with director resignation policy
Annual election of directors
Ongoing Board refreshment
Shareholder right to call a special meeting
Annual Board and committee self-evaluations
Board and Named Executive Officer (“NEO”) share ownership guidelines
Active shareholder outreach and engagement
Robust Code of Ethics
SEC- and NYSE-compliant Clawback policy
Market-standard policies limiting director memberships on other public company boards and committees
Independent Audit, Compensation, and Corporate Governance and Nominating Committees
Annual “Say-on-Pay” advisory vote
Anti-hedging and anti-pledging policies

CEO TRANSITION

Tutor Perini History and Succession Planning

After the 2008 merger between Tutor-Saliba Corporation and Perini Corporation that created Tutor Perini Corporation, Ronald N. Tutor was the catalyst behind the Company’s evolution into a vertically integrated and broader geographic player in the heavy civil and building construction markets. Through his strong strategic and operational leadership, Mr. Tutor transformed the Company from a firm that was in 2008 primarily involved in lower-margin building projects to one that at the conclusion of his tenure as Chief Executive Officer (“CEO”) in 2024 boasted a broad nationwide footprint with a then record backlog largely comprising higher-margin, longer-duration projects.

As part of the Board’s CEO succession plan, Mr. Tutor entered into an amended and restated employment agreement with the Company effective June 1, 2021 (the “Amended Agreement”) that, among other things, outlined the timing, responsibilities, and compensation related to Mr. Tutor’s transition from CEO to Executive Chairman. As discussed in greater detail below under “Active Shareholder Engagement Program,” the Amended Agreement provides for significant reduction in Mr. Tutor’s target annual compensation while still providing meaningful incentives for Mr. Tutor’s continued leadership and guidance. This transition occurred at the end of 2024, with Mr. Tutor transitioning to his role as Executive Chairman and Gary G. Smalley assuming the role of CEO on January 1, 2025. In accordance with the Amended Agreement, Mr. Tutor will continue to serve as Executive Chairman through December 31, 2026.

The Company’s Progress with Mr. Smalley as Chief Executive Officer

As mentioned above, since January 1, 2025, Mr. Smalley has led the Company as CEO and President, and as a member of the Board. During 2025, the Company experienced a remarkable turnaround and recovery, returning to solid profitability and delivering record revenue and operating cash flow for the year while growing backlog to a record level in 2025. Mr. Smalley has been instrumental in leveraging the success and foundation established by Mr. Tutor and leading the Company’s focused efforts to deliver these strong results. The Company’s impressive 177% stock price growth in 2025 reflects investor confidence in the considerable progress that we have made and the outlook for continued solid revenue and earnings growth ahead.

Tutor Perini Corporation | 2026 Proxy Statement iii

Under Mr. Smalley’s leadership, the Company will continue to bid future projects with appropriate risk-based contingencies and will continue to focus on sound project execution and cash collection. Mr. Smalley is also keenly focused on maintaining a strong executive team that will lead the Company in accomplishing its goals with an eye toward succession planning.

At Mr. Smalley’s direction, the Company is also implementing various new initiatives to enhance Tutor Perini’s culture and reputation among current and prospective employees, customers, and investors. For example, we are holding quarterly, companywide town hall meetings to better communicate and celebrate Tutor Perini’s performance, new awards, market opportunities, and safety accomplishments. In addition, the Compensation Committee, based on the recommendation of Mr. Smalley, has broadened the use of equity awards as an element of compensation to align our employees’ interests more closely with those of our shareholders. We are also evaluating our culture and benefits programs to identify opportunities where we can make improvements that will bolster employee satisfaction and engagement, which should continue to attract and retain top-tier talent. And finally, we have increased our investor and media relations activities to educate investors more broadly and effectively about how strongly and well-positioned we are today to deliver outstanding performance, and the bright outlook we see ahead over the next several years.

Executive Chairman Continued Responsibilities and Compensation

As part of the succession planning efforts leading into his retirement, Mr. Tutor strategically mentored and developed many of the Company’s top executives in various critical functions, from operations and project management to strategic planning, new project selection and bid preparation and resolving outstanding litigation.

In his role as Executive Chairman, Mr. Tutor continues to advise Mr. Smalley and other members of management as requested by supporting major project pursuits, providing input on estimates of large project bids, and assisting with the resolution of remaining legacy disputes.

As discussed in greater detail below under “Active Shareholder Engagement Program,” the Amended Agreement provides for significant reduction in Mr. Tutor’s target annual compensation while still providing meaningful incentives for Mr. Tutor’s continued leadership and guidance. See section titled “Director Compensation” for details on Mr. Tutor’s compensation.

ACTIVE SHAREHOLDER ENGAGEMENT PROGRAM

Our Board and management are committed to engaging with our shareholders and incorporating feedback into their decision-making processes. Throughout the year, our Chief Executive Officer, Chief Financial Officer, and Senior Vice President of Investor Relations meet by phone and in-person with current and prospective shareholders to discuss Tutor Perini’s strategy, business, and financial results. This same team, together with the Chairman of our Compensation Committee and our Corporate Secretary, also engages with shareholder stewardship teams to solicit their views and feedback on issues that matter most to our shareholders, including, among other things, corporate governance, compensation, succession planning, and other related matters. Shareholder feedback is shared with our Board and its committees, which enhances our corporate governance practices, facilitates future dialogue between shareholders and our Board, and provides additional transparency to our shareholders.

Since our 2025 Annual Meeting of shareholders, we reached out to our top 30 institutional shareholders representing approximately 55% of our outstanding shares and engaged with shareholders representing approximately 26% of our outstanding shares. Our discussion topics included those discussed below, with many shareholders requesting enhanced disclosure in the proxy statement regarding the status of the CEO transition and the compensation program changes adopted by the Compensation Committee since Mr. Smalley became CEO.

•Successful Transition of CEO Role and Reduction in Executive Chairman Compensation – Shareholders were pleased with the success of the CEO transition, which is described above in “CEO Transition.” Upon transitioning from CEO to Executive Chairman, Mr. Tutor’s target annual compensation decreased 37% in 2025 compared to his compensation when he last served as CEO, and will decrease by an additional 8% in 2026 in accordance with the terms of his Amended Agreement. The Board addressed the desire expressed by certain shareholders that there be a meaningful reduction in the total compensation provided to Mr. Tutor as Executive Chairman (given his narrowed scope of focus in the new role), while recognizing the need to appropriately compensate Mr. Tutor for his guidance, advice and contributions over his remaining service with the Company, which have been important to ensuring the successful CEO transition and the Company’s continued success.

•Alignment of Pay and Performance and Normalization of CEO Compensation – Shareholders were pleased that the Board meaningfully addressed and was responsive to previous feedback regarding CEO pay levels by normalizing

iv Tutor Perini Corporation | 2026 Proxy Statement

CEO compensation in 2025 commensurate with (and below the median of) CEO pay among its peer group companies. They were also encouraged by the performance of the Company’s stock price over the recent year and the potential for significantly improved pay-for-performance alignment given the reduced CEO compensation in 2025 and the Company’s relative three-year total shareholder return (“TSR”) tracking to be the highest among its peer group.

•Elimination of Problematic Pay Practices – Shareholder feedback also focused on certain problematic pay practices, such as payment of guaranteed bonuses to certain executives and accelerated vesting of certain equity awards for a voluntary departure by an executive. Going forward, the Company plans to avoid guaranteed cash bonuses or accelerated vesting of equity awards for voluntary terminations. To that end and to normalize NEO compensation practices, the Company entered into new employment letters in 2025 with its business segment leaders, Mr. Ariqat and Mr. Jensen, replacing legacy employment agreements that contained commitments to pay additional annual cash bonuses. In connection with entering into new employment letters, we have or will grant awards of restricted stock units to Mr. Ariqat and Mr. Jensen in 2025 and 2027 that will each vest over three years based on continued employment, which are intended to replace these cash bonuses. As part of the negotiations, the Company was able to extend their employment commitment for an additional five years and to retain these key executives in their roles during the Company’s anticipated period of significant growth ahead and facilitate succession planning.

•Broadened Use of Long-Term Equity Awards – Since the Company’s shareholders approved additional shares under the Omnibus Incentive Plan (the “Plan”) in 2025, the Compensation Committee, based on the recommendation of Mr. Smalley, has broadened the use of long-term equity awards as an element of compensation to align our employees’ interests more closely with those of our shareholders. In prior years, only a select handful of key executives received annual equity awards; in 2025 we began expanding our equity-based program to a broader group of employees, better aligning their pay with shareholder interests and continued company success. After the Company’s shareholders approved additional shares under the Plan in 2025, the Compensation Committee changed its compensation practices and no longer intends to grant cash-settled long-term incentive awards to our NEOs moving forward.

2025 FINANCIAL HIGHLIGHTS

•Record operating cash flow of $748.1 million, up 49% year over year (fourth consecutive year of record cash flow)

•Record revenue of $5.5 billion in 2025, up 28% year over year

•Income from construction operations of $232.0 million in 2025, up significantly compared to a loss from construction operations of $103.8 million in 2024, reflecting continued strong operating performance and contributions from higher-margin projects

•Strong near-record backlog of $20.6 billion as of December 31, 2025, up 10% year over year, driven by $7.4 billion of new awards and contract adjustments in 2025

•Reduced total debt by $126.8 million, or 24%, during 2025

Our fiscal 2025 performance exceeded our expectations for each key financial metric. We delivered record revenue and operating cash flow, strong earnings, and achieved a new record backlog during the year, concluding the year with a near-record backlog that provides a solid foundation for future performance.


*Adjusted Diluted Earnings (Loss) per Share (“Adjusted EPS”) excludes the impact of share-based compensation expense (as well as the associated tax benefit) from Diluted Earnings (Loss) per Share (“Diluted EPS”). See Regulation G Information for a reconciliation of Adjusted EPS to Diluted EPS, the most directly comparable measure under generally accepted accounting principles in the United States (“GAAP”).

Tutor Perini Corporation | 2026 Proxy Statement v

Tutor Perini is delivering on its commitment to grow the business, achieve solid profitability, and generate strong, consistent cash flow and long-term shareholder value.

2025 ANNUAL INCENTIVE PLAN OUTCOMES AND LONG-TERM INCENTIVE PAYOUTS

The three metrics used to evaluate the performance of our Named Executive Officers under the Company’s 2025 annual incentive compensation program were: operating cash flow (40%), pre-tax income (40%) and individual performance (20%). The Company’s financial performance in 2025 resulted in the following achievements: operating cash flow at 272% of target and pre-tax income at 106% of target. Individual performance results were based on our Compensation Committee’s largely subjective review of the Named Executive Officers’ achievement of preset individual goals. With respect to long-term incentives, Mr. Smalley’s Cash-Settled Performance Stock Units (“CPSUs”) that were eligible to vest on December 31, 2025 were earned based on the Company’s annualized stock price growth over a three-year performance period. These CPSUs paid out at 200% of target. For additional information, please refer to the Compensation Discussion and Analysis section of this Proxy Statement.

vi Tutor Perini Corporation | 2026 Proxy Statement

LONG-TERM SHARE-BASED INCENTIVE COMPENSATION STRATEGY

In 2025, the shareholders approved the Plan, as amended and restated to increase the number of shares available for awards by two million shares and to extend the term of the Plan through April 10, 2030. The Plan amendment was intended to, among other things, ensure that we are able to enhance our long-term, share-based incentive compensation strategy, which is a critical element of our Pay-for-Performance compensation philosophy designed to align incentives for employees with the creation of shareholder value. Historically, we have focused on providing equity-based incentive compensation awards to a relatively small number of key executives. As part of our efforts to advance our compensation program into one that is more closely aligned with traditional practices at other public companies as intended by the increase in the number of shares available under the Plan amendment, Mr. Smalley, with the oversight of the Compensation Committee, has expanded the grantees of equity-based incentive compensation awards to a broader group of employees. After the Company’s shareholders approved additional shares under the Plan in 2025, the Compensation Committee changed its compensation practices and no longer intends to grant cash-settled long-term incentive awards to our NEOs moving forward.

COMPENSATION PROGRAM HIGHLIGHTS. Our Compensation Committee believes that its executive compensation and benefits philosophy and objectives have resulted in a program that aligns our executives’ interests with those of our shareholders.


WHAT WE DO:

Majority of NEO target annual compensation is performance-based
Active shareholder outreach and engagement
Benchmark NEO compensation against our peer group
Separation benefits and equity acceleration only on a “double-trigger” in connection with a change in control
Board and NEO Share Ownership Guidelines
SEC- and NYSE-compliant Clawback policy
Mitigation of Undue Compensation Risk
Independent Compensation Consultant


WHAT WE DON’T DO:

No dividends paid on unvested equity awards
No change in control excise tax gross-ups
No repricing of underwater stock options (without shareholder approval)
No hedging, short sales or derivative transactions in Company stock
No pledges of Company stock by executive officers or directors

Tutor Perini Corporation | 2026 Proxy Statement vii

REGULATION G INFORMATION

To supplement financial measures presented under GAAP, we are presenting Adjusted EPS, which is a non-GAAP financial measure. This non-GAAP financial measure is intended to provide additional insight that facilitates the comparison of our past and present performance, and it is among the indicators management uses to assess the Company’s financial performance and to forecast future performance. By presenting this non-GAAP financial measure, we aim to provide investors and stakeholders with a clearer understanding of our operating results and enhance transparency with respect to the key financial metrics used by our management in its financial and operational decision-making.

Adjusted EPS for the periods presented below excludes share-based compensation expense (as well as the tax benefit associated with the expense). We exclude share-based compensation expense because this expense could result in significant volatility in our reported earnings, driven primarily by fluctuations in the expense recognized for certain long-term incentive compensation awards with payouts that are indexed to the Company’s common stock. By adjusting for share-based compensation, Adjusted EPS presents a supplemental depiction of our operational performance and financial health. This approach allows stakeholders to focus on our core operational efficiency and profitability without the variable impact to earnings caused by significant changes in our stock price. This non-GAAP measure is intended to offer a consistent basis for evaluating the Company’s performance, which management believes is meaningful to stakeholders.

The non-GAAP financial measure included herein as calculated by the Company is not necessarily comparable to similarly titled measures reported by other companies. Additionally, this non-GAAP financial measure is not meant to be considered as indicators of performance in isolation from or as a substitute for the most directly comparable measure prepared in accordance with GAAP and should be read only in conjunction with financial information presented on a GAAP basis.


Reconciliation of Diluted Earnings (Loss) per Common Share to Adjusted EPS

	Year Ended December 31,
	2025		2024		2023





Diluted earnings (loss) per common share, as reported	$	1.51	$	(3.13)	$	(3.30)
Plus: Share-based compensation expense impact per diluted share	2.81		0.77		0.24
Less: Tax benefit provided on share-based compensation expense per diluted share	(0.03)		(0.01)		(0.02)
Adjusted diluted earnings (loss) per common share	$	4.29	$	(2.37)	$	(3.08)

viii Tutor Perini Corporation | 2026 Proxy Statement

TUTOR PERINI CORPORATION

PROXY STATEMENT FOR THE
2026 ANNUAL MEETING OF SHAREHOLDERS

INTRODUCTION

This proxy statement is furnished in connection with the solicitation by the Board of Directors (the “Board”) of Tutor Perini Corporation (the “Company,” “Tutor Perini,” “TPC,” “we,” “us” or “our”) of proxies for use in voting at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) to be held at our corporate headquarters, 15901 Olden Street, Sylmar, California, on May 20, 2026 at 11:30 a.m. Pacific Time, and any adjournment or postponement thereof. Only shareholders of record as of the close of business on March 25, 2026 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements thereof. As of the Record Date, the Company had 52,614,703 shares of common stock outstanding. Each share of common stock is entitled to one vote.

VOTING MATTERS AND RECOMMENDATIONS OF OUR BOARD

At the Annual Meeting, our shareholders will consider and vote on the following matters:


		Board’s Voting Recommendations
Proposal 1	Election of Directors	ü FOR each nominee
Proposal 2	Ratification of the Appointment of Independent Auditor	ü FOR
Proposal 3	Advisory (Non-Binding) Vote to Approve Named Executive Officer Compensation	ü FOR

Shareholders will also be asked to consider and transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

On or about April 9, 2026, proxy materials for the Annual Meeting, including this proxy statement and the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, are expected to be made available over the Internet to shareholders entitled to vote at the Annual Meeting. The proxy materials may be accessed by visiting http://investors.tutorperini.com/events-calendar/proxy-voting.

INFORMATION REGARDING THE ANNUAL MEETING

Voting Procedures and Deadlines

Shares Held of Record. If you hold shares in your own name as a holder of record, you may vote your shares over the Internet at www.proxyvote.com, as discussed in the Notice of Internet Availability of Proxy Materials or printed proxy materials, as applicable, mailed to shareholders of record. In addition, if you requested to receive printed proxy materials, you may vote your shares via your enclosed proxy card or telephonically by dialing 1-800-690-6903. Proxies submitted via the Internet or by telephone must be received by 8:59 p.m., Pacific Time on May 19, 2026. You may request a printed copy of the proxy materials by following the procedures set forth in the Notice of Internet Availability of Proxy Materials, and you may vote your shares by following the instructions on the enclosed proxy card.

Shares Held in Street Name. If the shares you own are held in “street name” by a broker, bank or other nominee or fiduciary, you are considered the “beneficial owner” of such shares, and your broker, bank or other nominee or fiduciary will provide you with a Notice of Internet Availability of Proxy Materials, or a printed set of proxy materials together with a voting instruction form, which you may use to direct how your shares will be voted. In order to vote your shares, you must follow the voting instructions forwarded to you by, or on behalf of, that organization. Please note that, to allow intermediaries time to collect and submit vote results, the deadline to vote shares held in street name is typically a few days earlier than the deadline for shareholders of record. Brokers, banks or other nominees or fiduciaries are required to request voting instructions for shares they hold on behalf of customers and others. As the beneficial owner, you have the right to direct your broker, bank or other nominee or fiduciary how to vote, and you are also invited to attend the Annual Meeting. Brokers are not permitted to vote on

Tutor Perini Corporation | 2026 Proxy Statement 1

certain proposals and may not vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting. We encourage you to provide instructions to your broker, bank or other nominee or fiduciary to vote your shares. Since a beneficial owner is not the record shareholder, you may not vote the shares in person at the Annual Meeting, unless you obtain a legal proxy from the broker, bank or other nominee or fiduciary that holds your shares giving you the right to vote the shares at the meeting.

Attending the Annual Meeting

Shareholders of record or beneficial owners of our common stock as of the Record Date are entitled to participate in and vote at the Annual Meeting. Shareholders of record may be asked to present valid picture identification, such as a driver’s license or passport, for admission to the Annual Meeting. Seating and parking are limited. Each shareholder may appoint only one proxy holder or representative to attend the meeting on his or her behalf.

If your shares are registered in the name of a broker, bank or other nominee or fiduciary (your record holder), you may be asked to provide proof of beneficial ownership as of the Record Date, such as a brokerage account statement, a copy of the Notice of Internet Availability of Proxy Materials or voting instruction form provided by your bank, broker or other holder of record, or other similar evidence of ownership, as well as picture identification, for admission.

Electronic Availability of Proxy Statement and 2025 Annual Report

As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this proxy statement and our 2025 Annual Report available to shareholders electronically via the Internet at http://investors.tutorperini.com/events-calendar/proxy-voting. On or about April 9, 2026, we expect to mail to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access this proxy statement and our 2025 Annual Report and how to vote online. If you received that notice, you will not receive a printed copy of the proxy materials, unless you request one by following the instructions contained in the notice. We believe that providing our proxy materials over the Internet increases the ease and ability of our shareholders to connect with the information they need and reduces the environmental impact of our Annual Meeting.

Quorum

The presence, in person or by proxy, of outstanding shares of common stock representing a majority of the votes entitled to be cast on a matter by a voting group is necessary to constitute a quorum for the transaction of business at the Annual Meeting. Shares that reflect abstentions or broker non-votes will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting.

Votes Required on Proposals


Voting Item		Vote Standard	Treatment of Abstentions and Broker Non-Votes
Proposal 1	Election of Directors	Majority of votes cast	Abstentions and broker non-votes will not be counted as votes cast and therefore will have no effect on the outcome of the proposal
Proposal 2	Ratification of the Appointment of Independent Auditor	Majority of votes cast	Abstentions and broker non-votes will not be counted as votes cast and therefore will have no effect on the outcome of the proposal
Proposal 3	Advisory Vote to Approve Named Executive Officer Compensation	Majority of votes cast	Abstentions and broker non-votes will not be counted as votes cast and therefore will have no effect on the outcome of the proposal

An “abstention” occurs when a shareholder sends in a proxy with explicit instructions to decline to vote regarding a particular matter. For purposes of establishing a quorum, abstentions in person and proxies received but marked as abstentions as to any or all matters to be voted on count as the shares being present.

If your shares are held for you in “street name” (i.e., you own your shares through a brokerage, bank or other nominee or fiduciary account), you are considered the beneficial owner of those shares, but not the record holder. This means that you vote by providing instructions to your broker rather than to the Company. Brokers holding shares must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions, brokers may

2 Tutor Perini Corporation | 2026 Proxy Statement

in some cases vote the shares in their discretion, but they are not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions. If you do not provide voting instructions and the broker elects to vote your shares on some but not all matters, it will result in a “broker non-vote” for the matters on which the broker does not vote.

Proxy Solicitation

In addition to solicitation by mail, our directors, officers and employees may solicit proxies from Tutor Perini shareholders by telephone, facsimile or other electronic means of communication. These persons will not receive additional or special compensation for such solicitation services. The Company has retained the services of Alliance Advisors, LLC to assist as needed in the proxy preparation, review and solicitation process for a fee of $11,000 plus reimbursement of certain out-of-pocket costs. Furthermore, we pay the cost of soliciting proxies, which may include the reimbursement of brokers’, banks’ and other nominees’ expenses for sending proxy materials to and obtaining voting instructions from their customers.

Revocation of Proxies

If you execute and return a proxy or vote via the Internet or telephonically in accordance with the instructions provided in the Notice of Internet Availability of Proxy Materials, your proxy may be revoked at any time before it is voted by providing written notice to our Corporate Secretary, by the subsequent execution and delivery of another proxy, or by voting during the Annual Meeting. Please note that if you have instructed your broker to vote your shares, the options for revoking your proxy described above do not apply and you must, instead, follow the directions provided by your broker to change those instructions.

Adjournments and Postponements

In accordance with our Fifth Amended and Restated By-Laws (the “By-Laws”), the Annual Meeting may be adjourned or postponed, including for the purpose of soliciting additional proxies, by action of the presiding officer of the Annual Meeting. Additionally, the Annual Meeting may be postponed and rescheduled by the Board. There may be no notice of the time, date and place of the adjourned meeting, other than by announcement made at the Annual Meeting, regardless of whether or not a quorum is present. Any adjournment or postponement of the Annual Meeting for the purpose of soliciting additional proxies will allow the Company’s shareholders who have already sent their proxies to revoke them any time prior to their use at the Annual Meeting as adjourned or postponed.

Tutor Perini Corporation | 2026 Proxy Statement 3

PROPOSAL 1: ELECTION OF DIRECTORS

BOARD OF DIRECTOR NOMINEES

The Board, based on the recommendation of the Corporate Governance and Nominating Committee, proposed that the following ten nominees be elected at the Annual Meeting, each of whom will serve until the 2027 Annual Meeting of Shareholders and until his or her successor has been duly elected and qualified, or his or her earlier death, resignation, removal or disqualification. Each of the nominees was most recently elected at the 2025 Annual Meeting of Shareholders.

Name

Age

Director Since

Independent

Committee Memberships

Other Public Company Boards

Audit

Compensation

Corporate Governance and Nominating

Ronald N. Tutor

Executive Chairman & Former CEO

Tutor Perini Corporation

1997

Gary G. Smalley

Chief Executive Officer & President

Tutor Perini Corporation

2025

Peter Arkley

President, National Brokerage

Alliant Insurance Services, Inc.

2000

Yes

Jigisha Desai

Retired EVP & Chief Strategy Officer

Granite Construction Incorporated

2021

Yes

M +

Sidney J. Feltenstein

Managing Partner

DIA Equity Partners

2013

Robert C. Lieber *

Senior Advisor

Island Capital Group LLC

2014

Yes

M +

Dennis D. Oklak

Retired Chairman & CEO

Duke Realty Corporation

2017

Yes

M +

Raymond R. Oneglia

Vice Chairman

O&G Industries, Inc.

2000

Yes

Dale Anne Reiss

Retired Global Director, Real Estate,

Hospitality & Construction, Ernst & Young

2014

Yes

C +

Shahrokh (“Rock”) Shah

Retired Managing Director &

SEC Form DEF 14A filed by Tutor Perini Corporation