CUTILLO JOSEPH A 4

What Happened

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

Key Details

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

Context

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