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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 22, 2025
MasTec, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Florida | 001-08106 | 65-0829355 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
800 S. Douglas Road, 12th Floor
Coral Gables, Florida 33134
(Address of Principal Executive Office)
Registrant’s telephone number, including area code (305) 599-1800
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
||
| Common Stock, $0.10 Par Value | MTZ | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On August 22, 2025, MasTec, Inc. (the “Company”) received the notification described under Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 regarding a blackout period for the MasTec, Inc. 401(k) Retirement Plan (the “401(k) plan”). The 401(k) plan is transitioning recordkeeper services from Bank of America/Merrill Lynch to Schwab Retirement Plan Services, Inc., effective October 1, 2025. As a result of this transition, there will be a blackout period (the “Blackout Period”) during which 401(k) plan participants and beneficiaries will be temporarily unable to obtain a loan or a distribution from the 401(k) plan, contribute rollovers or submit loan checks, change existing investment elections or contribution rates or request a fund transfer, including with respect to shares of common stock, $0.10 par value per share, of the Company (“MasTec Common Stock”), as applicable. The Blackout Period is expected to begin at 4:00 pm Eastern Time on Monday, September 22, 2025 and end during the week of October 19, 2025.
On August 26, 2025, the Company sent a notice (the “Blackout Notice”) to its directors and executive officers pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002 and Section 104 of Regulation BTR under the Securities Exchange Act of 1934, as amended. The Blackout Notice informed directors and executive officers that during the Blackout Period, they will be prohibited from, directly or indirectly purchasing, selling or otherwise acquiring or transferring any MasTec Common Stock acquired in connection with their service or employment as a director or executive officer of the Company.
A copy of the Blackout Notice is attached as Exhibit 99.1. During the Blackout Period and for a period of two years after the ending date of the Blackout Period, shareholders or other interested parties may obtain, without charge, information about the actual beginning and ending dates of the Blackout Period by contacting the Company’s 401(k) plan Administrator by telephone at (305) 599-1800 or by mail at c/o 401(k) Plan Administrator, MasTec, Inc., 800 S. Douglas Road, 12th Floor, Coral Gables, Florida 33134.
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description |
|
| 99.1 | Notice to Directors and Executive Officers dated August 26, 2025 | |
| 104 | The cover page of MasTec, Inc.’s Current Report on Form 8-K, formatted in Inline XBRL (included with the Exhibit 101 attachments). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MASTEC, INC. | ||||||
| Date: August 27, 2025 |
|
By: | /s/ Alberto de Cardenas |
|||
| Name: | Alberto de Cardenas | |||||
| Title: | Executive Vice President, General Counsel and Secretary | |||||
Exhibit 99.1
Notice of Blackout Period
Under The MasTec, Inc. 401(k) Retirement Plan
| To: | All Directors and Section 16 Officers of MasTec, Inc. | |
| From: | Sandy Orr | |
| Date: | August 26, 2025 | |
| Subject: | Notice of Blackout Trading Restriction Period (the “BTR Blackout Period”) | |
Class of Securities Subject to the BTR Blackout Period
This notice (“Notice”) is to inform you of significant restrictions on your ability to transact in the common stock of MasTec, Inc. (the “Company”), $0.10 par value (together with any derivative security thereof, “MasTec Stock”), during an upcoming BTR Blackout Period. The additional restrictions during this period are imposed on the Company’s directors and officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, by Section 306(a) of the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission (“SEC”) Regulation Blackout Trading Restriction (“BTR”). The BTR Blackout Period is in addition to the quarterly blackout period applicable under the Company’s Policy Regarding Insider Trading and any event-specific blackout period imposed thereunder.
Reasons for BTR Blackout Period and Plan Transactions to be Suspended
The recordkeeping services under the MasTec, Inc. 401(k) Retirement Plan (the “Plan”) will be changing from Bank of America/Merrill Lynch to Schwab Retirement Plan Services, Inc., effective October 1, 2025. The BTR Blackout Period is necessary to administratively transfer the individual accounts under the Plan, including those accounts with MasTec Stock, onto the new recordkeeping platform. As a result of this change, Plan participants and beneficiaries will temporarily be unable to do the following transactions under the Plan:
| (i) | purchase, sell, or otherwise acquire or transfer funds into or out of any of the investment alternatives, including MasTec Stock; |
| (ii) | change existing investment elections and contribution rates; |
| (iii) | receive distributions or withdrawals; |
| (iv) | receive loans; |
| (v) | make rollover contributions; or |
| (vi) | make loan repayments by check. |
Plan participants and beneficiaries have received a separate notice informing them of the blackout period in accordance with applicable law. The period of restriction applicable to Plan participants and beneficiaries matches the time frame in the BTR Blackout Period referenced below.
Length of the BTR Blackout Period
The BTR Blackout Period is expected to begin at 4:00 p.m. ET on September 22, 2025, and end during the week of October 19, 2025. If there is a change to the beginning date or the length of the BTR Blackout Period, the Company will provide you with notice of such adjustment as soon as reasonably practicable. You may obtain, without charge, the actual beginning and ending dates of the BTR Blackout Period (during the blackout period and for a period of two years after the ending date of the blackout period) and answers to other inquiries about the BTR Blackout Period, by contacting Sandy Orr, 800 S Douglas Road 11th Floor, Coral Gables, FL 33134, or by calling (305) 406-1968.
Restrictions on Directors and Section 16 Officers During the BTR Blackout Period
Because participants and beneficiaries in the Plan will be unable to direct or diversify assets, including MasTec Stock, during the BTR Blackout Period, the Company’s directors and Section 16 officers will be subject to the trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 for the duration of the BTR Blackout Period.
In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the Company’s directors and Section 16 officers are prohibited during the BTR Blackout Period from purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any MasTec Stock acquired in connection with his or her service or employment as a director or Section 16 officer.
If you engage in a transaction that violates these laws and regulations, you may be required to disgorge your profits from the transaction, and you may be subject to sanctions. Because of the complexity of the regulations and the severity of the penalties and other remedies, please contact me before engaging in any transaction involving MasTec Stock during the BTR Blackout Period.
Thank you.