Fluor (NYSE: FLR) HR chief exercises awards and sells 1,488 shares

Rhea-AI Filing Summary

Fluor Corporation EVP and Chief HR Officer Tracey H. Cook reported multiple equity transactions dated January 31, 2026. Cook exercised stock-based awards into 1,488 shares of common stock at $0 per share and then disposed of 1,488 shares at $46.19 per share, leaving 10,731 common shares held directly.

The filing also shows 2,182.3886 common shares held indirectly through a 401(k) plan. Two blocks of Stock Growth Incentive Units (700 and 788 units), each economically equivalent to one Fluor share, were involved in these transactions. Footnotes clarify that these units vested on January 31, 2026, correcting earlier Form 3 disclosures that had listed March 2026 and March 2027 vesting dates.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cook Tracey H

(Last) (First) (Middle)

C/O FLUOR CORPORATION

6700 LAS COLINAS BLVD

(Street)

IRVING TX 75039

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FLUOR CORP [ FLR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								2,182.3886	I	By 401(k) Plan
Common Stock	01/31/2026		M		1,488	A	$0	12,219	D
Common Stock	01/31/2026		D		1,488	D	$46.19	10,731	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Growth Incentive Unit	(1)	01/31/2026		M			700	01/31/2026(2)	01/31/2026(2)	Common Stock	700	$0	0	D
Stock Growth Incentive Unit	(1)	01/31/2026		M			788	01/31/2026(3)	01/31/2026(3)	Common Stock	788	$0	788	D

Explanation of Responses:

1. Each Stock Growth Incentive Unit is the economic equivalent of one share of Fluor common stock.

2. The Form 3 that the Reporting Person filed on April 16, 2025 ("Original Filing") inadvertently reported that the Stock Growth Incentive Units will vest on March 6, 2026. In fact, the Stock Growth Incentive Units vested on January 31, 2026.

3. The Original Filing inadvertently reported that one half of the Stock Growth Incentive Units will vest on March 6, 2026 and one half on March 6, 2027. In fact, one half of the Stock Growth Incentive Units vested on January 31, 2026 and one half will vest on January 31, 2027.

	/s/ Nicholas A. Gaspard by Power of Attorney	02/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Fluor (FLR) report for Tracey H. Cook?

Fluor reported that EVP and Chief HR Officer Tracey H. Cook exercised stock awards into 1,488 Fluor common shares at $0 and then sold 1,488 shares at $46.19 on January 31, 2026. The filing also updates vesting dates for related Stock Growth Incentive Units.

How many Fluor (FLR) shares did Tracey H. Cook sell and at what price?

Tracey H. Cook disposed of 1,488 shares of Fluor common stock at a price of $46.19 per share on January 31, 2026. This sale followed the conversion of stock-based awards into 1,488 common shares at no exercise cost.

How many Fluor (FLR) shares does Tracey H. Cook hold after this Form 4?

After the reported transactions, Tracey H. Cook directly beneficially owns 10,731 shares of Fluor common stock. In addition, the filing shows 2,182.3886 common shares held indirectly through a 401(k) plan, representing retirement-plan holdings separate from the directly owned shares.

What are Fluor Stock Growth Incentive Units mentioned in the Form 4?

The Stock Growth Incentive Units are derivative awards, with each unit economically equivalent to one share of Fluor common stock. On January 31, 2026, blocks of 700 and 788 units were exercised at $0, resulting in underlying common shares that are reflected in the reported non-derivative transactions.

What vesting date correction did Fluor (FLR) disclose for Tracey H. Cook’s awards?

The filing explains that an earlier Form 3 erroneously listed vesting dates in March 2026 and March 2027. In fact, the Stock Growth Incentive Units vested, or will vest, on January 31, 2026 and January 31, 2027, aligning the disclosure with the actual award schedule.

Does Tracey H. Cook’s Fluor (FLR) Form 4 involve indirect holdings?

Yes. Besides directly held Fluor shares, the Form 4 shows 2,182.3886 common shares held indirectly through a 401(k) plan. This indicates retirement-plan ownership, which is reported separately from the executive’s directly owned common stock position.