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

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Form Type

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.

Insider Trade Summary

1,488 shares exercised/converted

Exercise 5 txns

Insider Cook Tracey H

Role EVP, Chief HR Officer

Type	Security	Shares	Price	Value
Exercise	Stock Growth Incentive Unit	700	$0.00	$0.00
Exercise	Stock Growth Incentive Unit	788	$0.00	$0.00
Exercise	Common Stock	1,488	$0.00	$0.00
Disposition	Common Stock	1,488	$46.19	$69K
holding	Common Stock	--	--	--

Holdings After Transaction: Stock Growth Incentive Unit — 788 shares (Direct); Common Stock — 10,731 shares (Direct); Common Stock — 2,182.3886 shares (Indirect, By 401(k) Plan)

Footnotes (3)

F1. Each Stock Growth Incentive Unit is the economic equivalent of one share of Fluor common stock.
F2. 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.
F3. 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.

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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/03/2026 - 04:30 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR