Fluor (FLR) CEO James Breuer gains 17,381 shares from earned performance units

Rhea-AI Filing Summary

FLUOR CORP chief executive officer James R. Breuer reported an equity award in company stock. He acquired 17,381 shares of common stock at no cost through earned performance units that were originally granted in 2023 for a three-year performance period after criteria were determined to be met.

Following this grant, his directly held common stock increased to 119,604 shares. He also has an additional 309.7414 shares held indirectly through a 401(k) plan.

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^*

Breuer James R

(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)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

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	02/16/2026		A		17,381(1)	A	$0	119,604	D
Common Stock								309.7414	I	By 401(k) Plan

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

Explanation of Responses:

1. This amount represents earned performance units that were granted in 2023, subject to a three-year performance period, and were earned upon the determination that the performance criteria had been met. Each performance unit represents the contingent right to receive one share of Fluor common stock.

	/s/ Eric P. Helm by Power of Attorney	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did FLR CEO James R. Breuer report on this Form 4?

James R. Breuer reported acquiring 17,381 shares of Fluor common stock at no cost. These shares came from earned performance units that vested after performance criteria for a three-year period, beginning with a 2023 grant, were determined to have been met.

How were the 17,381 Fluor (FLR) shares awarded to CEO James R. Breuer?

The 17,381 shares represent earned performance units granted in 2023, tied to a three-year performance period. They converted into common stock once the company determined that the specified performance criteria had been achieved, resulting in a grant at no purchase price.

What is James R. Breuer’s direct Fluor (FLR) share ownership after this award?

After the award, James R. Breuer directly owns 119,604 shares of Fluor common stock. This reflects the addition of 17,381 earned performance-based shares to his prior holdings, as reported in the Form 4 insider filing for this transaction date.

Does James R. Breuer hold any indirect Fluor (FLR) shares through benefit plans?

Yes. In addition to his direct holdings, the Form 4 shows 309.7414 Fluor common shares held indirectly through a 401(k) plan. This indirect position is reported separately from his 119,604 directly owned shares of Fluor common stock.

What are the performance units mentioned in the Fluor (FLR) CEO’s Form 4 filing?

The performance units are awards granted in 2023 that represented a contingent right to receive Fluor common stock. Each unit converts into one share if specified performance criteria over a three-year period are met, as determined by the company after that period.

Did the Fluor (FLR) CEO purchase these shares on the open market?

No. The shares were not bought on the open market. They were issued at a price of 0.0000 per share as earned performance units, meaning they were granted as compensation once the three-year performance goals associated with the 2023 grant were achieved.