Fluor (NYSE: FLR) CEO has shares withheld to cover tax obligation

Rhea-AI Filing Summary

Fluor Corp CEO James R. Breuer reported an automatic tax-withholding disposition of 14,435 shares of common stock on the vesting of 19,296 restricted stock units and 17,381 performance units. The shares were withheld by the company to satisfy tax obligations, and the footnote states no investment decision was made by Breuer. After these transactions, he holds 165,703 shares directly and 306.89 shares 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		F(1)		14,435	D	$45.08	165,703	D
Common Stock								306.89	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. In connection with the vesting of 19,296 restricted stock units and 17,381 performance units held by the Reporting Person on March 6, 2026, the Issuer has withheld 14,435 shares of common stock to satisfy the resulting tax withholding obligation. The withholding of the shares occurred automatically upon the vesting of the units, and as such, no investment decision was made by the Reporting Person.

	/s/ Nicholas A. Gaspard by Power of Attorney	03/10/2026
	** 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).
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FAQ

What insider transaction did Fluor (FLR) CEO James R. Breuer report?

James R. Breuer reported an automatic tax-withholding disposition of 14,435 Fluor common shares. These shares were withheld by the company when his restricted stock units and performance units vested, solely to cover tax obligations rather than representing an open-market sale or discretionary trade.

How many Fluor (FLR) shares vested for CEO James R. Breuer?

A total of 19,296 restricted stock units and 17,381 performance units vested for James R. Breuer. In connection with this vesting, Fluor withheld 14,435 common shares to satisfy related tax liabilities, as described in the Form 4 footnote for the March 6, 2026 transaction.

Did the Fluor (FLR) CEO make an investment decision to sell shares?

The filing states no investment decision was made by James R. Breuer. The 14,435 Fluor shares were automatically withheld by the issuer upon vesting of equity awards to cover taxes, which is characterized as a tax-withholding disposition rather than a voluntary sale transaction.

How many Fluor (FLR) shares does the CEO hold after this Form 4?

After the reported transaction, James R. Breuer holds 165,703 Fluor common shares directly. He also has an additional 306.89 shares held indirectly through a 401(k) plan, reflecting his remaining equity position following the automatic tax-withholding disposition on March 6, 2026.

What does transaction code F mean in the Fluor (FLR) CEO Form 4?

Transaction code F indicates payment of tax liability or exercise price by delivering securities. For Fluor CEO James R. Breuer, 14,435 shares were withheld automatically to satisfy tax obligations arising from vested restricted stock units and performance units, rather than representing an open-market share sale.