Fluor Corp (NYSE: FLR) insider has shares withheld for RSU taxes

Rhea-AI Filing Summary

Fluor Corp’s executive chairman and director reported an automatic share withholding tied to restricted stock unit vesting. On 12/23/2025, 30,212 restricted stock units vested, and the company withheld 11,889 shares of common stock at $40.90 per share to cover the related tax obligation. This is recorded as a disposition on the insider form, but the filing states that the withholding occurred automatically when the units vested and that no investment decision was made by the insider. Following this transaction, the reporting person directly beneficially owns 780,138 shares of Fluor common stock.

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^*

Constable David E

(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)
	Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/23/2025

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	12/23/2025		F(1)		11,889	D	$40.9	780,138	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

Explanation of Responses:

1. In connection with the vesting of 30,212 restricted stock units held by the Reporting Person on 12/23/2025, the Issuer has withheld 11,889 shares of common stock to satisfy the resulting tax withholding obligation. The withholding of these shares occurred automatically upon the vesting of the restricted stock units, and as such, no investment decision was made by the Reporting Person in connection with this transfer.

	/s/ Eric P. Helm by Power of Attorney	12/29/2025
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Fluor Corp (FLR) report in this filing?

The filing reports that on 12/23/2025, Fluor Corp’s executive chairman and director had 11,889 shares of common stock withheld by the company to satisfy tax obligations arising from vested restricted stock units.

Why were 11,889 Fluor (FLR) shares withheld from the executive chairman?

The filing explains that on 12/23/2025, 30,212 restricted stock units vested for the reporting person, and Fluor Corp withheld 11,889 shares of common stock to cover the resulting tax withholding requirement.

Did the Fluor executive chairman make an investment decision to sell these shares?

No. The document states that the withholding of 11,889 shares occurred automatically upon vesting of the restricted stock units, and that no investment decision was made by the reporting person in connection with this transfer.

How many Fluor Corp shares does the insider own after this transaction?

After the automatic tax withholding of 11,889 shares, the reporting person directly beneficially owns 780,138 shares of Fluor Corp common stock.

What transaction code is used for this Fluor (FLR) insider event?

The transaction is reported with code F, indicating shares were withheld by the issuer to satisfy tax withholding obligations related to equity awards.

What type of security is involved in this Fluor insider transaction?

The transaction involves Fluor Corp common stock, which was withheld in connection with the vesting of restricted stock units held by the reporting person.