Cook Tracey H 4

What Happened

• Tracey H. Cook, Executive Vice President and Chief HR Officer of Fluor Corporation, converted Stock Growth Incentive Units (derivative awards) and disposed of 1,488 shares on January 31, 2026. The shares were disposed to the issuer at $46.19 each, generating $68,731 in proceeds. The filing also lists conversions/exercises of 700 and 788 shares reported with $0 proceeds.

Key Details

• Transaction date: January 31, 2026; Form 4 filed February 3, 2026 (no indication in this filing that it was late).
• Sale: 1,488 shares disposed to issuer at $46.19 per share; total proceeds $68,731.
• Additional entries: 700 and 788-share exercises/conversions shown with $0 proceeds (filing does not detail cash flow for these entries).
• Shares owned after transaction: not specified in the provided excerpt.
• Footnotes:
  • F1: Each Stock Growth Incentive Unit (SGIU) is the economic equivalent of one share of Fluor common stock.
  • F2–F3: Clarify that the SGIUs vested on January 31, 2026 (one-half vested Jan 31, 2026; the remaining half will vest Jan 31, 2027). These correct earlier reporting in the Form 3.

Context

• The filing shows conversion/exercise of derivative awards (SGIUs) followed by an immediate disposition of 1,488 shares to the issuer—effectively converting vested award units into cash for that tranche.
• Derivative/award conversions reported with $0 proceeds (the 700 and 788-share entries) are listed by the filer but not explained in this Form 4; such entries can represent internal transfers or withholding arrangements, but the filing itself does not specify the reason.