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FLUOR CORP

For the period ended May 6, 2026. Filed Mar 12, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 6, 2026 · Filed Mar 12, 2026

FLR$46.48+3.3%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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FLUOR CORPORATION​

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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DEAR FELLOW STOCKHOLDERS:

On behalf of our Board of Directors, thank you for your investment in Fluor. Our Board appreciates that it is elected by you, our stockholders, to oversee the management of our Company for the long-term benefit of all stakeholders.

We are pleased to invite you to join us at our 2026 annual meeting of stockholders to be held on Wednesday, May 6, 2026, at 8:30 a.m., Central Daylight Time. This year’s meeting will again be held virtually atwww.virtualshareholdermeeting.com/FLR2026. At this year’s meeting, we will vote on the election of ten directors and the ratification of Ernst & Young LLP as Fluor’s independent registered accounting firm. We will also hold a non-binding advisory vote to approve the compensation of Fluor’s named executive officers. Members of management will report on the state of the Company and respond to stockholder questions.

It is important that your shares be represented and voted at the annual meeting regardless of how many shares you own. Whether or not you plan to join the meeting, we encourage you to review our proxy materials and promptly cast your vote over the internet or by phone. Alternatively, if you receive a paper copy of the proxy materials by mail, you may vote by signing, dating and mailing the proxy card or voting instruction card in the envelope provided. Voting in any one of these ways will help ensure that your shares are represented at the meeting.

Our Board remains committed to serving your interests and appreciates your continued support of our Company. We look forward to you joining us virtually on May 6 th.

Sincerely,

​David E. Constable Executive Chairman​​James R. Breuer Chief Executive Officer​

March 12, 2026

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“THANK YOU FOR YOUR INVESTMENT IN FLUOR . . . . OUR BOARD REMAINS

COMMITTED TO SERVING YOUR INTERESTS AND APPRECIATES

YOUR CONTINUED SUPPORT OF OUR COMPANY.”

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

VOTING DETAILS

​When​​​Wednesday, May 6, 20268:30 a.m. Central Daylight Time​
​Where​​​Online at:www.virtualshareholdermeeting.com/FLR2026​
​RecordDate​​​Close of business on March 9, 2026​

ITEMS OF BUSINESS

​1​​​The election of the ten directors named in the proxy statement to serve until the 2027 annual meeting of stockholders.​
​2​​​An advisory vote to approve the Company’s executive compensation.​
​3​​​The ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for 2026.​
​4​​​Such other matters as may be properly presented at the meeting.​

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All stockholders of record at the close of business on March 9, 2026, are entitled to receive notice of, and to vote at, the annual meeting of stockholders and any adjournment or postponement thereof. The annual meeting will be a virtual meeting, conducted exclusively online atwww.virtualshareholdermeeting.com/FLR2026. Stockholders as of the record date may participate in the annual meeting online, vote or submit questions by visiting the meeting website and logging in with the control number on their proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials (the “Notice”). Instructions on how to further participate in the annual meeting are described in the accompanying proxy statement.

Please cast your vote by either voting your shares over the internet or by phone, as promptly as possible. Alternatively, if you have received paper copies of your proxy materials, you may complete, sign, date and promptly return the proxy card or voting instruction card in the postage-prepaid return envelope provided. Your prompt response is necessary to help ensure that your shares are represented. If you wish to receive paper copies of your proxy materials, including the proxy card or voting instruction card, follow the instructions in the Notice.

By Order of the Board of Directors,

Kevin B. Hammonds

Chief Legal Officer and Corporate Secretary

March 12 2026, Irving, Texas

​​IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 6, 2026: This proxy statement and the Company’s 2025 Annual Report to Stockholders (the “Annual Report”) are available at www.proxyvote.com​​
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.