FLR · Read the filing

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our financial statements. A discussion and analysis of the operating results of 2024 compared to 2023 are included in our 2024 10-K and have not been repeated in this 10-K.

We continue to see solid client engagement across our markets and a robust and diverse pipeline of opportunities, particularly where accelerated schedules and critical business needs are driving investment. While some clients are pacing commitments due to cost pressures or commodity price softness, our teams are actively advancing engineering and design work so projects can move quickly once final decisions are made. These timing shifts impacted 2025 results, but we remain focused on disciplined execution, cost management, and positioning our clients for long‐term success.

Developments in Our Business

Revenue, profit and operating cash flow in 2025 was significantly impacted by a judgment on the long completed Santos project in Australia. We have appealed the Court decision and we are also working with our insurance carriers to address the obligations arising from the judgment and the costs related to the appeal. We recognized a reversal of revenue of $643 million during 2025, inclusive of committed insurance proceeds, representing the net payment to Santos made in the fourth quarter of 2025.

Table of Contents

We slowed our execution activities at our joint venture in Mexico beginning in the second quarter of 2025 through much of the third quarter to minimize our working capital exposure to the joint venture's primary customer. The customer made significant progress payments through December 2025, which allowed us to execute a controlled restart of our project execution activities.

Prior to November 2025, we converted 15 million of our 126 million NuScale voting shares (along with the associated ownership units in NuScale's operating subsidiary) into registered shares and sold all 15 million of those shares for net proceeds of $605 million. We converted the remaining 111 million of our NuScale voting shares (along with the associated ownership units in NuScale's operating subsidiary) into registered shares upon reaching agreement with NuScale in November 2025, including the following general attributes:

•Conversion of the 111 million remaining ownership units into NuScale registered shares on a one-to-one basis;

•For open market sales, daily limitations on our NuScale sales that vary depending on defined blackout dates for NuScale;

•Voting covenant whereby we will agree to affirmatively support the expansion of NuScale’s authorized share count by up to 330 million shares;

•Imposition of NuScale trading limitations on any newly authorized shares through February 2026;

•50% reduction in our benefits, if any, that may arise under the tax receivable agreement with NuScale;

•Modification of our exclusivity arrangement with NuScale; and

•Various mutual releases and non-disparagement provisions.

In November 2025, through an indirect, wholly-owned subsidiary, we entered into a variable price forward sale agreement whereby we pledged and granted a security interest in 71 million of our remaining shares in NuScale, while maintaining continuing involvement and ownership rights, and committed to sell, convey, transfer, assign and deliver those shares at the final settlement date in the first quarter of 2026. Through our bank's execution, we completed the sale of all 71 million shares of NuScale on February 13, 2026, generating total proceeds of $1.35 billion. We expect to monetize the remaining 40 million shares of NuScale via similar structured programs and expect that all remaining ownership in NuScale should be sold by the second quarter of 2026.

Our divestiture of the Stork business was substantially completed following the sale of Stork's U.K. operations in 2025. Stork's operations in continental Europe were sold in 2024.

In December 2025, we reached an agreement to sell our ownership in the fabrication yard in China for approximately $122 million. The sale is expected to close in 2026, subject to the conditions in the agreement.

Table of Contents

Results of Operations

YEAR ENDED DECEMBER 31,

Revenue(1)

Segment profit (loss) $ and margin %

Foreign currency gain (loss) (62) 92 (98)

Interest income (expense), net 67 150 168

Earnings (loss) attributable to NCI (11) (61) (60)

Net earnings (loss) before equity method earnings (272) (21) 79

Less: Net earnings (loss) attributable to NCI (11) (61) (60)

Net earnings (loss) attributable to Fluor (51) 2,145 139

Less: Dividends on CPS — — 29

Less: Make-whole payment on conversion of CPS — — 27

Net earnings (loss) available to Fluor common stockholders $ (51) $ 2,145 $ 83

New awards

New awards related to projects located outside of the U.S. 26 % 38 % 76 %

Backlog (3)(4)

Backlog related to projects located outside of the U.S. 40 % 55 %

Backlog related to reimbursable projects 81 % 79 %

Table of Contents

(1)In addition to the measurements under GAAP, we measure our performance by analyzing trends in adjusted net revenue (and related margin), which we determine by reducing GAAP revenue to exclude at-cost revenue associated with reimbursable contracts for the following elements, where applicable:

•amounts associated with unaffiliated subcontractor project costs that are billed to clients without meaningful markup;

•amounts associated with costs of material that are billed to clients without meaningful markup; and

•costs of CFM that are procured by our clients and which do not give rise to meaningful markup to our billings to clients.

Such at-cost revenue is generally reflected in our project estimates at equivalent amounts within the revenue and cost elements. Therefore, we believe our adjusted net revenue represents the basis for which we earn fees for our professional services. Others in our industry may have similar terms that they use to similarly measure the earnings power of their services. Even though our involvement with at-cost revenue elements as a principal gives rise to their inclusion in our consolidated revenue, the absence of meaningful markup to them elevates the importance of this non-GAAP analysis. During 2025 and 2024, at-cost revenue was approximately $8 billion and $7 billion, respectively (or approximately 53% and 40% of consolidated revenue). Excluding the amounts of at-cost revenue from both GAAP revenue and from project cost yields an amount that we call adjusted net margin.

(2)Total segment profit and margin are non-GAAP financial measures. We believe that total segment profit provides a meaningful perspective on our results as it is the aggregation of individual segment profit measures that we use to evaluate and manage our performance.

(3)During 2025, our backlog decreased due to the execution pace exceeding new award activity. We booked a multi-billion dollar award for a life sciences project during 2025. We booked significant positive project adjustments related to scope increases on several large projects during the second quarter of 2025 and scope reductions on 2 large projects in the first quarter of 2025.

Backlog represents the total amount of revenue we expect to record in the future based upon contracts that have been awarded to us. Backlog is stated in terms of gross revenues and may include significant estimated amounts of third-party, subcontracted, CFM and pass-through costs as well as other forms of variable consideration. For projects related to proportionately consolidated joint ventures, we include only our percentage ownership of each joint venture's backlog. We do not report new awards or backlog for projects related to our equity method investments even though these awards may be significant contributors to earnings in future periods. We recognize new awards into backlog when we and our client have approved the contract (written or verbal) and are committed to perform our respective obligations. Although backlog reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. Backlog is adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. Backlog differs from RUPO discussed elsewhere in this 10-K. Backlog includes the amount of revenue we expect to recognize under ongoing operations and maintenance contracts for the remainder of the current year renewal period plus up to 3 additional years if renewal is considered to be probable, while RUPO includes only the amount of revenue we expect to recognize under contracts with definite terms and substantive termination provisions. In 2026, we expect to execute approximately half of our ending 2025 backlog.

(4)Includes backlog of $255 million and $702 million for legacy projects in a loss position as of December 31, 2025 and 2024, respectively.

Revenue decreased in 2025 primarily due to the reversal of previously recognized revenue of $643 million for a judgment on the long-completed Santos project in Australia as well as a decline in execution activity for Energy Solutions projects nearing completion. However, revenue in both Urban Solutions and Mission Solutions increased in 2025 due to the ramp up of execution activities on life sciences and mining and metals projectsand an increase in volume on a DOE project.

Earnings before taxes decreased during 2025 due to the same factors that impacted revenue above as well as cost growth on 3 infrastructure projects for subcontracted design errors, price escalation and schedule impacts.

Table of Contents

Net earnings (loss) excluding amounts attributable to equity method earnings were as follows:

YEAR ENDED DECEMBER 31,

Earnings (loss) before taxes $ (311) $ 613

Income tax benefit (expense ) 39 (634)

Equity method earnings $ 210 $ 2,105

Equity method earnings, net of related income tax expense $ 302 $ 1,729

Net earnings (loss) $ (62) $ 2,084

The effective tax rate on earnings, including equity method earnings, was 39%, 103% and 75% for 2025, 2024 and 2023, respectively. A reconciliation of U.S. statutory federal tax expense to total income tax expense follows:

Year Ended December 31,

U.S. statutory federal tax expense (includes equity method earnings) $ (21) 21 %

Increase (decrease) in taxes resulting from:

State and local income taxes 61 (60) %

Foreign tax effects:

Australia

Valuation allowance 34 (34) %

Other foreign jurisdictions 60 (59) %

Valuation allowance (130) 129 %

Foreign tax credits (56) 55 %

NCI — — %

Total income tax benefit $ (39) 39 %

In July 2025, the OBBB Act, which includes a broad range of U.S. tax reforms, was signed into law. The OBBB Act did not have a material impact on our consolidated results.

Our results were significantly impacted by evolving foreign currency rates in 2025. During 2025, the U.S. dollar depreciated against the Euro, British Pound, Canadian Dollar and Mexican Peso.

Our profit margin percentages may be favorably or unfavorably impacted by a change in the amount of CFM recorded. We record revenue on a gross basis, including CFM, when we have concluded that we are a principal with respect to such materials and services, though the timing of CFM receipt can significantly impact completion percentage.

Table of Contents

Segment Operations

Urban Solutions

Revenue increased in 2025 due to the ramp up of execution activities on life sciences and mining and metal projects.The increase in 2025 revenue was partially offset by a decline in execution activity for recently completed projects and projects nearing completion. During 2025 and 2024, at-cost revenue for Urban Solutions was approximately $5 billion and $4 billion, respectively (or approximately 59% and 51% of their segment revenue).

Segment profit in 2025 decreased due to forecast adjustments for cost growth on 3 infrastructure projects related to subcontracted design errors, price escalation, schedule impacts partially offset by the refinement of expected recovery on these same projects. These forecast adjustments of $108 million were partially offset by improved performance on other infrastructure projects, a favorable negotiation with a designer on a separate infrastructure project and the ramp up of life sciences projects. The changes in segment profit margin in 2025 reflect these same factors.

New awards in 2025 included a large multi-billion dollar pharmaceutical facility, two significant mining projects and construction contracts for 2 infrastructure projects. Backlog increased in 2025 due to the new award activity. Our staffing business does not report new awards or backlog.

Results for the fourth quarter of 2025. Segment profit in the fourth quarter of 2025 decreased due to a portion of the forecast adjustments for cost growth on the infrastructure projects discussed above.

Energy Solutions

Revenue decreased in 2025 primarily due to the reversal of previously recognized revenue of $643 million for a judgment on the long completed Santos project in Australia. The revenue decrease was further driven by a decline in execution activity for several projects nearing completion and for certain projects at our joint venture in Mexico where we slowed our execution activities beginning in the second quarter of 2025 through much of the third quarter as previously discussed. The customer made significant progress payments in the latter half of 2025, which allowed us to execute a controlled restart of our project execution activities. The declines in revenue were partially offset by the ramp up of execution activities on a batteries project in Poland. During both 2025 and 2024, at-cost revenue for Energy Solutions was approximately $2 billion (or approximately 49% and 37% of their segment revenue).

Segment profit and profit margin declined in 2025 due to the judgment on the Santos project.

New awards were lower in 2025 compared to 2024. Backlog declined during 2025 due to the execution pace exceeding new award activity.

Results for the fourth quarter of 2025. Segment profit in the fourth quarter of 2025 was consistent with the fourth quarter of 2024.

Mission Solutions

Revenue increased in 2025 primarily due to an increase in project execution volume associated with a construction project for the DOE and hurricane claims administration support for FEMA, partially offset by reduced volumes on 2 DOE projects. Revenue in 2025 also included the recognition of revenue reserves for certain disputed costs on a DOD project and an adverse ruling on a long-standing claim for a project completed in 2019. During both 2025 and 2024, Mission Solutions had no meaningful amounts of at-cost revenue.

Segment profit and profit margin declined in 2025 primarily due to the recognition of revenue reserves for certain disputed costs on a DOD project and an adverse ruling on a long-standing claim for a project completed in 2019.

New awards in 2025 were stable with 2024 and included a six-year contract to extend our presence at the Portsmouth site. Backlog included $1.0 billion and $665 million of unfunded government contracts as of December 31, 2025 and 2024, respectively. Unfunded backlog reflects our estimate of future revenue under awarded government contracts for which funding has not yet been appropriated. We do not report new awards or backlog for projects related to our equity method investments even though these awards may be significant contributors to earnings in future periods.

Results for the fourth quarter of 2025. Segment profit in the fourth quarter of 2025 decreased due to the recognition of revenue reserves for certain disputed costs on a DOD project.

Table of Contents

Other

Prior to its deconsolidation in October 2024, the results of NuScale were presented in our Other segment. In 2025, we completed the sale of Stork's operations in the U.K. and recognized a gain on sale of $7 million compared to an $11 million gain on the sale of Stork's operations in continental Europe in 2024. The results from our Other segment were immaterial for 2025.

G&A

YEAR ENDED DECEMBER 31,

G&A

Severance and restructuring costs 43 13 11

Legal & professional fees 24 13 10

Reserve for legacy legal claims 4 — 3

The decrease in compensation expense in 2025 was primarily driven by lower stock price-driven compensation and performance-based compensation. During 2025, we recognized severance and exit costs primarily related to certain international office closures.

Net Interest Income (Expense)

The decrease in net interest income during 2025 was primarily due to a decrease in interest rates as well as cash balances at certain of our larger joint ventures.

Equity Method Earnings

YEAR ENDED DECEMBER 31,

Equity method earnings

Gain (loss) on the fair value of our investment in NuScale $ (419) $ 2,221

Gain on the fair value of the forward sale contract of NuScale shares 208 —

Gain on the sale of NuScale shares 336 —

Equity method earnings $ 210 $ 2,105

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. Our significant accounting policies are described in the notes to our financial statements. The preparation of our financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. Estimates are based on information available through the date of the issuance of the financial statements and, accordingly, actual results in future periods could differ from these estimates. Significant judgments and estimates used in the preparation of our financial statements apply to the following critical accounting policies:

Revenue Recognition for Engineering & Construction Contracts. We recognize our engineering and construction contract revenue over time as we provide services to satisfy our performance obligations. We generally use the cost-to-cost percentage-of-completion measure of progress as it best depicts how control transfers to our clients. The cost-to-cost approach measures progress towards completion based on the ratio of cost incurred to date compared to total estimated contract cost. Use of the cost-to-cost measure of progress requires us to prepare estimates of total expected revenue and cost to complete our projects.

CFM are included in revenue and cost of revenue when (1) we believe that we are acting as a principal rather than as an agent, (2) the contract includes construction activity and (3) we have visibility into the amount the customer is paying for the materials or there is a reasonable basis for estimating the amount. If we lose visibility mid-project, we cease recognizing

Table of Contents

future CFM but do not de-recognize previous amounts of CFM.

Due to the nature of our industry, there is significant complexity in our estimation of total expected revenue and cost, for which we must make significant judgments. Our contracts with our customers may contain several types of variable consideration, including claims, unpriced change orders, award and incentive fees, liquidated damages and penalties or other provisions that can either increase or decrease the contract price to arrive at estimated revenue. Certain variable consideration, such as award and incentive fees, generally are awarded upon achievement of certain performance metrics, program milestones or cost targets and can be based upon customer discretion. We estimate variable consideration at the most likely amount to which we expect to be entitled upon completion of a project. We include estimated amounts in the transaction price to the extent it is probable we will realize that amount. Our estimates of variable consideration and our determination of its inclusion in project revenue are based on an assessment of our anticipated performance and other information that may be available to us.

At a project level, we have specific practices and procedures to review our estimate of total revenue and cost. Each project team reviews the progress and execution of our performance obligations, which impact the project’s accounting outcome. As part of this process, the project team reviews information such as any outstanding key contract matters, progress towards completion and the related program schedule and identified risks and opportunities. The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our project estimates, which can change from period to period due to a variety of factors including:

•Complexity in original design;

•Extent of changes from original design;

•Different site conditions than assumed in our bid;

•The productivity, availability and skill level of labor;

•Weather conditions when executing a project;

•The technical maturity of the technologies involved;

•Length of time to complete the project;

•Availability and cost of equipment and materials;

•Subcontractor and joint venture partner performance;

•Expected costs of warranties; and

•Our ability to recover for additional contract costs.

We recognize changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified. Such changes in contract estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in prior periods. Changes in contract estimates may also result in the reversal of previously recognized revenue if the current estimate adversely differs from the previous estimate.If we estimate that a project will have costs in excess of revenue, we recognize the total loss in the period it is identified.

Fair Value Measurements. We elected the fair value option of accounting for our investment in NuScale that would have otherwise been recorded under the equity method of accounting. We recognize the fair value of our investment in NuScale on a mark-to-market basis based upon the prevailing price of their stock on our balance sheet dates, which may subject our consolidated earnings to volatility. We recognize the fair value of our forward sale contract in NuScale shares based on the difference between the closing price of NuScale at December 31, 2025 and the year-to-date settlement price calculated per the agreement plus a discounted growth assumption through the estimated settlement date. No estimates are used in the determination of the fair value of our investment in NuScale or the forward sale contract.

Recent Accounting Pronouncements

Item is described in the Notes to Financial Statements.

Litigation and Matters in Dispute Resolution

Item is described in the Notes to Financial Statements.

Table of Contents

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity arises from available cash and cash equivalents and marketable securities, cash generated from operations, capacity under our credit facility and, when necessary, access to capital markets. In 2026, liquidity is expected to be positively impacted by the proceeds from the sales of NuScale shares and the fabrication yard in China. We have committed and uncommitted lines of credit available for revolving loans and letters of credit. We believe that for at least the next 12 months, anticipated cash generated from operations, along with our unused credit capacity and cash position, is sufficient to support operating requirements and debt maturities. We regularly review our sources and uses of liquidity and may pursue opportunities to address our liquidity needs.

Our credit facility contains provisions that will require us to provide collateral to secure the facility should we be downgraded to BB by S&P and Ba2 by Moody's, which is a one notch downgrade from both agencies' current ratings. If we were required to provide collateral, it would consist broadly of liens on our U.S. assets.

As of December 31, 2025, letters of credit totaling $424 million were outstanding under our $2.2 billion credit facility, which matures in February 2028. This credit facility contains customary financial covenants, including a debt-to-capitalization ratio that cannot exceed 0.60 to 1.00, based upon total shareholders' equity excluding AOCI, a limitation on the aggregate amount of debt of the greater of $750 million or €750 million for our subsidiaries, and a minimum liquidity threshold of $1.1 billion, all as defined in the amended credit facility, which may be reduced to $1.0 billion upon the repayment of debt. Borrowings under the facility, which may be denominated in USD, EUR or GBP, bear interest at a base rate, plus an applicable borrowing margin. As of December 31, 2025 and through the issuance of this 10-K, we had not made any borrowings under our credit line. We have a sub-limit of up to $1.0 billion in aggregate cash advances and financial letters of credit available to us under our credit facility with a current borrowing capacity of $901 million.

Cash and cash equivalents combined with marketable securities were $2.2 billion and $3.0 billionas of December 31, 2025 and 2024, respectively. Cash and cash equivalents are held in numerous accounts throughout the world to fund our global project execution activities. Non-U.S. cash and cash equivalents amounted to $820 million and $1.1 billion as of December 31, 2025 and 2024. Non-U.S. cash and cash equivalents exclude deposits of U.S. legal entities that are invested in offshore, overnight accounts or short-term time deposits, to which there is unrestricted access.

Cash and cash equivalents held by our consolidated variable interest entities (which totaled $328 million and $333 million as of December 31, 2025 and 2024, respectively) were not necessarily readily available for general purposes. We do not include our share of cash held by our proportionately consolidated joint ventures and partnerships in our consolidated cash balances even though these amounts may be significant. We also consider the extent to which client advances (which totaled $14 million and $79 million as of December 31, 2025 and 2024, respectively) are likely to be sustained or consumed over the near term for project execution activities and the cash flow requirements of our various foreign operations. In some cases, it may not be financially efficient to move cash and cash equivalents between countries due to statutory dividend limitations and/or adverse tax consequences. We did not consider any cash to be permanently reinvested outside the U.S. as of December 31, 2025 and 2024, other than unremitted earnings required to meet our working capital and long-term investment needs in non-U.S. foreign jurisdictions where we operate.

In 2025, we sold 15 million of our NuScale shares for net proceeds of $605 million. In February 2026, we completed the sale of 71 million shares of NuScale via a variable price forward sale agreement, generating total proceeds of $1.35 billion. We expect to monetize the remaining 40 million shares of NuScale using similar structured programs and expect that all remaining ownership in NuScale should be sold by the second quarter of 2026.

During 2025, we used $754 million to repurchase and cancel 18 million shares of common stock under our repurchase program. Over 10 million shares could still be purchased under the repurchase program as of December 31, 2025, but in February 2026 our board authorized a 30 million share expansion to the repurchase program. We are targeting approximately $1.4 billion in share repurchases in 2026, including $500 million in the first quarter.

Table of Contents

Year Ended December 31,

INVESTING CASH FLOW

Proceeds from the sale of NuScale shares 605 — —

NuScale cash deconsolidated — (131) —

Proceeds from sales of assets (net of cash divested) 63 82 (5)

Investments in partnerships and joint ventures (278) (93) (33)

Return of capital from partnerships and joint ventures 22 34 8

Other — (1) —

FINANCING CASH FLOW

Repurchase of common stock (754) (125) —

Proceeds from issuance of 2029 Notes, net of issuance costs — — 560

Capped call transactions related to 2029 Notes — — (73)

Purchases and retirement of debt (37) (57) (249)

Proceeds from NuScale share issuance (net of issuance fees) — 80 —

Dividends paid on CPS — — (29)

Make-whole payment on conversion of CPS — — (27)

Distributions paid to NCI (64) (14) (53)

Capital contributions by NCI 65 — 10

Other (7) — (12)

Effect of exchange rate changes on cash 53 (69) 18

Increase (decrease) in cash and cash equivalents (694) 310 80

Cash and cash equivalents at beginning of year 2,829 2,519 2,439

Cash and cash equivalents at end of year $ 2,135 $ 2,829 $ 2,519

(1) Operating cash flow in 2025 included a payment of $642 million to Santos, net of insurance recoveries, for a judgment related to a reimbursable project completed by us in 2015.

Operating Activities

Cash flows from operating activities result primarily from our core EPC activities and are affected by our earnings level and changes in working capital associated with such activities. Working capital levels vary from period to period and are primarily affected by our volume of work and billing schedules on our projects. These levels are also impacted by the stage of completion and commercial terms of engineering and construction projects, as well as our execution of our projects compared to their budget. Working capital requirements also vary by project as well as the payments terms agreed to with our clients, vendors and subcontractors. Most contracts require payments as the projects progress. Additionally, certain projects receive advance payments from clients. A typical trend for our lump-sum projects is to have higher cash balances during the initial phases of execution due to deposits paid to us which then diminish toward the end of the construction phase. As a result, our cash position is reduced as customer advances are utilized, unless they are replaced by advances on other projects. We maintain cash reserves and borrowing facilities to provide additional working capital in the event that a project’s net operating cash outflows exceed its available cash balances. As of December 31, 2025, our backlog included $255 million for ongoing legacy projects in a loss position, including approximately $212 million of estimated unfunded losses associated therewith. The comparable amounts in 2024 were $702 million of backlog and $237 million of unfunded losses.

Our operating cash flow for 2025 was significantly impacted by $642 million paid to Santos, net of insurance recoveries, upon a judgment over Santos’ efforts to recover costs related to a reimbursable project completed by us in 2015. This decline was partially offset by decreases in working capital on several large projects as well as distributions from a large Energy Solutions joint venture. During 2025, we funded $74 million on 2 consolidated infrastructure projects.

Table of Contents

Investing Activities

During 2025, we converted all 126 million of our NuScale voting shares (along with the associated ownership units in NuScale's operating subsidiary) into registered shares. We sold 15 million of those shares for net proceeds of $605 million during 2025. In February 2026, we completed the sale of 71 million shares for proceeds of $1.35 billion.

We hold cash in bank deposits and marketable securities which are governed by our investment policy. This policy focuses on, in order of priority, the preservation of capital, maintenance of liquidity and maximization of yield. These investments may include money market funds, bank deposits placed with highly-rated financial institutions, repurchase agreements that are fully collateralized by U.S. Government-related securities, high-grade commercial paper and high quality short-term and medium-term fixed income securities.

Capital expenditures in 2025 primarily related to investments in IT compared to expenditures for improvements to our new office lease in Houston in 2024.

Net proceeds from sales of assets during 2025 included $61 million from the sale of Stork's U.K. operations compared to $67 million from the sale of Stork's European business in 2024.

Investments in partnerships and joint ventures in 2025 included $158 million in funding on a proportionately consolidated loss project for an infrastructure joint venture, $38 million in funding on an Energy Solutions joint venture and $33 million in funding to a separate infrastructure joint venture to make a legal settlement payment. Investments in partnerships and joint ventures in 2024 included capital contributions to an infrastructure joint venture, an Energy Solutions joint venture and a Mission Solutions joint venture.

Return of capital from partnerships and joint ventures in 2024 included capital distribution from an infrastructure joint venture.

Financing Activities

We have an ongoing stock repurchase program, authorized by our Board of Directors, to purchase shares in the open market or privately negotiated transactions at our discretion. During 2025, we repurchased 18 million shares of common stock under the repurchase program for total consideration of $754 million. As of December 31, 2025, over 10 million shares could still be purchased under the repurchase program which was expanded by 30 million shares by our board in February 2026.

Key provisions of our debt and debt-related matters are described in the notes to the financial statements. During 2025 and 2024, we redeemed $37 million and $57 million, respectively, of aggregate outstanding 2028 Notes, with an immaterial impact on earnings in both years. During 2023, we redeemed the remaining €129 million of outstanding 2023 Notes for $140 million and completed a tender offer in which we repurchased $115 million of outstanding 2024 Notes, excluding accrued interest, for consideration of $975.03 per $1,000 principal amount of the notes.

In August 2023, we issued our 1.125% Convertible Senior Notes (the “2029 Notes”). The conversion rate for the 2029 Notes is 22.0420 shares of common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of $45.37 per share. Holders may convert their 2029 Notes any time before May 2029 under the following conditions:

•if the last reported price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to $58.98 on each applicable trading day;

•during the 5-business day period after any 5-consecutive trading day period in which the trading price of the 2029 Notes was less than 98% of the product of the last reported stock price and the conversion rate;

•if we call any or all of the 2029 Notes for redemption; or

•upon the occurrence of specified events as described in the applicable indenture.

In addition, holders may convert their 2029 Notes any time beginning in May 2029 and prior to maturity without regard to the foregoing circumstances. Upon any conversion, we will repay the principal amount of the notes in cash and may elect to convey the conversion premium in any combination of cash and shares of our common stock. Certain events could cause the conversion rate to increase, including a make-whole fundamental change or redemption, but in no event will the conversion rate for a single note exceed 29.2056 shares of our common stock, other than for customary adjustments described in the applicable indenture.

Table of Contents

After August 2026, we may elect to redeem up to all of the outstanding 2029 Notes if our common stock has a prevailing per share closing price in excess of $58.98. In such election, all principal would be settled in cash and could result in a make-whole premium if the holders also elect to convert. We may elect to pay any make-whole premium in any combination of cash and shares of our common stock.

In connection with the 2029 Notes offering, we entered into capped call transactions with certain banks. The strike price of the capped call options corresponds to the conversion price of the 2029 Notes of $45.37 per share. The capped call options are expected to offset potential dilution to our common stock upon conversion of any 2029 Notes and/or offset any cash payments we are required to make for any conversion premium if our stock price is greater than $45.37. The upper limit of the capped calls is $68.48 per share. If our stock price exceeds $68.48, there would be unmitigated dilution and/or no offset of any cash payments attributable to the amount by which our stock exceeds the cap price. We will not be required to make any cash payments to option counterparties upon the exercise of capped call options, but we will be entitled to receive from them shares of our common stock or an amount of cash based on the amount by which the market price of our common stock exceeds the strike price of the capped calls.

Distributions paid to holders of NCI represent cash outflows to partners of consolidated partnerships or joint ventures created primarily for the execution of single contracts or projects. Distributions in 2025 related to 2 consolidated infrastructure projects and a Mission Solutions joint venture. Distributions in 2024 related to the same Mission Solutions joint venture.

During 2024, prior to its deconsolidation, NuScale received $80 million in proceeds from the issuance of their common stock.

Letters of Credit

As of December 31, 2025, letters of credit totaling $424 million were outstanding under committed lines of credit. As of December 31, 2025, letters of credit totaling $918 million were outstanding under uncommitted lines of credit including letters of credit totaling $347 million for two lump-sum projects in Kuwait that are substantially complete except for the resolution of unapproved change orders and extension of time claims. Letters of credit are ordinarily provided to indemnify our clients if we fail to perform our obligations under our contracts. Surety bonds may be used as an alternative to letters of credit.

Guarantees

The maximum potential amount of future payments that we could be required to make under outstanding performance guarantees, which represents the remaining cost of work to be performed, was estimated to be $14 billion as of December 31, 2025.

Financial guarantees, made in the ordinary course of business in certain limited circumstances, are entered into with financial institutions and other credit grantors and generally obligate us to make payment in the event of a default by the borrower. These arrangements generally require the borrower to pledge collateral to support the fulfillment of the borrower’s obligation.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We have cash and marketable securities on deposit with major banks throughout the world. Such deposits are placed with high quality institutions and the amounts invested in any single institution are limited to the extent possible in order to minimize concentration of counterparty credit risk. Marketable securities may consist of time deposits, registered money market funds, U.S. agency securities, U.S. Treasury securities, commercial paper, non-U.S. government securities and corporate debt securities. We have not incurred any credit risk losses related to deposits in cash or investments in marketable securities.

Certain of our contracts are subject to foreign currency risk. We limit exposure to foreign currency fluctuations in most of our contracts through provisions that specify client payments in currencies corresponding to the currency in which cost is expected to be incurred. As a result, we generally have limited situations in which we have to mitigate foreign currency exposure with derivatives.

Our results reported by foreign subsidiaries with non-U.S. dollar functional currencies are also affected by foreign currency volatility. When the U.S. dollar appreciates against the non-U.S. dollar functional currencies of these subsidiaries, our reported revenue, cost and earnings, after translation into U.S. dollars, are lower than what they would have been had the U.S. dollar depreciated against the same foreign currencies or if there had been no change in the exchange rates.

Table of Contents

Our long-term debt typically features a fixed-rate coupon. The fees we pay on our outstanding letters of credit are also fixed rates based on our credit ratings. Therefore, our exposure to floating interest rates is not material to interest expense. However, in the future, any new debt issuances could be exposed to increasing interest rates or feature floating interest rates.

Item 8. Financial Statements and Supplementary Data

The information required by this Item is submitted as a separate section of this Form 10-K as described in Item 15.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As defined in Rule 13a-15 and 15d-15 of the Exchange Act, our management, with the participation of our CEO and CFO, is responsible for establishing and maintaining disclosure controls and procedures. These controls and procedures should be designed to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including the CEO and CFO, to allow timely decisions regarding required disclosure.

Based on their evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective as of December 31, 2025.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate ICFR that is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with GAAP.

Our management, including our CEO and CFO, conducted an assessment of the effectiveness of our ICFR as of December 31, 2025 based upon the framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013) and concluded that our ICFR was effective.

Ernst & Young LLP, our independent registered public accounting firm, has issued an attestation report on the effectiveness of our ICFR. Their report follows this management report.

Changes in Internal Control over Financial Reporting

There have been no changes in our ICFR during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our ICFR.

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Fluor Corporation

Opinion on Internal Control Over Financial Reporting

We have audited Fluor Corporation’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Fluor Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 17, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s

Table of Contents

Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Dallas, Texas

February 17, 2026

Table of Contents

Item 9B. Other Information

Rule 10b5-1 Trading Plans

During the quarter ended December 31, 2025, the following individuals adopted or terminated Rule 10b5-1 trading arrangements (as defined in Item 408(a) of Regulation S-K) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act:

•On December 4, 2025, Alvin C. Collins III,Business Group President, Mission Solutions, adopted a 10b5-1 trading arrangement providing for the sale of up to 15,712 shares of common stock and the exercise of up to 5,712 stock options (including the sale of the underlying shares of common stock), subject to certain conditions, which will terminate on March 10, 2027.

•On December 4, 2025, Anthony Morgan, Business Group President, Urban Solutions, terminated a 10b5-1 trading arrangement previously adopted on August 7, 2025. The terminated plan provided for the sale of up to 8,500 shares of common stock and the exercise of up to 6,813 stock options (including the sale of the underlying shares of common stock), subject to certain conditions.

•On December 5, 2025, Anthony Morgan, Business Group President, Urban Solutions, adopted a 10b5-1 trading arrangement providing for the sale of up to 8,500 shares of common stock and the exercise of up to 3,426 stock options (including the sale of the underlying shares of common stock), subject to certain conditions, which will terminate on February 23, 2027.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors, Executive Officers, Promoters and Control Persons

Except as provided below, the information required by this item will be included in our definitive proxy statement to be filed with the SEC pursuant to Regulation 14A within 120 days after the close of our fiscal year (our "Proxy Statement") and is incorporated herein by reference. The information required by Paragraph (b) of Item 401 of Regulation S-K, as well as the information required by Paragraphs (d) — (f) of that Item to the extent the required information pertains to our executive officers, is set forth herein at Part I, Item 1 of this 2025 10-K under the heading "Information about our Executive Officers."

Code of Ethics

We have long maintained and enforced a Code of Business Conduct and Ethics that applies to all employees, including our CEO, CFO and CAO. A copy of our Code of Business Conduct and Ethics, as amended, has been posted on the "Compliance and Ethics" portion of our website (www.fluor.com).

We intend to continue to disclose any changes or amendments to our code of ethics or waivers from our code of ethics applicable to our CEO, CFO and CAO by posting such changes or waivers to our website within 4 business days of any amendment or waiver.

Insider Trading Policy

We have adopted an insider trading policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees and contractors that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable exchange listing standards. We also comply with all applicable laws (including appropriate approvals by the Board of Directors or appropriate committee if required) when engaging in transactions in our own securities. A copy of our insider trading policy is filed as Exhibit 19.1 to this 2025 10-K.

Corporate Governance

We have adopted corporate governance guidelines, which are available under "Governance" on our website (www.fluor.com).

Item 11. Executive Compensation

Information required by this item will be included in our Proxy Statement, which information is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information

The following table provides information as of December 31, 2025 with respect to the shares of common stock that may be issued under our equity compensation plans:

Equity compensation plans not approved by stockholders(2) 283,281 $17.20(3) —

_______________________________________________________________________________

(1)Consists of (a) the Amended and Restated 2008 Executive Performance Incentive Plan, under which 1,039,546 shares are issuable upon exercise of outstanding options, and under which no shares remain for future issuance; (b) the 2017 Performance Incentive Plan, under which 751,021 shares are issuable upon exercise of outstanding options, and under which no shares remain available for issuance; (c) the 2020 Performance Incentive Plan, under which 1,155,323 shares are issuable upon exercise of outstanding options, 941,903 shares are issuable upon vesting of outstanding RSUs, 780,972

Table of Contents

shares are issuable if specified performance targets are met under outstanding performance-based award units, and under which 6,421,510 remain available for issuance; and (d) 4,989, 15,450 and 48,594 vested RSUs under the 2008 Executive Performance Plan, 2017 Performance Incentive Plan and 2020 Performance Incentive Plan, respectively, that were deferred by non-associate directors participating in the 409A Director Deferred Compensation Program that are distributable in the form of shares.

(2)Consists of inducement awards made to Mr. David E. Constable in connection with his appointment as CEO in 2021.

(3)Weighted-average exercise price of outstanding options only.

The additional information required by this item will be included in our Proxy Statement, which information is incorporated by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information required by this item will be included in our Proxy Statement, which information is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

Information required by this item will be included in our Proxy Statement, which information is incorporated herein by reference.

Table of Contents

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a)Documents filed as part of this 2025 10-K:

1.Financial Statements:

Our consolidated financial statements at December 31, 2025 and 2024 and for each of the 3 years in the period ended December 31, 2025, together with the report of our independent registered public accounting firm on those consolidated financial statements are hereby filed as part of this 2025 10-K, beginning on page F-1.

2.Financial Statement Schedules:

No financial statement schedules are presented since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto.

3.Exhibits:

NuScale is a significant equity method investment, and therefore, separate audited financial statements for NuScale are required to be included in the 2025 10-K. We intend to file a Form 10-K/A to include NuScale's audited financial statements for the year ended December 31, 2025.

Exhibit Description

4.8 Form of 1.125% Convertible Senior Note due 2029 (included in Exhibit 4.7).

Table of Contents

Exhibit Description

Table of Contents

Exhibit Description

10.25 Summary of Fluor Corporation Non-Management Director Compensation.* **

21.1 Subsidiaries of the registrant.*

23.1 Consent of Independent Registered Public Accounting Firm.*

95.1 Mine Safety Disclosure.*

101.INS Inline XBRL Instance Document.*

101.SCH Inline XBRL Taxonomy Extension Schema Document.*

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.*

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.*

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.*

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.*

_______________________________________________________________________________

* Exhibit filed with this report.

** Management contract or compensatory plan or arrangement.

Table of Contents

Attached as Exhibit 101 to this report are the following documents formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statement of Operations for the years ended December 31, 2025, 2024 and 2023, (ii) the Consolidated Balance Sheet at December 31, 2025 and December 31, 2024, (iii) the Consolidated Statement of Cash Flows for the years ended December 31, 2025, 2024 and 2023 and (iv) the Consolidated Statement of Equity for the years ended December 31, 2025, 2024 and 2023.

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this 2025 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

FLUOR CORPORATION

By: /s/ JOHN C. REGAN

John C. Regan,Chief Financial Officer

February 17, 2026

Pursuant to the requirements of the Securities Exchange Act of 1934, this 2025 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Table of Contents

Signature Title Date

Principal Executive Officer and Director:

/s/ JAMES R. BREUER

James R. Breuer Chief Executive Officer and Director February 17, 2026

Principal Financial Officer:

/s/ JOHN C. REGAN

John C. Regan Chief Financial Officer February 17, 2026

Principal Accounting Officer:

/s/ JAMES P. ELLIOTT

James P. Elliott Chief Accounting Officer February 17, 2026

Other Directors:

/s/ DAVID E. CONSTABLE

David E. Constable Executive Chairman February 17, 2026

/s/ ALAN M. BENNETT

Alan M. Bennett Director February 17, 2026

/s/ ROSEMARY T. BERKERY

Rosemary T. Berkery Director February 17, 2026

/s/ CHARLES BLANKENSHIP

Charles Blankenship Director February 17, 2026

/s/ H. PAULETT EBERHART

H. Paulett Eberhart Director February 17, 2026

/s/ LISA GLATCH

Lisa Glatch Director February 17, 2026

/s/ JAMES T. HACKETT

James T. Hackett Director February 17, 2026

/s/ TERI P. MCCLURE

Teri P. McClure Director February 17, 2026

/s/ MATTHEW K. ROSE

Matthew K. Rose Director February 17, 2026

Table of Contents

FLUOR CORPORATION

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS PAGE

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) F-2

Consolidated Statement of Operations F-4

Consolidated Statement of Comprehensive Income F-5

Consolidated Balance Sheet F-6

Consolidated Statement of Cash Flows F-7

Consolidated Statement of Changes in Equity F-8

Notes to Consolidated Financial Statements F-9

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of Fluor Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Fluor Corporation (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in

Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 17, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.

Revenue recognition on certain engineering and construction contracts

F-2

Table of Contents

/s/ Ernst & Young LLP

We have served as the Company‘s auditor since 1973.

Dallas, Texas

February 17, 2026

F-3

Table of Contents

FLUOR CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

Year Ended December 31,

Foreign currency gain (loss) (62) 92 (98)

Interest expense (42) (46) (60)

Net earnings (loss) before equity method earnings (272) (21) 79

Less: Net earnings (loss) attributable to NCI (11) (61) (60)

Net earnings (loss) attributable to Fluor $ (51) $ 2,145 $ 139

Less: Dividends on CPS — — 29

Less: Make-whole payment on conversion of CPS — — 27

Net earnings (loss) available to Fluor common stockholders $ (51) $ 2,145 $ 83

Basic EPS available to Fluor common stockholders $ (0.31) $ 12.48 $ 0.55

Diluted EPS available to Fluor common stockholders $ (0.31) $ 12.30 $ 0.54

The accompanying notes are an integral part of these financial statements.

F-4

Table of Contents

FLUOR CORPORATION

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Year Ended December 31,

OCI, net of tax:

Foreign currency translation adjustment 80 (60) 99

Ownership share of equity method investees' OCI 6 (13) (7)

Total OCI, net of tax 85 (78) 94

Less: Comprehensive income (loss) attributable to NCI (11) (57) (63)

Comprehensive income attributable to Fluor $ 34 $ 2,063 $ 236

The accompanying notes are an integral part of these financial statements.

F-5

Table of Contents

FLUOR CORPORATION

CONSOLIDATED BALANCE SHEET

ASSETS

Current assets

Cash and cash equivalents ($328 and $333 related to VIEs) $ 2,135 $ 2,829

Marketable securities 59 130

Accounts receivable, net ($142 and $92 related to VIEs) 1,073 921

Investment in NuScale(1) 1,579 —

Other current assets ($26 and $32 related to VIEs) 450 157

Noncurrent assets

Other assets ($17 related to VIEs for both periods) 787 646

LIABILITIES AND EQUITY

Current liabilities

Accrued salaries, wages and benefits ($9 and $18 related to VIEs) 621 640

Other accrued liabilities ($31 and $37 related to VIEs) 642 527

Other noncurrent liabilities ($3 related to VIEs for both periods) 505 508

Contingencies and commitments

Equity

Shareholders' equity

Total liabilities and equity $ 8,236 $ 9,143

The accompanying notes are an integral part of these financial statements.

(1) Our investment in NuScale was included in Investments as of December 31, 2024.

F-6

Table of Contents

FLUOR CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

Year Ended December 31,

OPERATING CASH FLOW

Adjustments to reconcile net earnings (loss) to operating cash flow:

Equity method earnings, net of taxes (302) (1,729) —

Depreciation and amortization 68 73 74

(Gain) loss on sales of assets (7) (14) 150

Stock-based compensation 30 31 48

Changes in assets and liabilities 402 347 (114)

INVESTING CASH FLOW

Proceeds from the sale of NuScale shares 605 — —

Purchases of marketable securities (146) (205) (426)

Proceeds from sales and maturities of marketable securities 221 145 285

NuScale cash deconsolidated — (131) —

Proceeds from sales of assets (net of cash divested) 63 82 (5)

Investments in partnerships and joint ventures (278) (93) (33)

Return of capital from partnerships and joint ventures 22 34 8

Other — (1) —

FINANCING CASH FLOW

Repurchase of common stock (754) (125) —

Proceeds from issuance of 2029 Notes, net of issuance costs — — 560

Capped call transactions related to 2029 Notes — — (73)

Purchases and retirement of debt (37) (57) (249)

Proceeds from NuScale share issuance (net of issuance fees) — 80 —

Dividends paid on CPS — — (29)

Make-whole payment on conversion of CPS — — (27)

Distributions paid to NCI (64) (14) (53)

Capital contributions by NCI 65 — 10

Other (7) — (12)

Effect of exchange rate changes on cash 53 (69) 18

Increase (decrease) in cash and cash equivalents (694) 310 80

Cash and cash equivalents at beginning of year 2,829 2,519 2,439

Cash and cash equivalents at end of year $ 2,135 $ 2,829 $ 2,519

The accompanying notes are an integral part of these financial statements.

(1) Operating cash flow in 2025 included a payment of $642 million to Santos, net of insurance recoveries, for a judgment related to a reimbursable project completed by us in 2015.

F-7

Table of Contents

FLUOR CORPORATION

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Shares Amount Shares Amount

Dividends on CPS ($48.75 per share) — — — — — — (29) (29) — (29)

Capped call transactions related to 2029 Notes — — — — (73) — — (73) — (73)

Distributions to NCI, net of contributions — — — — — — — — (43) (43)

Other NCI transactions — — — — 14 — — 14 7 21

Stock-based plan activity — — 1 — 33 — — 33 — 33

Distributions to NCI, net of contributions — — — — — — — — 29 29

Other NCI transactions — — — — 44 — — 44 (41) 3

Stock-based plan activity — — 1 — 27 — — 27 — 27

Repurchase of common stock — — (2) — (125) — — (125) — (125)

Net earnings (loss) — — — — — — (51) (51) (11) (62)

Contributions from NCI, net of distributions — — — — — — — — 2 2

Stock-based plan activity — — 1 — 23 — — 23 — 23

Repurchase of common stock — — (18) — (754) — (9) (763) — (763)

The accompanying notes are an integral part of these financial statements.

F-8

Table of Contents

FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS

1. Description of Business

Through our subsidiaries and joint ventures, we stand among the world's leading professional services firms, offering EPC and project management services. We provide these services to our clients in diverse industries worldwide including life sciences, advanced technologies and manufacturing, data centers, mining and metals, gas and nuclear derived power, infrastructure, chemicals, LNG, and oil and gas production and fuels. We are also a service provider to the U.S. federal government and governments abroad.

Our operations are organized into 3 principal segments: Urban Solutions, Energy Solutions and Mission Solutions. Additional activities are reported under our Other segment.

Urban Solutions provides EPC and project management services to the advanced technologies and manufacturing, life sciences, mining and metals, infrastructure industries and via professional staffing services. This segment also includes our operations and maintenance business.

Energy Solutions offers EPC services for traditional oil and gas markets, including the production and fuels, chemicals, LNG and power markets. The segment serves these industries with comprehensive project life-cycle services, including expansion and modernization projects as well as in sustaining capital work. The segment also supports energy transition markets, including nuclear power and other low-carbon energy sources, asset decarbonization, carbon capture, renewable fuels, green chemicals and hydrogen.

Mission Solutions delivers advanced technical services to the U.S. and other governments. This segment works with the DOE and the National Nuclear Security Administration, the DOD, FEMA and intelligence agencies. The segment also provides services to commercial nuclear clients.

2. Significant Accounting Policies

Principles of Consolidation

The financial statements include the accounts of Fluor Corporation and its subsidiaries. All intercompany transactions of consolidated subsidiaries are eliminated. Certain amounts in 2024 and 2023 have been reclassified to conform to the 2025 presentation. Certain amounts in tables may not total or agree to the financial statements due to immaterial rounding differences. Management has evaluated all material events occurring subsequent to December 31, 2025 through the filing date of the 2025 10-K.

We frequently form joint ventures or partnerships with others primarily for the execution of single contracts or projects. If a joint venture or partnership is a VIE and we are the primary beneficiary, the joint venture or partnership is consolidated and our partners' interests are recognized as NCI. As is customary in our industry, for unconsolidated construction partnerships and joint ventures, we generally recognize our proportionate share of revenue, cost and profit and use the one-line equity method for the investment. In other instances, the cost and equity methods of accounting are used, depending on our respective ownership interest and amount of influence we have over the entity, as well as other factors. At times, we also execute projects through collaborative arrangements for which we recognize our relative share of revenue and cost.

Equity Method Investment with Fair Value Option

We elected the fair value option of accounting for our investment in NuScale that would have otherwise been recorded under the equity method of accounting. We recognize the fair value of our investment in NuScale on a mark-to-market basis based upon the prevailing price of their stock on our balance sheet dates. The changes in the fair value of our investment in NuScale are recorded quarterly in the statement of operations.

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect reported amounts. These estimates are based on information available through the date of the issuance of the financial statements. Therefore, actual results could differ from those estimates.

F-9

Table of Contents

FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

Earnings Per Share

Potentially dilutive securities include convertible debt, performance-based award units, RSUs, stock options and, prior to their conversion in 2023, our CPS. Diluted EPS reflects the assumed exercise or conversion of all dilutive securities using the if-converted and treasury stock methods. In computing diluted EPS, only securities that are actually dilutive are included.

Foreign Currency Translation

Our reporting currency is the U.S. dollar. For our international subsidiaries, the functional currency is typically the currency of the primary economic environment in which each subsidiary operates. Translation gains and losses are recorded in OCI. Gains and losses from remeasuring foreign currency transactions into the functional currency are recognized in earnings.

Revenue Recognition

Engineering and construction contracts. We recognize engineering and construction contract revenue over time as we provide services to satisfy our performance obligations. We generally use the cost-to-cost percentage-of-completion measure of progress as it best depicts how control transfers to our clients. The cost-to-cost approach measures progress towards completion based on the ratio of cost incurred to date compared to total estimated contract cost. Engineering and construction contracts are generally accounted for as a single unit of account (a single performance obligation) and are not segmented between types of services on a single project. Cost of revenue includes an allocation of depreciation and amortization. Where applicable, CFM, labor and equipment as well as subcontractor materials, labor and equipment, are included in revenue and cost of revenue when we believe that we are acting as a principal rather than as an agent (i.e., we integrate the materials, labor and equipment into the deliverables promised to the customer). CFM are only included in revenue and cost when the contract includes construction activity and we have visibility into the amount the customer is paying for the materials or there is a reasonable basis for estimating the amount. If we lose visibility mid-project with respect to cost or receipt, we cease recognizing future CFM but do not de-recognize previous amounts of CFM. Changes to total estimated contract cost or losses, if any, are recognized in the period in which they are determined as assessed at the contract level. Pre-contract costs are expensed as incurred unless they are expected to be recovered from the client. Project mobilization costs are generally charged to project costs as incurred when they are an integrated part of the performance obligation being transferred to the client. Customer payments on engineering and construction contracts are typically due within 30 to 45 days of billing, depending on the contract.

Service Contracts. If we have a right to consideration from a customer in an amount that corresponds directly with the value of our performance completed to date (a service contract in which we bill a fixed amount for each hour of service provided), we recognize revenue in the amount to which we have a right to invoice for services performed. For the majority of our operations and maintenance contracts, revenue is recognized when services are performed and contractually billable. For all other service contracts, we recognize revenue over time using the cost-to-cost percentage-of-completion method. Service contracts that include multiple performance obligations are segmented between types of services. For contracts with multiple performance obligations, we allocate the transaction price to each performance obligation using an estimate of the stand-alone selling price of each distinct service in the contract. Customer payments on service contracts are typically due within 30 to 90 days of billing, depending on the contract.

Other. We generally provide limited duration warranties for work performed under our contracts. Historically, warranty claims have not resulted in material costs incurred, and any estimated costs for warranties are included in the individual project cost estimates for purposes of accounting for long-term contracts.

We do not adjust the contract price for the effects of a significant financing component where, at contract inception, the period between service provision and customer payment will be 1 year or less.

We exclude from the measurement of the transaction price all taxes assessed by governmental authorities that are collected by us from our customers (use taxes, value added taxes, some excise taxes). RUPO. RUPO represents a measure of the value of work to be performed on contracts awarded and in progress. Although RUPO reflects business that is considered to be firm, cancellations, deferrals or scope adjustments may occur. RUPO is adjusted to reflect any known project cancellations, revisions to project scope and cost, foreign currency exchange fluctuations and project deferrals, as appropriate. RUPO includes estimates of CFM in those instances where the criteria for recognition have been satisfied. RUPO includes only the amount of revenue we expect to recognize under contracts with definite terms and substantive termination provisions. Most of our contracts are subject to termination at the discretion of our client but typically provide for the

F-10

Table of Contents

FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

payment of fees earned through the date of termination and the reimbursement of other costs incurred including demobilization costs, which typically represent substantive penalties for purposes of determining the duration of our contracts.

Project Estimates. Due to the nature of our industry, there is significant complexity in our estimation of total expected revenue and cost, for which we must make significant judgments. Our contracts with our customers may contain several types of variable consideration, including claims, unpriced change orders, award and incentive fees, liquidated damages and penalties or other provisions that can either increase or decrease the contract price to arrive at estimated revenue. Certain variable consideration, such as award and incentive fees, generally are earned upon achievement of certain performance metrics, program milestones or cost targets and can be based upon customer discretion. We estimate variable consideration at the most likely amount to which we expect to be entitled upon completion of a project. We include estimated amounts in the transaction price to the extent it is probable we will realize that amount. Our estimates of variable consideration and our determination of its inclusion in project revenue are based on an assessment of our anticipated performance and other information that may be available to us.

•Complexity in original design;

•Extent of changes from original design;

•Different site conditions than assumed in our bid;

•The productivity, availability and skill level of labor;

•Weather conditions when executing a project;

•The technical maturity of the technologies involved;

•Length of time to complete the project;

•Availability and cost of equipment and materials;

•Subcontractor and joint venture partner performance;

•Expected costs of warranties; and

•Our ability to recover for additional contract costs.

We recognize changes in contract estimates on a cumulative catch-up basis in the period in which the changes are identified. Such changes in contract estimates can result in the recognition of revenue in a current period for performance obligations which were satisfied or partially satisfied in prior periods. Changes in contract estimates may also result in the reversal of previously recognized revenue if the current estimate adversely differs from the previous estimate. If we estimate that a project will have costs in excess of revenue, we recognize the total loss in the period it is identified.

Contract Assets and Liabilities

Contract assets represent revenue recognized in excess of amounts billed and include unbilled receivables (typically for cost reimbursable contracts) and contract work in progress (typically for fixed-price contracts). Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are recognized as accounts receivable when they are billed. We anticipate that substantially all incurred cost associated with contract assets as of December 31, 2025 will be billed and collected within 1 year. Contract liabilities represent amounts billed to clients in excess of revenue recognized to date.

Segment Reporting

Our Chief Executive Officer is our CODM. Segment profit is an earnings measure that our CODM utilizes to assess segment performance and allocate resources, primarily employees, to our segments. Segment profit is calculated as revenue less cost of revenue and earnings attributable to NCI.

F-11

Table of Contents

FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

We incur cost and expenses and hold certain assets at the corporate level which relate to our business as a whole. Certain of these amounts are allocated to our business segments by various methods, largely on the basis of estimated usage or on pro rata revenue. Total assets not allocated to segments and held in "Corporate and other" primarily include cash, marketable securities, income-tax related assets, deferred compensation trust assets and corporate property, plant and equipment.

Variable Interest Entities

We assess our partnerships and joint ventures at inception to determine if any meet the qualifications of a VIE. We consider a partnership or joint venture a VIE if it has any of the following characteristics:

(a) the total equity investment is not sufficient to permit the entity to finance its activities without additional subordinated financial support,

(b) characteristics of a controlling financial interest are missing (either the ability to make decisions through voting or other rights, the obligation to absorb the expected losses of the entity or the right to receive the expected residual returns of the entity), or

(c) the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity and/or their rights to receive the expected residual returns of the entity, and substantially all of the entity's activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights.

We regularly reassess our initial determination of whether the partnership or joint venture is a VIE. The majority of our partnerships and joint ventures qualify as VIEs because the total equity investment is typically nominal and not sufficient to permit the entity to finance its activities without additional subordinated financial support.

We also perform a qualitative assessment of each identified VIE to determine if we are its primary beneficiary. We conclude that we are the primary beneficiary and consolidate the VIE if we have both:

(a) the power to direct the economically significant activities of the entity and

(b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE.

We consider the contractual agreements that define the ownership structure, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties in determining if we are the primary beneficiary. We also consider all parties that have direct or implicit variable interests when determining whether we are the primary beneficiary. Management's assessment of who is the primary beneficiary of a VIE is regularly undertaken.

Cash and Cash Equivalents

Cash and cash equivalents include securities with maturities of 3 months or less at the date of purchase.

Marketable Securities

Marketable securities consist of time deposits placed with investment grade banks with original maturities greater than 3 months, which are typically held-to-maturity because we have the intent and ability to hold them until maturity. Held-to-maturity securities are carried at amortized cost. The cost of securities sold is determined by using the specific identification method. Marketable securities are assessed at least annually for other-than-temporary impairment.

Property, Plant and Equipment

Property, plant and equipment is recorded at cost. Leasehold improvements are amortized over the shorter of their economic lives or the lease terms.Depreciation is calculated using the straight-line method over the following ranges of estimated useful service lives, in years:

F-12

Table of Contents

FLUOR CORPORATION

NOTES TO FINANCIAL STATEMENTS (Continued)

Estimated Useful Service Lives

Building and leasehold improvements 6 – 20

Machinery and equipment 2 – 10

Furniture and fixtures 2 – 10

Income Taxes

Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in our financial statements or tax filings. We evaluate the realizability of our deferred tax assets and record a valuation allowance to reduce deferred tax assets to amounts that are more likely than not to be realized. The factors used to assess the likelihood of realization are our forecast of future taxable income and available tax planning strategies that could be implemented to realize such assets. Failure to achieve forecasted taxable income could affect the ultimate realization of deferred tax assets and could adversely impact our future effective tax rate.

Income tax positions are recognized when they meet a more-likely-than-not recognition threshold. Previously recognized tax positions that no longer meet the more-likely-than-not threshold are derecognized upon such determination. We recognize potential interest and penalties related to unrecognized tax positions as a component of income tax expense.

Judgment is required in determining the provision for income taxes as we consider our worldwide taxable earnings and the impact of the continuing audit process conducted by relevant tax authorities. The final outcome of any audits could differ materially from amounts recognized by us. We account for the GILTI effects in the period that is subject to such tax.

Embedded Derivatives

We attempt to limit foreign currency exposure in most of our contracts by denominating contract revenue in the currencies in which cost is incurred. In certain limited circumstances, foreign currency payment provisions could be deemed embedded derivatives. If an embedded foreign currency derivative is identified, the derivative is bifurcated from the host contract and the change in fair value is recognized through earnings.

Concentrations of Credit Risk

Accounts receivable and all contract work in progress are from clients in various industries and locations throughout the world. Most contracts require payments as the projects progress or, in certain cases, advance payments. We generally do not require collateral, but in most cases can place liens against the project assets or terminate the contract, if a material default occurs. We evaluate the counterparty credit risk as part of our bidding process, our project risk review process and in determining the appropriate level of reserves during project execution. We maintain reserves for potential credit losses and generally such losses have been minimal and within management's estimates.

We monitor the credit quality of our counterparties and establish reserves for any significant credit risk losses.

FLR US Equity

FLR · 10-K · period ended 2025-12-31

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

Item 15. Exhibits and Financial Statement Schedules

Item 16. Form 10-K Summary

FLR US Equity☆

FLR · 10-K · period ended 2025-12-31

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

Item 15. Exhibits and Financial Statement Schedules

Item 16. Form 10-K Summary

FLR US Equity