Fluor Announces Full Mandatory Conversion of Series A 6.50% Cumulative Perpetual Convertible Preferred Stock

Fluor Corporation (NYSE: FLR) (the “Company” or “Fluor”) announced today that it has exercised its mandatory conversion rights on its outstanding Series A 6.50% Cumulative Perpetual Convertible Preferred Stock (the “Preferred Stock”). All of the outstanding shares of Preferred Stock will automatically convert to shares of the Company’s common stock, $0.01 par value (“Common Stock”) plus a cash payment equal to the Mandatory Conversion Make-Whole Amount, effective September 27, 2023 (the “Mandatory Conversion Date”). For each share of Preferred Stock, holders of Preferred Stock will receive 44.9585 shares of Common Stock and a cash payment of $45.23 in respect of the Mandatory Conversion Make-Whole Amount. Fractional shares of Common Stock will be rounded up to the nearest whole share. All dividends on the Preferred Stock will cease to accumulate on the Mandatory Conversion Date, and no payment or adjustment shall be made upon conversion of Preferred Stock for accumulated dividends since the last record date.

“Today's announcement represents a key milestone in our journey to restore Fluor’s solid capital structure, support future growth and provide financial resiliency,” said Joe Brennan, Fluor’s chief financial officer. “The mandatory conversion of the Preferred Stock, along with our successful convertible debt offering last month, reinforces our financial discipline and enables a path towards returning capital to common stockholders.”

About Fluor Corporation

Fluor Corporation (NYSE: FLR) is building a better world by applying world-class expertise to solve its clients’ greatest challenges. Fluor’s 40,000 employees provide professional and technical solutions that deliver safe, well-executed, capital-efficient projects to clients around the world. Fluor had revenue of $13.7 billion in 2022 and is ranked 303 among the Fortune 500 companies. With headquarters in Irving, Texas, Fluor has provided engineering, procurement and construction services for more than 110 years.

Forward-Looking Statements: This press release may contain forward-looking statements (including without limitation statements to the effect that the Company or its management “will,” “believes,” “expects,” “anticipates,” “plans” or other similar expressions). Such forward-looking statements include, but are not limited to, statements that are not historical facts. Actual results may differ materially as a result of a number of factors. Caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, the Company’s results may differ materially from its expectations and projections. Additional information concerning factors that could affect the Company’s results can be found in the Company's public periodic filings with the Securities and Exchange Commission, including the discussion under the heading “Item 1A. Risk Factors” in the Company’s Form 10-K filed on February 21, 2023. Such filings are available either publicly or upon request from Fluor's Investor Relations Department: (469) 398-7222. The Company disclaims any intent or obligation other than as required by law to update its forward-looking statements in light of new information or future events.

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