Tax-withholding of 2,661 KBR (KBR) shares reported for EVP Mark Sopp

Rhea-AI Filing Summary

KBR, INC. executive Mark W. Sopp, EVP of Strategic Transactions, reported a tax-related share disposition involving company common stock. On February 22, 2026, 2,661 shares were withheld at $42.71 per share to cover withholding taxes due upon vesting, leaving him with 187,274 shares held directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SOPP MARK W

(Last) (First) (Middle)

C/O KBR, INC.

601 JEFFERSON STREET

(Street)

HOUSTON TX 77002

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KBR, INC. [ KBR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Strategic Transactions

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/22/2026		F		2,661(1)	D	$42.71	187,274	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld to pay withholding taxes due upon vestings.

Remarks:

	/s/ Sonia Galindo, Attorney-in-Fact	02/24/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did KBR (KBR) report for Mark W. Sopp?

KBR reported that EVP of Strategic Transactions Mark W. Sopp had 2,661 shares of common stock withheld to cover taxes upon vesting. This was a tax-withholding disposition, not an open-market purchase or sale.

How many KBR (KBR) shares were affected in Mark W. Sopp’s Form 4?

The Form 4 shows 2,661 shares of KBR common stock were withheld at $42.71 per share. These shares covered withholding taxes due when restricted stock vested, rather than reflecting a discretionary trade.

What price per share was used in the KBR (KBR) tax-withholding transaction?

The tax-withholding disposition used a price of $42.71 per KBR common share. This value is applied for reporting the shares withheld to satisfy tax obligations when equity awards vested for executive Mark W. Sopp.

How many KBR (KBR) shares does Mark W. Sopp hold after this Form 4 transaction?

After the reported tax-withholding disposition, Mark W. Sopp directly holds 187,274 shares of KBR common stock. This figure reflects his ownership following the 2,661 shares withheld to cover vesting-related tax liabilities.

Was the KBR (KBR) Form 4 transaction a market sale by Mark W. Sopp?

No, the transaction was not a market sale. The Form 4 states it was a tax-withholding disposition, where 2,661 shares were withheld to pay withholding taxes due upon vesting of equity awards.

What does transaction code F mean in the KBR (KBR) Form 4 filing?

Transaction code F indicates shares were used to pay an exercise price or tax liability. In this KBR filing, 2,661 shares were withheld to cover withholding taxes due when Mark W. Sopp’s awards vested.