KBR (NYSE: KBR) EVP uses 1,439 shares to cover vesting tax liability

Rhea-AI Filing Summary

KBR, INC. executive Sonia Galindo, EVP, General Counsel & Corporate Secretary, reported a Form 4 transaction involving a tax-related share disposition. She disposed of 1,439 shares of common stock at $42.71 per share to cover withholding taxes due upon vesting of equity awards. Following this tax-withholding disposition, she holds 30,090.023 shares of KBR common stock in direct ownership.

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^*

GALINDO SONIA

(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, Gen. Counsel & Corp. Sec.

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		1,439(1)	D	$42.71	30,090.023	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/ Celia Balli, 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).
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FAQ

What insider transaction did KBR (KBR) executive Sonia Galindo report?

Sonia Galindo reported a tax-withholding disposition of 1,439 KBR common shares. The shares were withheld to satisfy tax obligations triggered by vesting of equity awards, rather than an open-market sale, and are recorded as a Form 4 non-derivative transaction.

Was the KBR (KBR) Form 4 transaction an open-market sale?

No, the Form 4 transaction was not an open-market sale. It was a tax-withholding disposition, where 1,439 shares were withheld to pay taxes upon vesting of equity awards, as described by transaction code F and the accompanying footnote.

How many KBR (KBR) shares did Sonia Galindo dispose of in this filing?

Sonia Galindo disposed of 1,439 KBR common shares in this transaction. The filing specifies that these shares were withheld to pay tax liabilities arising from vesting, rather than being sold in the market, and uses transaction code F to denote this treatment.

What is the reported price per share in the KBR (KBR) Form 4 transaction?

The Form 4 lists a transaction price of $42.71 per KBR common share. This price is used to calculate the value of the 1,439 shares withheld for taxes in connection with equity award vesting, as reflected in the non-derivative transaction section.

How many KBR (KBR) shares does Sonia Galindo own after this transaction?

After the tax-withholding disposition, Sonia Galindo directly owns 30,090.023 KBR common shares. This post-transaction balance is reported in the Form 4 and reflects her remaining direct ownership following the 1,439 shares withheld to satisfy vesting-related tax obligations.

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

Transaction code F indicates shares used to pay an exercise price or tax liability. In this case, the Form 4 notes that 1,439 shares were withheld to cover withholding taxes due upon vesting of equity awards, rather than being voluntarily sold in the market.