Tax share withholding trims KBR (KBR) executive Douglas Hill holdings

Rhea-AI Filing Summary

KBR, INC. executive Douglas S. Hill reported a Form 4 transaction involving a tax-related share withholding rather than an open-market trade. On February 27, 2026, 223 shares of common stock were disposed of at $42.23 per share to cover withholding taxes due upon vesting. After this transaction, Hill directly owned 5,093 shares of KBR common stock.

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^*

Hill Douglas S

(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)
	Pres., Readiness & Sustainment

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		223(1)	D	$42.23	5,093	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 vesting.

Remarks:

	/s/ Sonia Galindo, Attorney-in-Fact	03/03/2026
	** 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.
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FAQ

What insider transaction did KBR (KBR) report for Douglas S. Hill?

KBR reported that executive Douglas S. Hill had 223 common shares withheld at $42.23 per share. The shares were used to satisfy tax withholding obligations arising from vesting, leaving him with 5,093 directly owned KBR shares after the transaction.

Was the KBR Form 4 transaction a market sale of shares?

The Form 4 transaction was not an open-market sale. It reflects 223 KBR common shares withheld at $42.23 per share to pay withholding taxes due upon vesting, as described by the tax-liability payment transaction code and accompanying footnote.

How many KBR shares does Douglas S. Hill own after this Form 4?

After the reported tax-withholding disposition, Douglas S. Hill directly owns 5,093 KBR common shares. This figure reflects his holdings following the withholding of 223 shares used to cover tax obligations tied to a vesting event.

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

Transaction code "F" indicates payment of an exercise price or tax liability by delivering securities. In this KBR filing, 223 common shares were withheld to cover withholding taxes due upon vesting, rather than being bought or sold on the open market.

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

The KBR tax-withholding disposition used a price of $42.23 per common share. At that price, 223 shares were withheld to satisfy tax obligations that arose when equity awards vested for executive Douglas S. Hill.