KBR (NYSE: KBR) CFO gets performance stock and withholds shares for taxes

Rhea-AI Filing Summary

KBR, INC. executive vice president and chief financial officer Shad E. Evans reported stock-based compensation activity involving company common stock. On this date, he acquired 889 shares at no cost through the achievement of a total stockholder return performance metric tied to a 2023 long-term performance cash and stock award. In a separate tax-related move, 395 shares were withheld at a price of $42.04 per share to cover withholding taxes due upon vesting. After these transactions, Evans directly owned a total of 27,640.46 KBR common shares.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Evans Shad E.

(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 & Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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	02/26/2026		A		889(1)	A	$0	28,035.46	D
Common Stock	02/26/2026		F		395(2)	D	$42.04	27,640.46	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 stock acquired as a result of the achievement of the total stockholder return performance metric of the KBR Long-Term Performance Cash and Stock Award granted in 2023.

2. Represents shares withheld to pay withholding taxes due upon vesting.

Remarks:

	/s/ Sonia Galindo, Attorney-in-Fact	03/02/2026
	** 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 did KBR (KBR) CFO Shad E. Evans report in this Form 4?

KBR CFO Shad E. Evans reported a stock-based compensation event involving common shares. He received a performance-based stock award and had some shares withheld to cover tax obligations upon vesting, leaving him with directly owned KBR common stock afterward.

How many KBR shares did the CFO acquire in the reported transaction?

Shad E. Evans acquired 889 shares of KBR common stock at no cost. The shares were issued due to achievement of a total stockholder return metric under a 2023 KBR Long-Term Performance Cash and Stock Award, reflecting performance-based compensation.

Why were some KBR shares disposed of in Shad E. Evans’ Form 4 filing?

The filing shows a disposition of 395 KBR common shares labeled as a tax-withholding transaction. These shares were withheld at $42.04 per share specifically to satisfy withholding tax obligations that arose when the performance-based stock award vested.

What type of performance metric triggered the KBR CFO’s stock award?

The stock award was triggered by achievement of a total stockholder return performance metric. This metric relates to the KBR Long-Term Performance Cash and Stock Award granted in 2023, linking executive compensation to shareholder return performance over the measurement period.

How many KBR shares does the CFO own after these transactions?

Following the reported stock acquisition and tax-withholding disposition, Shad E. Evans directly owns 27,640.46 shares of KBR common stock. This figure reflects his updated direct ownership after both compensation-related movements disclosed in the Form 4 filing.

Were the KBR CFO’s transactions open-market buys or sells?

The reported transactions were not open-market trades. One entry is a grant or award acquisition at no cost, and the other is a tax-withholding disposition where shares were withheld to cover taxes due upon vesting of the performance-based award.