KBR (KBR) EVP Mark Sopp reports tax-withholding share disposition in Form 4

Rhea-AI Filing Summary

KBR, INC. executive Mark W. Sopp, EVP, Strategic Transactions, reported a tax-withholding disposition of company stock. On February 27, 2026, 1,675 shares of KBR common stock were withheld at $42.23 per share to cover taxes due upon the vesting of equity awards, as noted in the footnote. After this withholding, Sopp’s directly held stake totaled 188,735 shares, indicating this was an administrative share reduction tied to compensation rather than an open-market trade.

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)
02/27/2026

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		1,675(1)	D	$42.23	188,735	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).
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FAQ

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

Mark W. Sopp reported a tax-related share disposition. KBR withheld 1,675 common shares at $42.23 per share to cover withholding taxes due when his equity awards vested, rather than executing an open-market sale of shares.

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

No, the Form 4 shows a tax-withholding disposition. The 1,675 KBR shares were withheld by the company to pay withholding taxes upon vesting, according to the footnote, instead of being sold on the open market.

How many KBR (KBR) shares were involved in Mark W. Sopp’s tax-withholding event?

The filing reports 1,675 KBR common shares involved. These shares were withheld at a price of $42.23 per share to satisfy withholding tax obligations tied to the vesting of Sopp’s equity-based compensation awards.

What does Mark W. Sopp’s Form 4 indicate about his remaining KBR (KBR) holdings?

After the tax-withholding disposition, Sopp directly held 188,735 KBR common shares. This figure in the Form 4 reflects his remaining direct ownership following the 1,675 shares withheld to satisfy tax obligations on vested awards.

How is the KBR (KBR) Form 4 transaction by Mark W. Sopp classified?

The transaction is coded “F” on the Form 4, indicating payment of tax liability by delivering securities. It is described as a tax-withholding disposition of KBR common stock linked to the vesting of equity awards, not a discretionary buy or sell.