KBR (NYSE: KBR) EVP Mark Sopp gets stock grant and withholds shares for taxes

Rhea-AI Filing Summary

KBR executive Mark W. Sopp reported equity compensation activity involving company common stock. He acquired 5,171 shares on February 26, 2026 through a grant tied to achievement of a total stockholder return performance metric from a 2023 long-term award, at a stated price of $0.0000 per share. On the same date, 2,035 shares at $42.04 per share were disposed of to cover withholding taxes due upon vesting. After these transactions, his directly held ownership stood at 190,410 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

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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)
02/26/2026

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		5,171(1)	A	$0	192,445	D
Common Stock	02/26/2026		F		2,035(2)	D	$42.04	190,410	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.
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FAQ

What did KBR (KBR) executive Mark W. Sopp report in this Form 4?

Mark W. Sopp reported equity compensation activity involving KBR common stock. He received a share grant tied to performance metrics and had additional shares withheld to satisfy tax obligations that arose when the award vested.

How many KBR shares did Mark W. Sopp acquire in the reported transaction?

He acquired 5,171 KBR common shares through a grant on February 26, 2026. The award resulted from achieving a total stockholder return performance metric under a 2023 long-term performance cash and stock award program.

Why were some KBR (KBR) shares disposed of in Mark W. Sopp’s Form 4?

2,035 KBR shares were disposed of to pay withholding taxes due upon vesting. This tax-withholding disposition used shares instead of cash and is distinct from an open-market sale transaction.

What was Mark W. Sopp’s KBR share ownership after these Form 4 transactions?

Following the reported grant and tax-withholding disposition, Mark W. Sopp directly owned 190,410 shares of KBR common stock. This figure reflects his updated holdings after both transactions on February 26, 2026.

Was the KBR stock grant to Mark W. Sopp tied to performance conditions?

Yes. The filing notes the 5,171 shares were acquired due to achievement of a total stockholder return performance metric. This metric related to a KBR long-term performance cash and stock award originally granted in 2023.

Did Mark W. Sopp buy or sell KBR (KBR) shares on the open market?

The reported transactions were a performance-based share grant and a tax-withholding disposition. The Form 4 does not describe any open-market purchases or sales; both transactions are linked to equity compensation vesting.