KBR (KBR) EVP Sonia Galindo reports performance-based share grant and tax withholding

Rhea-AI Filing Summary

KBR, INC. executive Sonia Galindo, EVP, General Counsel & Corporate Secretary, reported equity compensation activity involving company common stock. She acquired 3,232 shares as a grant tied to achievement of the total stockholder return performance metric from a 2023 long-term performance award. In a related transaction, 1,070 shares were disposed of at $42.04 per share to cover withholding taxes due upon vesting. After these transactions, she directly owned 32,252.023 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^*

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)
02/26/2026

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		3,232(1)	A	$0	33,322.023	D
Common Stock	02/26/2026		F		1,070(2)	D	$42.04	32,252.023	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 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/ Celia Balli, 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 insider transactions did KBR (KBR) executive Sonia Galindo report?

KBR executive Sonia Galindo reported equity compensation activity involving common stock. She received 3,232 shares from a performance-based long-term award and had 1,070 shares withheld to cover vesting-related taxes, reflecting standard stock-based compensation and tax withholding mechanics.

How many KBR (KBR) shares did Sonia Galindo acquire in this Form 4?

She acquired 3,232 shares of KBR common stock. According to the filing, these shares were received due to achievement of the total stockholder return performance metric under a KBR long-term performance cash and stock award originally granted in 2023.

Why were 1,070 KBR (KBR) shares disposed of in Sonia Galindo’s filing?

The filing states that 1,070 KBR shares were withheld to pay withholding taxes due upon vesting. This tax-withholding disposition is coded as an “F” transaction, indicating payment of tax liabilities by delivering or withholding already-earned shares rather than an open-market sale.

What is Sonia Galindo’s KBR (KBR) share ownership after these transactions?

After the reported transactions, Sonia Galindo directly owned 32,252.023 shares of KBR common stock. This figure reflects the net result of the 3,232-share performance-based grant and the 1,070 shares withheld to satisfy tax obligations upon vesting of the award.

What do the performance-based shares in KBR (KBR) executive compensation represent?

The 3,232 shares represent stock acquired after meeting a total stockholder return performance metric under KBR’s 2023 Long-Term Performance Cash and Stock Award. This links part of the executive’s compensation to multi-year shareholder return performance outcomes rather than only time-based vesting.