[8-K] KIRBY CORP Reports Material Event

Rhea-AI Filing Summary

Kirby Corporation reported its results for the fourth quarter ended December 31, 2025 in a press release dated January 29, 2026, furnished with this report as Exhibit 99.1.

The release highlights several non-GAAP measures, including Adjusted EBITDA, earnings and diluted EPS excluding certain one-time items, and free cash flow. Kirby defines Adjusted EBITDA as net earnings attributable to Kirby before interest expense, income taxes, depreciation, amortization, and impairment of assets. Free cash flow is defined as net cash provided by operating activities less capital expenditures.

Management explains that these non-GAAP metrics are widely used by rating agencies, analysts, investors, and in Kirby’s incentive bonus plan, and that reconciliations to the comparable GAAP measures for the 2025 and 2024 fourth quarters and full years are included in the press release.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 29, 2026

KIRBY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada			1-7615	74-1884980
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
55 Waugh Drive, Suite 1000
Houston, Texas				77007
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s telephone number, including area code: 713-435-1000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	KEX	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On January 29, 2026, Kirby Corporation (“Kirby” or the "Company") issued a press release announcing results for the fourth quarter ended December 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this report.

Adjusted EBITDA, a non-GAAP financial measure, is used in the press release. Kirby defines Adjusted EBITDA as net earnings attributable to Kirby before interest expense, taxes on income, depreciation and amortization, and impairment of assets. Kirby has historically evaluated its operating performance using numerous measures, one of which is Adjusted EBITDA. Adjusted EBITDA is presented because of its wide acceptance as a financial indicator. Adjusted EBITDA is one of the performance measures used in Kirby’s incentive bonus plan. Adjusted EBITDA is also used by rating agencies in determining Kirby’s credit rating and by analysts publishing research reports on Kirby, as well as by investors and investment bankers generally in valuing companies. A quantitative reconciliation of Adjusted EBITDA to net earnings attributable to Kirby for the 2025 and 2024 fourth quarters and years is included in the press release. Adjusted EBITDA is not a calculation based on generally accepted accounting principles and should not be considered as an alternative to, but should only be considered in conjunction with, Kirby’s GAAP financial information.

The press release also includes non-GAAP financial measures which exclude certain one-time items, including earnings before taxes on income (excluding one-time items), net earnings attributable to Kirby (excluding one-time items), and diluted earnings per share (excluding one-time items). A reconciliation of these measures with GAAP is included in the press release. Management believes that the exclusion of certain one-time items from these financial measures enables it and investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of Kirby’s normal operating results. The press release additionally includes free cash flow, a non-GAAP financial measure, which Kirby defines as net cash provided by operating activities less capital expenditures. A reconciliation of free cash flow with GAAP is included in the press release. Kirby uses free cash flow to assess and forecast cash flow and to provide additional disclosures on the Company’s liquidity. Free cash flow does not imply the amount of residual cash flow available for discretionary expenditures as it excludes mandatory debt service requirements and other non-discretionary expenditures. These non-GAAP financial measures are not calculations based on generally accepted accounting principles and should not be considered as an alternative to, but should only be considered in conjunction with Kirby’s GAAP financial information.

Item 9.01. Financial Statements and Exhibits

(d)Exhibits

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
99.1		Press release dated January 29, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			KIRBY CORPORATION
Date:	January 29, 2026	By:	/s/ Raj Kumar
			Raj Kumar Executive Vice President and Chief Financial Officer

FAQ

What did Kirby Corporation (KEX) announce in this 8-K filing?

Kirby Corporation announced that it has released its financial results for the fourth quarter ended December 31, 2025, via a press release dated January 29, 2026. The release, attached as Exhibit 99.1, includes both GAAP and non-GAAP performance measures with reconciliations.

How does Kirby Corporation (KEX) define Adjusted EBITDA?

Kirby defines Adjusted EBITDA as net earnings attributable to Kirby before interest expense, taxes on income, depreciation and amortization, and impairment of assets. The company uses this measure to evaluate operating performance, support its incentive bonus plan, and provide a metric commonly referenced by rating agencies and analysts.

Which non-GAAP measures besides Adjusted EBITDA does Kirby (KEX) use?

In addition to Adjusted EBITDA, Kirby reports earnings before taxes on income excluding one-time items, net earnings attributable to Kirby excluding one-time items, diluted earnings per share excluding one-time items, and free cash flow. Each of these non-GAAP measures is reconciled to the nearest GAAP figure in the accompanying press release.

How does Kirby Corporation (KEX) define free cash flow?

Kirby defines free cash flow as net cash provided by operating activities less capital expenditures. The company uses this metric to assess and forecast cash flow and to provide additional insight into liquidity, while noting it excludes mandatory debt service and other non-discretionary expenditures.

Why does Kirby (KEX) present non-GAAP financial measures in its results?

Kirby states that non-GAAP measures help management and investors assess operating performance, especially when comparing results across periods or forecasting. Management views excluded one-time items as outside normal operations, and notes that these measures are widely used by rating agencies, analysts, investors, and in valuing companies.

Where can investors find reconciliations of Kirby’s (KEX) non-GAAP metrics to GAAP?

Reconciliations of Adjusted EBITDA, one-time-item–adjusted earnings metrics, and free cash flow to their nearest GAAP counterparts are included in Kirby’s press release for the fourth quarter and full year 2025 and 2024, which is attached as Exhibit 99.1 to this report.