Kirby Corp (KEX) HR chief exercises RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Kirby Corp’s Chief HR Officer, Jennifer N. McCauley, reported equity compensation activity involving restricted stock units and common shares. On February 14, 2026, she exercised 934 restricted stock units, receiving 934 shares of common stock at $0 per share through a derivative conversion.

In a related transaction the same day, 366 common shares at $124.93 per share were disposed of in a tax-withholding transaction, leaving her with 568 common shares held directly. Following the vesting event, she also directly held 3,736 restricted stock units that represent rights to future cash or 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^*

McCauley Jennifer N.

(Last) (First) (Middle)

55 WAUGH DRIVE

SUITE 1000

(Street)

HOUSTON TX 77007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KIRBY CORP [ KEX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

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, par value $0.10 per share	02/14/2026		M		934	A	$0(1)	934	D
Common Stock, par value $0.10 per share	02/14/2026		F		366	D	$124.93	568	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
Restricted Stock Units	(1)	02/14/2026		M			934	(2)	(2)	Common Stock	934	$0	3,736	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive cash or one share of common stock of the issuer.

2. These restricted stock units granted on February 13, 2025, vest in five equal annual installments beginning on February 14, 2026. Cash or shares of common stock of the issuer, at the election of the issuer, will be delivered to the reporting person on or as soon as practicable on each vesting date.

	Ronald A. Dragg, Agent and Attorney-in-Fact	02/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 Kirby Corp (KEX) disclose for Jennifer N. McCauley?

Jennifer N. McCauley exercised restricted stock units and had shares withheld for taxes. She converted 934 restricted stock units into 934 common shares, and 366 shares were disposed of to cover tax obligations, leaving her with 568 directly held common shares.

How many Kirby Corp (KEX) shares does Jennifer N. McCauley own after this Form 4?

After the reported transactions, McCauley directly owns 568 common shares. She also beneficially holds 3,736 restricted stock units, each representing a right to receive either cash or one share of Kirby common stock in the future, subject to vesting terms.

What was the nature of the restricted stock unit transaction for Kirby Corp (KEX)?

The transaction was an exercise of restricted stock units into common shares. On February 14, 2026, 934 restricted stock units converted into 934 shares of Kirby common stock at $0 per share, reflecting a derivative conversion rather than an open-market share purchase.

Why were 366 Kirby Corp (KEX) shares disposed of in Jennifer McCauley’s Form 4?

The 366 shares were disposed of to satisfy tax obligations. The transaction is coded “F,” indicating payment of tax liability by delivering securities. These shares were valued at $124.93 each, reducing her directly held common shares to 568 after settlement.

What are the vesting terms of Jennifer McCauley’s Kirby Corp (KEX) restricted stock units?

The restricted stock units vest in five equal annual installments. They were granted on February 13, 2025 and begin vesting on February 14, 2026. On each vesting date, Kirby may deliver either cash or shares to McCauley, at the company’s election.

Is Jennifer N. McCauley a major shareholder of Kirby Corp (KEX)?

McCauley is an officer, not a 10% owner. The filing identifies her as Chief HR Officer and confirms she is not a director or 10% beneficial owner. Her holdings consist of 568 common shares and 3,736 restricted stock units after the reported transactions.