kbr-20250924
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2025
KBR, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33146 | 20-4536774 | ||||||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
| 601 Jefferson Street | ||||||||||||||
| Suite 3400 | ||||||||||||||
| Houston, | Texas | 77002 | ||||||||||||
| (Address of principal executive offices) | ||||||||||||||
Registrant's telephone number including area code: (713) 753-2000
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which listed | ||||||
| Common Stock, $0.001 par value | KBR | New York Stock Exchange | ||||||
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 (see General Instruction A.2. below):
☐ 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))
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. ☐
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K amends Item 5.02(c) of the Current Report on Form 8-K dated September 24, 2025, and filed on the same day (the “Original Form 8-K”) to reflect certain compensatory matters that were determined subsequent to filing the Original Form 8-K.
ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) Appointment of Officers.
As previously disclosed, Shad E. Evans will assume the position of Chief Financial Officer (“CFO”) of KBR, Inc. (“KBR”), effective January 5, 2026.
In connection with Mr. Evans’ appointment as CFO, on October 22, 2025, Mr. Evans entered into a severance and change-in-control agreement (the “Agreement”), a form of which was previously filed as Exhibit 10.54 to KBR’s Annual Report on Form 10-K for the year ended December 31, 2020. The following summary of the terms of the Agreement is qualified in its entirety by reference to Exhibit 10.54.
The Agreement provides for (i) severance termination benefits (prior to a change in control), (ii) double-trigger change-in-control termination benefits (on or after a change in control), and (iii) death, disability, and retirement benefits. The Agreement contains customary confidentiality, noncompetition, and nonsolicitation covenants, as well as a mandatory arbitration provision. In addition, the Agreement contains a clawback provision that allows KBR to recover any benefits paid under the Agreement if KBR determines within two years after Mr. Evans’ termination of employment that his employment could have been terminated for cause.
SIGNATURE
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.
| KBR, INC. | ||||||||
| October 22, 2025 | /s/ Sonia Galindo | |||||||
| Sonia Galindo | ||||||||
| Executive Vice President, General Counsel & Corporate Secretary | ||||||||