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): ~~October 22~~November 10, 2025

WORLD KINECT CORPORATION

(Exact name of registrant as specified in its charter)

Florida	001-09533	59-2459427
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
9800 N.W. 41st Street Miami, Florida		33178
(Address of principal executive offices)		(Zip Code)

9800 N.W. 41st Street

Miami, Florida

33178

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (305) 428-8000

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		~~TradingSymbol~~Trading Symbol(s)		Name of each ~~exchangeon~~exchange on which registered
Common Stock, par value $0.01 per share		WKC		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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

~~Appointment~~On November 10, 2025, World Kinect Corporation (the “Company”) entered into Amendment No. 11 to Fourth Amended and Restated Credit Agreement (the “Amendment”) by and among the Company and certain of ~~Andrea~~its Bsubsidiaries, as borrowers, the guarantors named therein, Bank of America, N.A., ~~Smith~~as administrative agent, and the financial institutions named therein as lenders, co-documentation agents, joint lead arrangers, and joint bookrunners. The Amendment amended certain terms and conditions of the Company’s Fourth Amended and Restated Credit Agreement, dated as of October 10, 2013, as previously amended, including to: (i) increase the aggregate revolving credit facility commitments from $1.50 billion to $1.65 billion; (ii) replace the existing term loan in the original principal amount of $500 million (the “Original Term Loan”) with a new term loan in the original principal amount of $350 million (the “New Term Loan”), thereby maintaining the total borrowing capacity under the credit facility at $2.0 billion; (iii) modify the pricing of the loans and related fees, including reducing the number of applicable pricing levels, such that: (a) amounts outstanding bear interest at varying rates (as specified in the Amendment), plus a margin ranging from 1.5% - 2.125% for Term SOFR Loans and Alternative Currency Loans, and between 0.5% and 1.125% for Base Rate Loans (each as defined in the Amendment); and (b) lowering the pricing on commitment fees from a range of 0.225% - 0.375%, to a range of 0.225% - 0.300%, in each case depending on a defined consolidated total leverage ratio; (iv) extend the maturity from April 1, 2027 to November 10, 2030 and provide the Company with a one-time one-year maturity date extension option (to the extent the revolving commitments of the extending lenders exceed 50% of the aggregate amount of revolving commitments then outstanding, and other specified terms and conditions); and (v) modify certain financial and other covenants to provide greater operating flexibility.

OnProceeds ~~October 22,~~from ~~2025~~the New Term Loan, ~~the~~plus ~~Board~~approximately $93 million of ~~Directors~~cash (on hand, were used to repay all outstanding amounts under the ~~“Board”)~~Original ofTerm ~~World~~Loan ~~Kinect~~and ~~Corporation~~to (pay certain fees and expenses related to the ~~“Company”)~~Amendment. ~~appointed~~The ~~Andrea~~Amendment contains customary events of Bdefault. ~~Smith~~ asIf aan ~~director~~event of default occurs ~~the~~and ~~Company,~~is ~~effective~~continuing ~~October 24,~~(and ~~2025,~~is ~~increasing~~not waived), the ~~number~~administrative ofagent ~~directors~~may ondeclare all amounts outstanding under the ~~Board~~credit ~~from~~facility 10to be immediately due and payable, and may cancel the lenders’ commitments to ~~11.~~make Msfurther advances thereunder. ~~Smith~~ ~~will~~In ~~serve~~the asevent of a ~~member~~payment or other specified defaults, outstanding obligations accrue interest at a specified default rate. The above description of the ~~Compensation~~Amendment ~~Committee~~is ~~and~~qualified ~~Governance~~in ~~Committee~~its entirety by reference to the full text of the ~~Board~~Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~Ms. Smith~~Certain ~~will~~of ~~receive~~ the ~~standard~~lenders ~~non-employee~~party ~~director~~to ~~compensation for serving on~~ the ~~Board~~Amendment and ~~its~~their ~~committees,~~respective ~~including~~affiliates ~~restricted~~have, ~~stock~~from ~~units~~time ~~representing~~to ~~a pro-rated portion~~time, ~~of a $185~~performed,~~000~~ ~~annual~~and ~~equity~~may ~~grant~~in ~~for service on~~ the ~~Board~~future ~~and~~perform, ~~the~~various ~~Governance~~financial ~~Committee~~advisory, ~~which~~commercial ~~units~~banking ~~will~~and ~~vest~~investment onbanking ~~the~~services ~~earlier~~for of the ~~day prior to the~~ Company’s ~~2026 annual meeting of shareholders~~ or ~~the one-year anniversary~~its ~~of the grant date. The Company also entered into a director indemnification agreement with Ms. Smith~~affiliates, ~~the~~for ~~form of~~ which ~~was~~they ~~previously~~received ~~filed~~or aswill ~~Exhibit~~receive ~~99.2~~customary tofees ~~the Company’s Current Report on Form 8-K filed with the Securities~~ and ~~Exchange Commission on April 25, 2025~~expenses.

~~There~~Item ~~is no arrangement or understanding between Ms~~2. ~~Smith and any other person pursuant to which Ms~~03. ~~Smith~~ ~~was~~Creation ~~selected as a director~~ of ~~the Company. Ms. Smith is also not~~ a ~~party~~Direct toFinancial ~~any~~Obligation ~~transaction~~or ~~that~~an ~~would~~Obligation ~~require~~under ~~disclosure~~an ~~under~~Off-Balance ~~Item~~Sheet ~~404(a)~~Arrangement of ~~Regulation S-K.~~ a Registrant

~~Executive~~The ~~Succession~~information ~~Appointments~~set forth in Item 1.01 of this Form 8-K is incorporated herein by reference.

On October 22, 2025, the Board appointed Ira M. Birns, the Company’s current President and Chief Financial Officer, as the Company’s next Chief Executive Officer and a member of the Board, effective January 1, 2026, at which time he will cease being the Company’s President. Mr. Birns, age 63, has served as the Company’s Chief Financial Officer since 2007 and President since 2025. Prior to joining the Company, Mr. Birns held leadership roles at Arrow Electronics, Inc., a global provider of technology products, services and solutions, including as Vice President and Treasurer from 2002 to 2007. Mr. Birns is the vice chairman of the board of trustees of the New World Symphony of Miami, Florida. Since 2023, Mr. Birns has also served as a member of the board of directors and the chair of the Audit Committee of Stem, Inc. (NYSE: STEM), a global leader in artificial intelligence driven clean energy solutions and services. In connection with his appointment to Chief Executive Officer, Mr. Birns’ salary will be increased to a rate of $900,000 per year, effective January 1, 2026. For 2026, Mr. Birns will also be entitled to an annual target bonus opportunity of $1,100,000 and an annual target long-term incentive award opportunity of $2,250,000, in each case to be based on terms and subject to conditions to be determined by the Compensation Committee. Mr. Birns is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Birns’ appointment as Chief Executive Officer on January 1, 2026, on December 31, 2025, Michael J. Kasbar will step down from his position as Chief Executive Officer and thereafter will continue to serve as Chairman of the Board in an Executive Chairman capacity. In connection with his Executive Chairman role, Mr. Kasbar will be entitled to receive a salary of $850,000 per year, effective January 1, 2026. For 2026, Mr. Kasbar will also be entitled to an annual target bonus opportunity of $1,150,000 and an annual target long-term incentive award opportunity of $2,200,000, in each case to be based on terms and subject to conditions to be determined by the Compensation Committee.

On October 22, 2025, the Board appointed John Rau, the Company’s current Chief Operating Officer, as President, effective January 1, 2026. Previously, Mr. Rau, age 62, served as the Company’s Executive Vice President of Global Aviation and Marine from 2016 to 2025 and assumed responsibility for Global Land in 2022. Previously, he served as the Company’s Executive Vice President of Aviation from 2014 and as the Company’s Senior Vice President of Aviation Americas from 2011 to 2014. Prior to joining the Company, Mr. Rau held leadership roles at American Airlines and United Airlines, including as Managing Director at American Airlines from 1995 to 2011, where he was responsible for the purchase and management of jet fuel, utilities, deicing fluids, and transportation, as well as management of American Airlines’ supplier diversity program. In connection with his appointment to President, Mr. Rau’s salary will be increased to a rate of $800,000 per year, effective January 1, 2026. For 2026, Mr. Rau will also be entitled to an annual target bonus opportunity of $850,000 and an annual target long-term incentive award opportunity of $1,850,000, in each case to be based on terms and subject to conditions to be determined by the Compensation Committee. Mr. Rau is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

On October 22, 2025, the Board appointed Jose-Miguel (Mike) Tejada, as Executive Vice President and Chief Financial Officer, effective October 24, 2025 following the filing of the Company’s third quarter 10-Q. Mr. Tejada succeeds Ira M. Birns as Chief Financial Officer and will continue to serve as the Company’s principal accounting officer until November 1, 2025. Prior to his promotion, Mr. Tejada, age 50, served as the Company’s Senior Vice President and Chief Accounting Officer since 2021, Senior Vice President, Core Finance from 2018 to 2021, Vice President, Supply & Trading Finance from 2016 to 2018 and as Vice President, Global Product Control from 2015 to 2016. Prior to joining the Company, Mr. Tejada most recently served as the Head of Finance, Americas for Noble Group Limited from 2010 to 2015 where he oversaw the accounting, product control and financial planning and analysis functions. Mr. Tejada is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

In connection with this promotion, Mr. Tejada’s salary was increased to a rate of $575,000 per year, effective October 24, 2025, and he is entitled to receive a performance-based restricted stock unit award with a grant date fair value of $300,000. The award will generally be earned if the Company achieves a pre-determined average adjusted earnings per share goal for a three-year performance period ending December 31, 2027 and Mr. Tejada remains employed with the Company through October 24, 2028. The award will otherwise be subject to the terms and conditions of the applicable award agreement, and will be subject to the terms and conditions of the Company’s Clawback Policy. For 2025, Mr. Tejada will also be entitled to an annual target bonus opportunity of $345,250, which reflects an increase in respect of his new role through the remainder of the year. For 2026, Mr. Tejada will also be entitled to an annual target bonus opportunity of $475,000 and an annual target long-term incentive award opportunity of $500,000, in each case to be based on terms and subject to conditions to be determined by the Compensation Committee.

On October 22, 2025, the Board appointed Michael Kroll as Senior Vice President and Chief Accounting Officer, effective November 1, 2025. Mr. Kroll will succeed Mr. Tejada as the Company’s principal accounting officer. Prior to his promotion, Mr. Kroll, age 50, served as the Company’s Vice President and Global Controller since 2021, and prior to that as the Company’s Vice President of Commercial Accounting from 2017 to 2021. Prior to joining the Company, Mr. Kroll most recently served as Vice President and Division Controller for Buckeye Partners from 2015 to 2017 where he was responsible for Buckeye’s Supply and Trading and regulated Pipeline segments. Mr. Kroll is not a party to any transaction that would require disclosure under Item 404(a) of Regulation S-K.

Item 5.03. Amendments to Articles of Incorporation or Bylaws

On October 22, 2025, the Board approved an amendment and restatement of the Company’s By-Laws to (as so amended, the “Amended and Restated Bylaws”), increasing the number of authorized directors by two in order to allow for the appointment of Ms. Smith and, in January, Mr. Birns.

The foregoing description of the Amended and Restated By-Laws set forth above is qualified in its entirety by reference to the full text thereof which is filed as Exhibit 3.1 to this Form 8-K.

Item 7.01.

Regulation FD Disclosure

~~Copies~~The ~~of the~~ Company’s press ~~releases~~release announcing the ~~above~~Amendment ~~appointments~~is ~~are~~furnished ~~attached~~herewith ~~hereto~~ as Exhibit 99.1 and ~~99.2~~is ~~and are~~ incorporated herein by reference.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 ~~and Exhibit 99.2~~ hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibits.

ExhibitNumber		Description
Exhibit Number		Description
3.1		World Kinect Corporation Amended and Restated Bylaws
10.1		Amendment No. 11 to Fourth Amended and Restated Credit Agreement, dated as of November 10, 2025, among the Company and certain of its subsidiaries, as borrowers, the guarantors named therein, Bank of America, N.A., as administrative agent, and the financial institutions named therein as lenders, co-documentation agents, joint lead arrangers, and joint bookrunners
99.1		Press Release Announcing ~~Andrea~~Credit B.Agreement ~~Smith Appointment~~Amendment, dated ~~October~~November 2211, 2025
99.2		Press Release Announcing Senior Management Succession, dated October 23, 2025
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, thereunto duly authorized.

Date: October 28, 2025

World Kinect Corporation

Date: November 13, 2025

World Kinect Corporation

/s/ Joel M. Williams

Joel M. Williams

Assistant Corporate Secretary

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