SOPP MARK W 4

What Happened Mark W. Sopp, Executive Vice President, Strategic Transactions at KBR, received 5,171 shares on 2026-02-26 as the result of a performance-based award (Long‑Term Performance Cash and Stock Award granted in 2023). To cover withholding taxes on the vesting, 2,035 shares were surrendered/withheld at a reported price of $42.04 per share, generating proceeds of $85,551. After withholding, Sopp retained a net of 3,136 shares from this award. This was not an open‑market purchase or sale by choice but the vesting and tax‑withholding of a performance award.

Key Details

• Transaction date: 2026-02-26; Form 4 filed 2026-03-02 (timely).
• Award: 5,171 shares reported as acquired (code A) at $0.00 — performance award vested (see footnote).
• Tax withholding: 2,035 shares withheld (code F) at $42.04 each → $85,551 withheld to cover taxes.
• Net new shares retained from the award: 3,136 (5,171 − 2,035).
• Footnotes: F1 — shares were issued due to achievement of total stockholder return performance metrics tied to the 2023 LTIP award. F2 — shares withheld to pay withholding taxes upon vesting.
• Filing does not disclose total shares beneficially owned after the transaction.

Context

• This was a performance‑based award vesting event, not an opportunistic market buy or sale; withholding shares to satisfy tax obligations is a routine, administrative disposition (code F).
• Purchases are typically more informative about insider sentiment; vesting/withholding events mainly reflect compensation mechanics rather than trading decisions.