KEX Kirby Corp - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 16, 2026, the Board of Directors of Kirby Corporation (“Kirby”) expanded the size of the Board of Directors from nine to ten directors and elected Tracy A. Embree to fill the vacancy, to serve as a Class I director until the Annual Meeting of Stockholders in 2026. The Board of Directors determined that Ms. Embree will serve as an independent director. Ms. Embree has more than 25 years of experience in power generation, commercial and industrial and distribution, and manufacturing. She most recently served as President, Otis Americas, of Otis Worldwide Corporation prior to that she served in various operations, product development, distribution, and manufacturing roles at Cummins, Inc. having last served as President of Cummins, Inc.’s Distribution Business. At this time, Ms. Embree has not been appointed to serve on a committee of the Board of Directors. Ms. Embree will receive the standard compensation for directors under Kirby’s Nonemployee Director Compensation Program, prorated for her current term of office, including an automatic grant of approximately $41,875 in value of restricted shares of Kirby common stock and a prorated annual director fee of $21,250 payable quarterly. The shares of restricted stock vest six months after the date of grant.

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits

EXHIBIT INDEX

Exhibit Number

Description of Exhibit

99.1

Press release dated February 20, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)