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): ~~January~~April 3029, 2025

KIRBY CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	1-7615	74-1884980
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
55 Waugh Drive, Suite 1000
Houston, Texas		77007
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s telephone number, including area code: 713-435-1000

    

     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	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	KEX	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 2.02. Results of Operations and Financial Condition.

On ~~January~~May 301, 2025, Kirby Corporation (“Kirby” or the "Company") issued a press release announcing results for the ~~fourth~~first quarter ended ~~December~~March 31, ~~2024~~2025. A copy of the press release is attached as Exhibit 99.1 to this report.

~~Adjusted~~ EBITDA, a non-GAAP financial measure, is used in the press release. Kirby defines ~~Adjusted~~ EBITDA as net earnings attributable to Kirby before interest expense, taxes on income, ~~depreciation~~ and ~~amortization,~~depreciation and ~~impairment of assets~~amortization. Kirby has historically evaluated its operating performance using numerous measures, one of which is ~~Adjusted~~ EBITDA. ~~Adjusted~~ EBITDA is presented because of its wide acceptance as a financial indicator. ~~Adjusted~~ EBITDA is one of the performance measures used in ~~Kirby~~calculating performance compensation pursuant to the Company’s annual incentive ~~bonus~~ plan. ~~Adjusted~~ EBITDA is also used by rating agencies in determining Kirby’s credit rating and by analysts publishing research reports on Kirby, as well as by investors and investment bankers generally in valuing companies. A quantitative reconciliation of ~~Adjusted~~ EBITDA to net earnings attributable to Kirby for the ~~2024~~2025 and ~~2023~~2024 ~~fourth~~first quarters ~~and years~~ is included in the press release. ~~Adjusted~~ EBITDA is not a calculation based on generally accepted accounting principles and should not be considered as an alternative to, but should only be considered in conjunction with, Kirby’s GAAP financial information.

The press release also includes non-GAAP financial measures which exclude certain one-time items, including earnings before taxes on income (excluding one-time items), net earnings attributable to Kirby (excluding one-time items), and diluted earnings per share (excluding one-time items). A reconciliation of these measures with GAAP is included in the press release. Management believes that the exclusion of certain one-time items from these financial measures enables it and investors to assess and understand operating performance, especially when comparing those results with previous and subsequent periods or forecasting performance for future periods, primarily because management views the excluded items to be outside of Kirby’s normal operating results. The press release additionally includes free cash flow, a non-GAAP financial measure, which Kirby defines as net cash provided by operating activities less capital expenditures. A reconciliation of free cash flow with GAAP is included in the press release. Kirby uses free cash flow to assess and forecast cash flow and to provide additional disclosures on the Company’s liquidity. Free cash flow does not imply the amount of residual cash flow available for discretionary expenditures as it excludes mandatory debt service requirements and other non-discretionary expenditures. These non-GAAP financial measures are not calculations based on generally accepted accounting principles and should not be considered as an alternative to, but should only be considered in conjunction with Kirby’s GAAP financial information.

Item 95.0107. ~~Financial~~Submission ~~Statements~~of ~~and~~Matters ~~Exhibits~~to a Vote of Security Holders.

~~Exhibits~~Kirby held its Annual Meeting of Stockholders on April 29, 2025, at which the stockholders voted on the following matters:

~~EXHIBIT~~Anne-Marie ~~INDEX~~N. Ainsworth, William M. Waterman, and Shawn D. Williams were elected Class III directors of Kirby to serve until the 2028 Annual Meeting of Stockholders by the following vote:

Exhibit Number	Description of Exhibit
	For	Against	Abstain	Broker Non-Votes
99.1	Press release dated January 30, 2025
Anne-Marie N. Ainsworth	46,874,197	5,249,500	26,247	1,867,789
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
William M. Waterman	48,614,243	3,509,348	26,353	1,867,789
Shawn D. Williams	51,076,472	1,033,979	39,493	1,867,789

~~SIGNATURES~~The Audit Committee's selection of KPMG LLP as Kirby’s independent registered public accounting firm for 2025 was ratified by the following vote:

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.


For		53,053,003
Against		937,951
Abstain		26,779
Broker non-votes		0

			KIRBY CORPORATION
Date:	January 30, 2025	By:	/s/ Raj Kumar
			Raj KumarExecutive Vice Presidentand Chief Financial Officer

The compensation of Kirby’s named executive officers was approved on a non-binding advisory basis by the following vote:


For		50,042,741
Against		1,938,186
Abstain		169,017
Broker non-votes		1,867,789

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits

EXHIBIT INDEX


Exhibit Number		Description of Exhibit

99.1		Press release dated May 1, 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 hereunto duly authorized.


			KIRBY CORPORATION

Date:	May 1, 2025	By:	/s/ Raj Kumar
			Raj Kumar Executive Vice President and Chief Financial Officer

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