KIRBY CORP 8-K

What Happened
Kirby Corporation (KEX) filed an 8-K on April 30, 2026 announcing results for the quarter ended March 31, 2026 (press release attached as Exhibit 99.1). The release uses and reconciles non-GAAP measures including EBITDA (defined as net earnings before interest, taxes, depreciation and amortization), adjusted measures excluding certain one-time items (adjusted pre-tax, adjusted net earnings, adjusted EPS), and free cash flow (net cash from operating activities less capital expenditures). Reconciliations of these non‑GAAP measures to GAAP results are included in the press release.

Key Details

• Press release dated April 30, 2026 reporting results for the quarter ended March 31, 2026; EBITDA and other non-GAAP measures are presented with quantitative reconciliations to GAAP.
• Shareholders approved amendments to the 2005 Stock and Incentive Plan at the Annual Meeting on April 27, 2026 (Board approved amendments Jan 27, 2026, subject to shareholder approval).
• Material amendments: term extended to April 27, 2036; increase in the maximum annual cash payable under performance awards per participant from $5,000,000 to $10,000,000; new forfeiture/recovery provisions for awards granted on or after Jan 27, 2026 for terminations for cause, post‑termination discovery of facts that would have been cause, or violations of restrictive covenants.
• Plan mechanics: total shares reserved under the 2005 Plan = 6,400,000; as of March 2, 2026, 1,654,184 shares remained available for future awards. Nonemployee directors are not eligible for awards under the 2005 Plan.

Why It Matters

• The earnings release provides investors with both GAAP and non‑GAAP metrics (EBITDA, adjusted EPS, free cash flow) and reconciliations, which the company says are used internally and by analysts for performance assessment and valuation. Investors should review the reconciliations to understand differences versus GAAP results.
• The approved stock plan amendments extend the equity compensation runway and increase potential cash payouts under performance awards, which could affect future compensation expense and shareholder dilution. The new forfeiture and recovery provisions strengthen governance around awards granted on/after Jan 27, 2026.