KIRBY CORP 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Issuer Purchases of Equity Securities Period Total Number of Shares Purchased Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans Maximum Number of Shares that May Yet be Purchased Under the Plans January 1 — January 31, 2023 — $ — — — February 1 — February 28, 2023 — $ — — — March 1 — March 31, 2023 46,850 $ 67.97 — — Total 46,850 $ 67.97 — — Purchases of the Company's common stock in March 2023 were made in the open market pursuant to a discretionary authorization by the Board of Directors. Item 6. Exhibits EXHIBIT INDEX Exhibit Number Description of Exhibits 3.1 – Restated Articles of Incorporation of the Company with all amendments to date (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2014). 3.2 – Bylaws of the Company with all amendments to date (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 28, 2022). 4.1 – See Exhibits 3.1 and 3.2 hereof for provisions of our Restated Articles of Incorporation of the Company with all amendments to date and the Bylaws of the Company with all amendments to date (incorporated, respectively, by reference to Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 2014 and Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 28, 2022). 10.1† – Annual Incentive Plan Guidelines for 2023 (incorporated by referenced to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2022). 10.2† – Amended and Restated Annual Incentive Plan 2023 Plan Year Guidelines (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 24, 2023). 10.3 – Cooperation Agreement dated February 3, 2023 by and among the Company and JCP Investment Management, LLC and certain of its affiliates and associates (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on February 3, 2023). 10.4†* – Amendment to Change of Control Agreement by and between Kirby Corporation and David W. Grzebinski dated March 6, 2023. 10.5†* – Amendment to Change of Control Agreement by and between Kirby Corporation and Raj Kumar dated March 6, 2023. 10.6†* – Amendment to Change of Control Agreement by and between Kirby Corporation and Christian G. O’Neil dated March 6, 2023. 31.1* – Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) 27 31.2* – Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) 32* – Certification Pursuant to 18 U.S.C. Section 1350 101.INS* – Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH* – Inline XBRL Taxonomy Extension Schema Document 101.CAL* – Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* – Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* – Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* – Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* – Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. † Management contract, compensatory plan or arrangement. 28 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. KIRBY CORPORATION (Registrant) By: /s/ Raj Kumar Raj Kumar Executive Vice President and Chief Financial Officer Dated: May 8, 2023 29