KIRBY CORP 10-Q

Item 5. Other Information During the three months ended September 30, 2023, the following Section 16 officers adopted, modified or terminated “ Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act): Name & Title Date Adopted Character of Trading Arrangement (a) Aggregate Number of Shares of Common Stock to be Purchased or Sold Pursuant to Trading Arrangement Duration (b) Other Material Terms Date Terminated David W. Grzebinski President & Chief Executive Officer 9/20/2023 Rule 10b5-1 Trading Arrangement Up to 18,000 shares to be sold 2/12/2024 - 2/23/2024 N/A N/A Raj Kumar Executive Vice President and Chief Financial Officer 8/21/2023 Rule 10b5-1 Trading Arrangement Up to 9,178 shares to be sold 12/12/2023 - 7/31/2024 N/A N/A Scott P. Miller Vice President and Chief Information Officer 8/2/2023 Rule 10b5-1 Trading Arrangement Up to 7,915 shares to be sold 1/26/2024 - 4/15/2024 N/A N/A Scott P. Miller Vice President and Chief Information Officer 3/8/2023 Rule 10b5-1 Trading Arrangement Up to 8,718 shares to be sold (c) 6/15/2023 - 4/15/2024 N/A 8/2/2023 (a) Except as indicated by footnote, each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”). (b) Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all purchases or sales or (b) the date listed in the table, subject to certain conditions. Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule, which is at least 90 days for executive officers and directors under the Company's insider trading policies. (c) As of the date of termination, 607 shares had been sold under this Rule 10b5-1 trading arrangement. There were no “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K of the Exchange Act) adopted , modified or terminated during the three months ended September 30, 2023 by the Company’s directors and Section 16 officers. Each of the trading arrangements are in accordance with the Company’s policy against insider trading, and actual sale transactions made pursuant to such trading arrangements have been or will be disclosed publicly in Section 16 filings with the SEC in accordance with applicable securities laws, rules and regulations. 29 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). 31.1* – Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) 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. 30 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: November 6, 2023 31