What changed in this filing

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Item 1. Financial Statements

2026-05-08 compared with 2025-11-10 · 55 added, 137 removed, 306 unchanged (39% of the section changed)

2 unchanged sentences

CONDENSED BALANCE SHEETS

September 30,

($ in thousands)

14 unchanged sentences

Bank notes payable

Income taxes payable

Accounts payable

15 unchanged sentences

Retained earnings

Treasury stock – at cost, 10.7 million shares at September 30, 2025 and 8.2 million at December 31, 2024

Treasury stock – at cost, 12 million shares at March 31, 2026 and 11.7 million at December 31, 2025

Total Kirby stockholders’ equity

4 unchanged sentences

CONDENSED STATEMENTS OF EARNINGS

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

($ in thousands, except per share amounts)

19 unchanged sentences

CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

($ in thousands)

9 unchanged sentences

CONDENSED STATEMENTS OF CASH FLOWS

Nine Months Ended September 30,

Three Months Ended March 31,

($ in thousands)

5 unchanged sentences

Amortization of major maintenance costs

Increase (decrease) in cash flows resulting from changes in operating assets and liabilities, net

Decrease in cash flows resulting from changes in operating assets and liabilities, net

Net cash provided by operating activities

5 unchanged sentences

Cash flows from financing activities:

Borrowings (payments) on bank credit facilities, net

Borrowings on bank credit facilities, net

Payments on long-term debt

Payment of debt issuance costs

2 unchanged sentences

Treasury stock purchases

Net cash used in financing activities

Increase (decrease) in cash and cash equivalents

Net cash provided by financing activities

Decrease in cash and cash equivalents

Cash and cash equivalents, beginning of year

15 unchanged sentences

(in thousands)

Balance at June 30, 2025

Issuance of stock for equity awards, net of forfeitures

Tax withholdings on equity award vesting

Amortization of share-based compensation

Treasury stock purchases

Excise taxes on treasury stock purchases

Total comprehensive income, net of taxes

Balance at September 30, 2025

Comprehensive

Treasury Stock

Noncontrolling

(in thousands)

Balance at June 30, 2024

Stock option exercises

Issuance of stock for equity awards, net of forfeitures

Tax withholdings on equity award vesting

Amortization of share-based compensation

Treasury stock purchases

Excise taxes on treasury stock purchases

Total comprehensive income, net of taxes

Balance at September 30, 2024

See accompanying notes to condensed financial statements.

KIRBY CORPORATION AND CONSOLIDATED SUBSIDIARIES

CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

Accumulated Other

Comprehensive

Treasury Stock

Noncontrolling

(in thousands)

Balance at December 31, 2025

6 unchanged sentences

Total comprehensive income, net of taxes

Balance at September 30, 2025

Accumulated Other

Balance at March 31, 2026

Comprehensive

10 unchanged sentences

Total comprehensive income, net of taxes

Balance at September 30, 2024

Balance at March 31, 2025

See accompanying notes to condensed financial statements.

7 unchanged sentences

(2) Acquisitions

On March 17, 2026, the Company purchased 23 inland tank barges with a total capacity of 653,000 barrels, including five specialty barges, and three high horsepower towboats from an undisclosed seller for $ 95.8 million.

The Company paid $ 81.4 million in cash in March 2026 with the remaining $ 14.4 million to be paid in the 2026 second quarter when delivery of all vessels has been completed.

The 23 tank barges, including five specialty barges, transport petrochemicals and refined products on the Mississippi River System and Gulf Intracoastal Waterway.

The average age of the 23 barges was 19 years.

On October 14, 2025, the Company purchased certain assets from an undisclosed seller in support of the KDS segment for $ 9.3 million in cash.

The assets consisted of inventory and an authorized distributorship for EMD Power Products (“EMD”) for certain geographic regions including Mexico, Central America, the northern part of South America and the Caribbean islands.

On August 7, 2025, the Company purchased two inland tank barges and one towboat from an undisclosed seller for $ 9.2 million in cash.

2 unchanged sentences

The average age of the 14 barges was 16 years.

On December 31, 2024, the Company purchased an inland tank barge from a leasing company for $ 2.7 million in cash.

The Company had been leasing the barge prior to purchase .

On December 30, 2024, the Company purchased three inland tank barges from an undisclosed seller for $ 9.9 million in cash.

On May 15, 2024, the Company completed the purchase of 13 inland tank barges, with a total capacity of 347,000 barrels, and two high horsepower towboats from an undisclosed seller for $ 65.2 million in cash.

The 13 tank barges, including three specialty barges, transport petrochemicals and refined products on the Mississippi River System and Gulf Intracoastal Waterway.

The average age of the 13 barges was 15 years.

The following table sets forth the Company’s revenues by major source (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Marine transportation segment:

5 unchanged sentences

Contract liabilities represent advance consideration received from customers, and are recognized as revenue over time or at a point in time as the related performance obligation is satisfied.

Revenues recognized during the nine months ended September 30, 2025 and 2024 that were included in the opening contract liability balances were $ 112.8 million and $ 101.8 million , respectively.

Revenues recognized during the three months ended March 31, 2026 and 2025 that were included in the opening contract liability balances were $ 64.7 million and $ 60.2 million , respectively.

The Company presents all contract liabilities within the deferred revenues financial statement caption on the balance sheets.

The Company did no t have any contract assets as of September 30, 2025 or December 31, 2024 .

The Company did no t have any contract assets as of March 31, 2026 or December 31, 2025 .

(4) Segment Data

2 unchanged sentences

The principal products transported include petrochemicals, black oil, refined petroleum products and agricultural chemicals.

Distribution and Services Segment (“KDS”) — Provides after-market services and genuine replacement parts for engines, transmissions, reduction gears, electric motors, drives, and controls, specialized electrical distribution and control systems, and related equipment used in oilfield services, marine, power generation, on-highway, and other industrial applications.

Distribution and Services Segment (“KDS”) — Provides equipment, after-market parts and services for power generation systems in applications that include behind the meter power systems and emergency backup systems, after-market and genuine replacement parts and services for engines, transmissions, reduction gears, electric motors, drives, and controls, specialized electrical distribution and controls systems, and related equipment used in power generation, marine, on-highway, oilfield services, and other industrial applications.

The Company also rents equipment including generators, industrial compressors, high-capacity lift trucks, construction equipment, and refrigeration trailers for use in a variety of industrial markets.

The Company also manufactures and remanufactures specialized equipment, including pressure pumping units, electric power generation equipment, and specialized electrical distribution and control equipment for oilfield service, railroad and other industrial customers.

The Company also manufactures and remanufactures specialized equipment, including pressure pumping units and electric fracturing systems, electric power generation equipment, and specialized electrical distribution and control equipment for data centers, oilfield service, railroad, and other industrial customers.

The Company’s two reportable business segments are managed separately by the Company’s chief operating decision maker (“CODM” ) , its Chief Executive Officer , based on fundamental differences in their operations.

4 unchanged sentences

The CODM also uses segment operating income to assess the performance for each segment by comparing the results and return on invested capital of each segment.

Intersegment revenues, based on market-based pricing, of KDS from KMT of $ 5.6 million and $ 28.1 million for the three months and nine months ended September 30, 2025, respectively, and $ 5.0 million and $ 19.1 million for the three months and nine months ended September 30, 2024, respectively, as well as the related intersegment profit of $ 0.6 million and $ 2.8 million for the three months and nine months ended September 30, 2025, respectively, and $ 0.5 million and $ 1.9 million for the three months and nine months ended September 30, 2024, respectively, have been eliminated from the tables below.

Intersegment revenues, based on market-based pricing, of KDS from KMT of $ 7.9 million for the three months ended March 31, 2026, and $ 11.1 million for the three months ended March 31, 2025, as well as the related intersegment profit of $ 0.8 million for the three months ended March 31, 2026, and $ 1.1 million for the three months ended March 31, 2025, have been eliminated from the tables below.

The following tables set forth the Company’s revenues, depreciation and amortization, and income or loss by reportable segment and total assets (in thousands):

Three Months Ended September 30,

Revenue from external customers

Costs of sales and operating expenses

Administrative payroll expense

Taxes, other than on income

Depreciation and amortization

Other segment items (a)

Segment operating income

Reconciliation of segment operating income

Unallocated amounts:

General corporate expenses

Gain on disposition of assets

Operating income

Interest expense

Earnings before taxes on income

Nine Months Ended September 30,

Three Months Ended March 31,

Revenue from external customers

15 unchanged sentences

KDS – inventory-related expense, warranty expense, selling expense, professional service expense, occupancy expense, and certain overhead expenses.

September 30,

Total assets:

2 unchanged sentences

The following table presents the details of “Other” total assets (in thousands):

September 30,

General corporate assets

2 unchanged sentences

The following table presents the carrying value and fair value (determined using inputs characteristic of a Level 2 fair value measurement) of debt outstanding (in thousands):

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Carrying Value

Revolving Credit Facility due July 29, 2027 (a)

Term Loan due July 29, 2027 (a)

Revolving Credit Facility due March 26, 2031 (a)

Term Loan due July 29, 2027 (b)

4.2 % senior notes due March 1, 2028

4 unchanged sentences

Unamortized debt discounts and issuance costs

(a) Variable interest rate o f 5.3 % at September 30, 2025 and 5.6 % at December 31, 2024 .

On July 29, 2022, the Company entered into a credit agreement (the “2027 Credit Agreement”) with a group of commercial banks, with JPMorgan Chase Bank, N.A.

as the administrative agent bank that allows for a $ 500 million unsecured revolving credit facility (the “2027 Revolving Credit Facility”) and a $ 250 million unsecured term loan (the “2027 Term Loan”) with a maturity date of July 29, 2027 .

In the fourth quarter of 2022, the Company repaid $ 80 million under the 2027 Term Loan prior to scheduled maturities.

In the fourth quarter of 2024, the Company repaid $ 100 million under the 2027 Term Loan prior to scheduled maturities.

As a result, no repayments are required until March 31, 2027.

Future repayments under the 2027 Term Loan are excluded from short term liabilities because the Company intends to use availability under the 2027 Revolving Credit Facility to repay these amounts upon maturity.

Outstanding letters of credit under the 2027 Revolving Credit Facility were $ 6,000 and available borrowing capacity was $ 325.0 million as of September 30, 2025.

On February 3, 2022, the Company entered into a note purchase agreement for the issuance of $ 300 million of unsecured senior notes with a group of institutional investors, consisting of $ 60 million of 3.46 % series A notes (“Series A Notes”) and $ 240 million of 3.51 % series B notes (“Series B Notes ”), each due January 19, 2033 (collectively, the “2033 Notes”).

The Series A Notes were issued on October 20, 2022, and the Series B Notes were issued on January 19, 2023.

No principal payments will be required until maturity.

(a) Variable interest rate o f 4.7 % at March 31, 2026 and 5.0 % at December 31, 2025 .

(b) Variable interest rate o f 5.0 % at December 31, 2025.

On March 26, 2026, the Company entered into an amended and restated credit agreement (the “2031 Credit Agreement”) with JPMorgan Chase Bank, N.A.

(“JPMorgan”), as administrative agent, and certain lenders and issuing banks party thereto.

The 2031 Credit Agreement amends and restates in its entirety the Company’s existing credit agreement, dated as of July 29, 2022 (the “2027 Credit Agreement”), extending the term of the facility to March 26, 2031 (the “Maturity Date”), increasing the revolving credit facility commitments to $ 750 million, and removing the term loan credit facility.

Under the 2031 Credit Agreement, the Company has the option, subject to customary conditions and consent of the participating lenders, to increase the size of the revolving credit facility commitments and to add term loan commitments up to an aggregate additional $ 500 million.

Borrowings under the 2031 Credit Agreement bear interest at a rate per annum equal to, at the Company’s option, either a Secured Overnight Financing Rate (“SOFR”) or a base rate, plus an interest rate margin which ranges from 87.5 to 150 basis points for SOFR loans and 0 to 50 basis points for base rate loans based on the Company’s credit rating.

The commitment fee on the unused available credit ranges from 7 to 20 basis points based on the Company’s credit rating.

The Maturity Date may be extended for up to two additional one-year periods with the consent of the Company and lenders holding at least 50 percent of the commitments under the 2031 Credit Agreement.

The 2031 Credit Agreement contains customary provisions regarding permitted uses, events of default, and covenants substantively similar to those in the 2027 Credit Agreement, including the maintenance of an interest coverage ratio of no less than 2.5 to 1.0 and a debt to capitalization of no more than or equal to 60 percent (with all calculations based on definitions contained in the 2031 Credit Agreement).

Outstanding letters of credit under the 2031 Revolving Credit Facility were $ 6,000 and available borrowing capacity was $ 570.0 million as of March 31, 2026.

The Company has a $ 15 million line of credit (“Credit Line”) with Bank of America, N.A.

(“Bank of America”) for short-term liquidity needs and letters of credit, with a maturity date of June 30, 2026 .

Outstanding letters of credit under the Credit Line were $ 6.8 million and available borrowing capacity was $ 8.2 million as of September 30, 2025 .

Outstanding letters of credit under the Credit Line were $ 7.6 million and available borrowing capacity was $ 7.4 million as of March 31, 2026 .

The Company currently leases various facilities and equipment under cancelable and noncancelable operating leases.

The accounting for the Company’s leases may require judgments, which include determining whether a contract contains a lease, allocating the consideration between lease and non-lease components, and determining the incremental borrowing rates.

Leases with an initial noncancelable term of 12 months or less are not recorded on the balance sheet and related lease expense is recognized on a straight-line basis over the lease term.

Leases with an initial noncancelable term of 12 months or less are not recorded on the balance sheets and related lease expense is recognized on a straight-line basis over the lease term.

The Company has also elected to combine lease and non-lease components on all classes of leased assets, except for leased towing vessels, for which the Company estimates approximately 70 % of the costs relate to service costs and other non-lease components.

2 unchanged sentences

Future minimum lease payments under operating leases that have initial noncancelable lease terms in excess of one year were as follows (in thousands):

September 30,

Total lease payments

2 unchanged sentences

The following table summarizes lease costs (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Operating lease cost

3 unchanged sentences

The following table summarizes other supplemental information about the Company’s operating leases:

September 30,

Weighted average discount rate

2 unchanged sentences

The compensation cost that has been charged against earnings for the Company’s stock award plans and the income tax benefit recognized in the statement of earnings for stock awards were as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Compensation cost

Income tax benefit

During the nine months ended September 30, 2025, the Company grant ed 131,190 restricted stock units (“RSUs”) to selected officers and other key employees under the employee stock award plan that vest ratably over five years .

During the three months ended March 31, 2026, the Company grant ed 131,250 restricted stock units (“RSUs”) to selected officers and other key employees under the employee stock award plan that vest ratably over five years .

During May 2026, the Company granted 11,136 shares of restricted stock to nonemployee directors of the Company under the director stock plan which vest six months after the date of grant.

(8) Taxes on Income

Earnings (loss) before taxes on income and details of the provision (benefit) for taxes on income were as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

Earnings (loss) before taxes on income and details of the provision for taxes on income were as follows (in thousands):

Three Months Ended March 31,

Earnings (loss) before taxes on income:

United States

Provision (benefit) for taxes on income:

Provision for taxes on income:

State and local:

Foreign - current

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law.

The legislation included several significant U.S.

income tax provisions that will help reduce the Company’s U.S.

federal cash tax payments for the remainder of 2025 and future years.

These provisions include 100% bonus tax depreciation and domestic research and development cost expensing.

The Company incorporated these provisions effective during the quarter, and they had no material impact on the operational results for the three and nine months ended September 30, 2025.

At September 30, 2025, the Company had a federal income tax receivable of $ 39.7 million included in Accounts receivable – other on the balance sheet.

(9) Earnings Per Share

The following table presents the components of basic and diluted earnings per share (in thousands, except per share amounts):

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Net earnings attributable to Kirby

11 unchanged sentences

Net earnings per share attributable to Kirby common stockholders:

There were no antidilutive stock options as of September 30, 2025 and 2024 .

There were no antidilutive RSUs as of September 30, 2025 and 2024 .

There were no antidilutive stock options as of March 31, 2026 and 2025 .

There were no antidilutive RSUs as of March 31, 2026 and 2025 .

(10) Inventories

The following table presents the details of inventories – net (in thousands):

September 30,

Finished goods

13 unchanged sentences

On March 27, 2018, the Company amended the Higman pension plan to close it to all new entrants and cease all benefit accruals for periods after May 15, 2018 for all participants.

The Company made contributions of $ 1.0 million to the Higman pension plan during the nine months ended September 30, 2025 .

The Company made contributions of $ 0.2 million to the Higman pension plan during the three months ended March 31, 2026 .

The Company expects to make additional contributions of $ 1.0 million during the remainder of 2026.

7 unchanged sentences

Pension Plans

Three Months Ended September 30,

Components of net periodic benefit cost:

Interest cost

Expected return on plan assets

Amortization of actuarial (gain) loss

Net periodic benefit cost

Pension Benefits

Pension Plans

Nine Months Ended September 30,

Three Months Ended March 31,

Components of net periodic benefit cost:

6 unchanged sentences

Postretirement Welfare Plan

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Components of net periodic benefit cost:

4 unchanged sentences

The Company’s changes in other comprehensive loss were as follows (in thousands):

Three Months Ended September 30,

Income Tax Benefit

Three Months Ended March 31,

Income Tax Benefit

Pension and postretirement benefits (a):

Amortization of net actuarial gain

Foreign currency translation

Nine Months Ended September 30,

Income Tax Benefit

Income Tax (Provision) Benefit

Pension and postretirement benefits (a):

Amortization of net actuarial gain

Actuarial gains (losses)

Foreign currency translation

17 unchanged sentences

The Company has issued guaranties or obtained standby letters of credit and performance bonds supporting performance by the Company and its subsidiaries of contractual or contingent legal obligations of the Company and its subsidiaries incurred in the ordinary course of business.

The aggregate notional value of these instruments is $ 30.5 million at September 30, 2025, including $ 11.6 million in letters of credit and $ 18.9 million in performance bonds.

The aggregate notional value of these instruments is $ 31.0 million at March 31, 2026, including $ 12.2 million in letters of credit and $ 18.8 million in performance bonds.

All of these instruments have an expiration date within approximately two years .

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements