TABLE OF CONTENTS

March 6, 2026

DEAR FELLOW STOCKHOLDERS,

On behalf of the Board of Directors (the “Board”), we are pleased to invite you to attend Kirby Corporation’s (“Kirby” or the “Company”) 2026 Annual Meeting of Stockholders. Information concerning the matters to be voted upon at the meeting is contained in this Notice of the 2026 Annual Meeting and accompanying Proxy Statement.

2025 was another record year for Kirby. We delivered strong performance across the Marine Transportation (“KMT”) segment and continued to see strong growth in our power generation business in Distribution and Services (“KDS”). Throughout the year, we operated in generally healthy markets, even as seasonal weather created operational challenges in our marine business and supply chain constraints led to uneven product deliveries within KDS. Despite these headwinds, our employees were resilient and focused, achieving strong financial results while staying committed to the Kirby Way values of Safety, People, Excellence, Community and Integrity.

In the KMT segment, our inland business delivered another solid year supported by healthy customer demand, firm barge utilization, and constructive market fundamentals. Although seasonal weather increased delay days and created operational challenges at times, our teams navigated these conditions effectively all while maintaining disciplined cost control and sustaining solid fleet performance. This resulted in inland operating margins at approximately 20% for 2025 producing another year of solid financial performance. The second half of the year included some variability tied to chemical and refinery activity, which dampened utilization and pricing. However, as we enter 2026, both spot and term contract pricing have stabilized and are beginning to inflect, reflecting strengthening market fundamentals.

Our coastal business also performed well. Strong customer demand and limited available vessel capacity created a favorable market environment. The coastal business achieved double‑digit operating margins in each quarter of the year. This consistent performance reflects strong operational execution, disciplined focus on cost, and the ongoing benefits of a tighter supply‑demand balance across the fleet.

In the KDS segment, we delivered solid results in our key growth areas, led by continued expansion in our power generation business, which remained a significant contributor and a clear highlight for the year. Marine repair activity was also steady and contributed meaningfully to the segment. However, lower oil and gas activity and softness in on‑highway trucking created pockets of weaker demand across certain markets. Even with these headwinds, the KDS segment achieved an operating margin in the high single digit range for the year.

Kirby continued advancing its long‑term sustainability priorities across the organization, guided by the Kirby Way and our commitment to responsible operations throughout 2025. The Company made meaningful progress on key environmental initiatives, exceeding its emissions‑intensity reduction target and moving forward with the construction of its second and third diesel‑electric hybrid towboats—demonstrating continued investment in a more efficient and environmentally responsible fleet. These efforts underscore Kirby’s dedication to reducing its environmental footprint and supporting the communities in which we operate.

At the Board level, we elected Tracy A. Embree, who brings a history of success and impressive experience to our Board. She has excellent experience in power generation, distribution, and in services for commercial and industrial markets. Also, the Board supported an aggressive share repurchase with the Company returning over $354 million in capital to stockholders.

As we look ahead to 2026, the Company remains mindful of broader geopolitical uncertainty and ongoing tariff developments that have the potential to adversely impact our businesses. The past few years have demonstrated that with the right strategic focus, adaptability, and relentless focus on costs, we can continue to deliver strong results. I am proud of our teams for thinking strategically and embracing new opportunities when certain markets shifted, demonstrating the resilience and discipline that define Kirby.

Looking ahead, we anticipate another year of steady performance from the marine transportation business, supported by constructive market dynamics and healthy customer demand. In KDS, we expect stable growth, with continued demand in our power generation business helping to offset softness in our other markets. Overall, we expect year-over-year earnings growth in 2026, driven by disciplined execution and improving market fundamentals. I want to thank our employees for their continued dedication and hard work, and I extend my appreciation to our stockholders for their continued confidence and support.

Your vote is important to us, regardless of the number of shares you hold or whether you plan to attend the Annual Meeting. Once you have reviewed the proxy materials and have made your decisions, please vote your shares using one of the methods outlined in the Proxy Statement. Thank you for your continued support and for investing in Kirby Corporation.

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

You have the right to receive this notice and vote at the Annual Meeting if you were a stockholder of record at the close of business on March 2, 2026. Please remember that your shares cannot be voted unless you sign and return a paper proxy card, vote during the Annual Meeting, or vote your shares via the phone or internet. All participants who attend the Annual Meeting will be allowed to ask questions to management during the meeting.

Important Notice Regarding the Availability of Proxy Materials for Our 2026 Annual Meeting of Stockholders

We are pleased to take advantage of Securities and Exchange Commission (the “SEC”) rules that allow us to furnish our proxy materials, including this Proxy Statement, a proxy card or voting instruction form, and our Annual Report on Form 10-K (collectively, the “Proxy Materials”), over the Internet. As a result, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of paper copies of the Proxy Materials. The Notice contains instructions on how to access those documents over the Internet and how to submit your proxy via the Internet. The Notice also contains instructions on how to request a paper copy of the Proxy Materials. All stockholders who do not receive the Notice will receive a paper copy of the Proxy Materials by mail or an electronic copy of the Proxy Materials by e-mail. This process allows us to provide our stockholders with the information they need in a timelier manner, while reducing the environmental impact and lowering the costs of printing and distributing the Proxy Materials. The Notice is first being sent to stockholders and the Proxy Materials are first being made available to stockholders at www.proxydocs.com/KEX on or about March 10, 2026.

Your Vote Is Important

Your vote is important. Whether you intend to attend the meeting or not, please ensure that your shares will be represented by completing, signing, and returning your proxy card, or by voting via the phone or internet.

Sincerely,

AMY D. HUSTED

Executive Vice President, General Counsel and Secretary

PROXY MATERIALS

This booklet contains the notice of the Annual Meeting and the Proxy Statement, which contains information about the proposals to be voted on at the meeting, Kirby’s Board of Directors and its committees, and certain executive officers. This year you are being asked to:

General Information

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Kirby Corporation to be voted at the Annual Meeting of Stockholders to be held on Monday, April 27, 2026, at 10:00 a.m. (CDT). Stockholders of record at the close of business on March 2, 2026, will be able to attend the 2026 Annual Meeting at Kirby’s executive offices located at 55 Waugh Drive, Suite 1100, Houston, Texas 77007.

The mailing address of Kirby’s principal executive offices is P.O. Box 1745, Houston, Texas 77251-1745 and the office number is 713-435-1000.

Whenever we refer in this Proxy Statement to the Annual Meeting, we are also referring to any meeting that results from an adjournment or postponement of the Annual Meeting.

Unless the context requires otherwise, the terms “Kirby,” “the Company,” “our,” “we,” “us,” and similar terms refer to Kirby Corporation, together with its consolidated subsidiaries.

BOARD COMPOSITION and EXPERIENCE

The following matrix highlights the principal skills and qualifications of each Director who is nominated for election or continuing in office. The Environmental, Social and Governance (“ESG”) and Nominating Committee periodically reviews the composition of the Board as a whole to help ensure an appropriate balance of knowledge, experience and perspectives, and to identify the skills and characteristics that may be valuable to the Board over time and in the long-term interests of stockholders. In evaluating Board Composition, the Board considers diversity of background, experience and perspective, as well as the benefits of periodic Board refreshment to ensure that it benefits from fresh ideas and perspectives. The following charts illustrate the Board’s approach to Board composition, including diversity of backgrounds and Board refreshment.

*Richard R. Stewart concludes his board service at the 2026 Annual Meeting, and thus his information is not incorporated in the board composition.

The ESG and Nominating Committee recommends to the Board the qualifications for Board membership and oversees the process for identifying, assessing and recommending qualified director candidates for the Board’s consideration. In making these recommendations, the ESG and Nominating Committee considers a number of factors it deems appropriate, including whether a candidate has the following attributes:

In addition, the ESG and Nominating Committee also considers such other factors as it deems appropriate, given the current and anticipated needs of the Board and the Company, with the objective of maintaining an appropriate balance of knowledge, experience, background, and capabilities on the Board.

2025 FINANCIAL SUMMARY

2025 was a record year for Kirby. Consolidated revenues increased 3% in 2025 to $3.4 billion, reflecting solid performance across marine transportation and continued strength in power generation within the distribution and services segment. Net earnings attributable to Kirby in 2025 were $354.6 million or $6.33 per share. The record earnings per share of $6.33 were 16% over Kirby’s previous record earnings per share of $5.46, excluding one-time items,¹ achieved in 2024.

Marine transportation revenues increased 1% to $1.9 billion during 2025. Overall, our inland and coastal marine businesses delivered steady performance in 2025, supported by healthy demand and solid execution. Inland marine performance held up well despite seasonal weather, lock delays, and a brief slowdown in refinery activity in the fourth quarter. The first quarter was impacted by normal winter weather conditions, including significant wind and fog along the Gulf Coast, and lock delays on the Mississippi River that drove an increase in delay days and impacted our operations. In the second quarter, inland market conditions remained constructive with steady customer demand, increases in spot market pricing that drove operating margins to the low 20% range. In the third quarter, inland marine conditions softened temporarily due to favorable weather, muted petrochemical activity, and fewer barges undergoing maintenance which contributed to lower utilization in the mid-80% range. While refinery activity softened at the start of the fourth quarter, it steadily improved by the end of the quarter and kept barge utilization in the mid-to high-80% range. Inland marine was able to conclude the year with operating margins right at 20%. The inland marine market is expected to remain healthy in 2026, driven by limited new barge construction, steady customer demand, and improved pricing as the year progresses, supporting modest year-over-year improvement.

In coastal marine, revenues increased 8% year-over-year as market conditions were favorable throughout the year due to solid customer demand and limited availability of vessels. In the first quarter, utilization remained in the mid-to high-90% range and strong market conditions continued resulting in mid-20% range price increases on term contract renewals, with margins in the high-single to low-double digit range. During the second quarter, steady customer demand and limited vessel capacity contributed to further price increases year-over-year on term contract renewals with operating margins improving into the high-teens range. In the third quarter, market fundamentals remained solid and pushed operating margins to around 20%. In the fourth quarter, customer demand remained steady, supported by a continued shortage of large-capacity equipment. Our team executed well and prioritized cost optimization, resulting in an operating margin of approximately 20%. In 2026, coastal marine is expected to see barge utilization in mid-90% range due to steady market conditions, underpinned by consistent customer demand and constrained vessel supply.

In distribution and services, revenues increased 6% year‑over‑year, reflecting mixed demand across the segment throughout 2025. Our power generation business delivered exceptional performance with robust order activity and multiple large project wins for data centers, backup power, and other industrial applications, resulting in 26% revenue growth year‑over‑year and operating margins in the high‑single‑digit range. In the commercial and industrial market, marine repair demand remained steady while on‑highway service and repair activity softened modestly in the current trucking environment; despite this, the business maintained healthy operating performance with high‑single‑digit margins for the year. In the oil and gas market, revenues declined year‑over‑year due to continued softness in the conventional oil and gas market, while the business saw ongoing growth in electric‑fracturing equipment and related services, supporting high‑single‑digit operating margins for the year. Overall, the KDS segment concluded the year with operating margins in the high-single digits. In 2026, KDS is expected to see continued growth in power generation which is expected to offset lingering softness in other areas resulting in revenues to be flat to slightly higher year-over-year.

From a cash flow and balance sheet perspective, Kirby generated $670 million in cash flow from operations in 2025 which was used to fund capital expenditures, buy back shares, and fund a small number of acquisitions. Total capital spending in 2025 was $264 million and $116 million was used to fund acquisitions. At the end of 2025, Kirby’s total long-term debt was around $920 million, with the debt-to-capitalization ratio at 21.4%. During the year, Kirby also returned capital to stockholders by buying back 3.7 million shares at an average price of $96.27 for $354.2 million.

CORPORATE GOVERNANCE

The Board of Directors provides strategic guidance to, and oversight of, management with respect to Kirby’s business throughout the year. The Board represents the interest of stockholders and oversees Company management, which includes monitoring the effectiveness of management practices and decisions, corporate performance, the integrity of the Company’s financial reporting and internal controls, and the effectiveness of the Company’s enterprise risk management programs. To that end, the Board has adopted governance practices, including the guidelines and committee charters described below, which are reviewed at least annually and updated as appropriate.

Risk Oversight

The Board is responsible for overseeing the Company’s key risks and regularly reviews with management the Company’s business, including identified risk factors. The Board oversees a broad spectrum of interrelated risks with assistance from its committees. The Board has designated the Audit Committee, the Compensation Committee, and the ESG and Nominating Committee certain responsibilities to provide assistance in fulfilling the Board’s responsibilities. A particular risk will be monitored and evaluated by the committee with primary responsibility in the area of the subject matter involved. For example, the Compensation Committee reviews the risks related to the Company’s compensation policies and practices and the Audit Committee receives regular reports and updates on cybersecurity and information technology matters.

The Board also periodically visits Kirby operational sites, which enables directors to observe operations and engage with management regarding practices, performance, technology, industry developments, and corporate standards.

See page 24 for further detail on risk oversight by the Board and its committees.

Business Ethics Guidelines

The Board has adopted Business Ethics Guidelines that apply to all directors, officers, and employees of the Company, including the Company’s chief executive officer, chief financial officer, chief accounting officer or controller, or persons performing similar functions. A copy of the Business Ethics Guidelines is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents. The Company is required to make prompt disclosure of any amendment to or waiver of any provision of its Business Ethics Guidelines that applies to any director or executive officer including its chief executive officer, chief financial officer, chief operating officer, chief accounting officer or controller, or persons performing similar functions. The Company will make any such disclosure that may be necessary by posting the disclosure on its website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.

Corporate Governance Guidelines

The Board has adopted Corporate Governance Guidelines. The Corporate Governance Guidelines are reviewed regularly and updated as appropriate. A copy of the Corporate Governance Guidelines is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.

Communication with Directors

Stockholders and other interested parties may communicate with the full Board or any individual director, including the Chair of the Audit Committee, Compensation Committee, and ESG and Nominating Committee, the Chairman of the Board, the lead independent director, if any, or the non-management or independent directors as a group, by writing to them c/o Kirby Corporation, P.O. Box 1745, Houston, Texas 77251-1745. The Company will refer the communication to the appropriate addressee(s). Complaints about internal controls and accounting or auditing matters should be directed to the Chair of the Audit Committee at the same address. All communications will be forwarded to the person(s) to whom they are addressed.

Website Disclosures

The following documents and information are available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents:

GOVERNANCE HIGHLIGHTS

Our Board is committed to high ethical standards and effective corporate governance, and brings a breadth of experience and expertise in the industries in which Kirby operates. The Board seeks to achieve a mix of highly qualified directors with strong leadership, extensive business experience, and expertise that is relevant to Kirby’s business, strategy, and operations to help drive long-term stockholder value. The Board oversees and provides guidance for Kirby’s business and management’s development and implementation of the Company’s strategy and business planning process. The Board also monitors corporate performance, the integrity of the Company’s financial reporting and internal controls, the effectiveness the Company’s risk management programs, and the succession planning for key executive positions.

While the Board values the contributions of long tenured and experienced directors, it also believes periodic refreshment is necessary to obtain fresh and diverse perspectives. As a part of this process, the Board and its Committees solicit input from directors regarding the performance and effectiveness of the full Board and its committees through its annual evaluation process. The ESG and Nominating Committee reviews the feedback from the evaluations and makes recommendations to the Board, as appropriate.

(1)Richard R. Stewart concludes his board service at the 2026 Annual Meeting and has been excluded from the independence and diversity statistics.

COMPENSATION HIGHLIGHTS

Our executive compensation philosophy has been consistent and focused on the creation of value for our stakeholders. A significant portion of the compensation of our named executive officers (“NEO”) is performance-based and “At Risk”, reflecting the Company’s pay-for-performance approach. The pie charts on the following page illustrate how each element of compensation was weighted for our NEOs in 2025.

Our executive compensation program is designed to attract and retain talented executive officers, motivate consistent performance over time, and encourage performance that results in increased profitability and stockholder returns. In 2025, stockholders expressed strong support in our approach, with over 90% of votes cast in support of the advisory vote for our executive compensation program. Following the lower level of support received in 2024, primarily related to a one-time, special-circumstances acceleration and cash settlement of unvested equity for a departing NEO, the Company continued its proactive outreach with stockholders. During these discussions, stockholders reiterated that such enhanced retirement-related benefits should remain exceptional, and we affirmed that this is not our standard practice.

Consistent with this feedback, the overall design of the Company’s executive compensation program for 2026 will remain consistent, reflecting both stockholder feedback and the Board’s commitment to maintaining alignment with our pay philosophy, market practices, and stockholder interest. As part of this ongoing alignment, the Company continues to emphasize performance-based long-term incentive (“LTI”) awards and has expanded its disclosure regarding annual incentive compensation design and outcomes.

Including EBITDA in both short-term and long-term metrics is also reflective of stockholder feedback and engagement. EBITDA is a key metric indicating operating and financial performance and is used as a metric to assess value creation. Stockholders use EBITDA as a key metric in their valuation analysis, and have indicated widespread support for this metric in both short term and long-term incentives. Including the metric in both short-term and long-term incentives aligns performance-based at-risk compensation with stockholder feedback. Further, it aligns short-term performance as well as long-term performance at all levels of the Company as not all employees participate in the long-term performance awards. Reflecting this, under our 2025 Annual Incentive Plan ("AIP"), EBITDA accounted for 40% of potential payout, whereas EBITDA was weighted 50% under our long-term performance awards.

Listed below are some of the highlights of our compensation policies and practices:

NOTE: Includes total direct compensation as referred to in the Compensation Discussion and Analysis beginning on page 32. “Long-term Performance Awards” includes cash payments for the 2023-2025 performance period under the long-term incentive compensation program. Performance-based variable compensation is deemed “At Risk.” For additional information, reference the Summary Compensation Table on page 45.

CORPORATE SUSTAINABILITY

In 2025, Kirby continued to deliver strong value for customers and stockholders while actively advancing long‑term sustainability priorities that enhance the Company’s competitive positioning and long-term shareholder returns. The Kirby Way, our core values of Safety, People, Excellence, Community, and Integrity, remains the foundation of our culture and the lens through which decisions across the organization are made. With active oversight from the Board and senior leadership, Kirby continues to pursue a thoughtful and disciplined approach to its sustainable responsibilities.

Kirby’s commitment to “No Harm to People, No Harm to Equipment, and No Harm to the Environment” remains constant. Safety is foundational to how we operate. In 2025, our KMT segment reduced its injury rate by more than 30% year over year and achieved the lowest Recordable Injury Rate in Kirby’s history, a milestone reflecting the strength of our safety culture and continued operational improvement. Our KDS segment also demonstrated exceptional performance, achieving a milestone of zero recordable incidents for the year. Across both segments, safety performance was supported by comprehensive training, best‑practice sharing, near‑miss reporting, and consistent reinforcement of safe behaviors at all levels of the Company.

Kirby’s focus on people extends beyond safety to broader human capital development. In 2025, the Company issued more than 2,000 training certificates, with approximately 40% earned through U.S. Coast Guard, approved programs. These programs cover technical skills, regulatory compliance, leadership, safety, and environmental topics reinforcing Kirby’s commitment to developing a highly skilled workforce and supporting long‑term career progression.

Kirby also advanced key sustainability commitments during the year. The Company exceeded its emissions‑intensity reduction target, achieving a 25% reduction per barrel of capacity relative to the 2015 baseline. Building on the strong operational and environmental performance of its first hybrid towboat, Kirby has begun construction of its second and third diesel‑electric hybrid towboats. These investments, along with the use of biofuels, enhanced fuel‑management practices, and engine upgrades, demonstrate Kirby’s leading approach to an environmentally friendly and responsible fleet. These safety and environmental performance outcomes were also reflected in the operational metrics of the Company’s executive compensation program.

Kirby also gives back to its employees and communities in meaningful ways. The Kirby Disaster Relief Fund, funded through employee contributions matched 100% by the Company, provides direct assistance to employees and families affected by natural disasters or hardship events. Through this fund, Kirby deploys teams, financial support, and emergency supplies to help employees recover quickly and safely.

Kirby remains committed to upholding the values and practices that define the Kirby Way. These guiding principles foster employee engagement, enhance customer relationships, and promote the well‑being of the communities in which we operate, thereby positioning the Company for long‑term, sustainable success.

Please note some of our Sustainability Highlights below. To learn more about these programs and initiatives, please visit the Sustainability section of our website at www.kirbycorp.com.

STAKEHOLDER ENGAGEMENT

The Board and executive management team remain committed to fostering long-term, institution-wide relationships with stockholders and other stakeholders. Ongoing engagement provides valuable insight that informs Board oversight and management decision-making. During 2025, Kirby continued to prioritize engagement by ensuring that stakeholder voices were heard, perspectives understood, and interests addressed. Regular dialogue provides essential feedback that helps the Board and management stay aligned with the issues most important to our stakeholders.

Throughout the year, the investor relations team conducted extensive outreach. Members of management met with over 69% of our 35 largest stockholders (by share ownership) to discuss financial performance, capital allocation, and corporate strategy. Kirby also hosted facility and office tours, including at operations along the Houston Ship Channel and other key locations, to provide stockholders and stakeholders with an overview of its business activities. Engagement efforts further included participation in investor conferences and non-deal roadshows.

Beyond stockholder engagement, Kirby actively connected with other key stakeholders across our industries and regions. Employees across the Company serve in leadership roles within trade associations and community nonprofits, supporting Kirby’s efforts to understand customer needs and contribute to the communities where we operate.

VOTING ITEM 1:

ELECTION OF DIRECTORS

The Bylaws of the Company provide that the Board shall consist of no fewer than three nor more than fifteen members and that, within those limits, the number of directors shall be determined by the Board. The Bylaws further provide that the Board shall be divided into three classes, with the classes being as nearly equal in number as possible and with one class being elected each year for a three-year term. Prior to February 16, 2026, the size of the Board was set at nine directors. On February 16, 2026, the Board of Directors expanded the size from nine to ten and elected Tracy A. Embree to fill the vacancy to serve as a Class I director until the Annual Meeting of Stockholders in 2026. The Board of Directors determined that Ms. Embree will serve as an independent director. The size of the Board will be reduced to nine directors once the 2026 Annual Meeting has concluded.

Richard R. Stewart, whose term expires at the 2026 Annual Meeting and has served as a director since 2008, is not standing for reelection to the Board at the Annual Meeting. Mr. Stewart has served on the Board for 18 years and has been a valuable member of the Company’s Board. We greatly appreciate his many years of dedicated service and wish him well in his future endeavors.

Three Class I directors are to be elected at the 2026 Annual Meeting to serve until the Annual Meeting of Stockholders in 2029. Each nominee named below is currently serving as a director and, if elected, each has consented to serve for the new term. If any nominee becomes unable to serve as a director, an event currently not anticipated, the persons named as proxies in the enclosed proxy card intend to vote for a nominee selected by the present Board to fill the vacancy.

In addition to satisfying, individually and collectively, the Company’s Criteria for the Selection of Directors discussed under the “THE BOARD OF DIRECTORS — ESG and Nominating Committee” below, each of the directors has extensive experience with the Company or in a business similar to one or more of the Company’s principal businesses or the principal businesses of significant customers of the Company. The brief biographies of each of the nominees and continuing directors below include a summary of the particular experience and qualifications that led the Board to conclude that he or she should serve as a director.

NOMINEES FOR ELECTION (PROPOSAL 1)

The Board of Directors of the Company unanimously recommends that you vote “FOR” the election of each of the following nominees as a director.

Nominees for Election as Class I Directors, serving until the Annual Meeting of Stockholders in 2029

DIRECTORS CONTINUING IN OFFICE

Continuing Class II directors, serving until the Annual Meeting of Stockholders in 2027

Continuing Class III directors, serving until the Annual Meeting of Stockholders in 2028

THE BOARD OF DIRECTORS

The Company’s business is managed under the oversight and direction of the Board, which is responsible for strategic oversight, establishing broad corporate policies, and monitoring the effectiveness of Company management. The Board is regularly informed about the Company’s businesses and operations through meetings of the Board and its committees, operating and financial reports presented by Company management, and various other reports. Directors also enhance their understanding of the Company through visits to Company facilities. As part of the Board’s development, onsite meetings are held at key operating facilities which include opportunities for directors to interact with employees and gain insight into the Company's operations and culture.

Director Independence

NYSE listing standards require listed companies to have at least a majority of independent directors. For a director to be considered independent, the Board must determine that the director does not have any direct or indirect material relationship with the Company.

The Board has determined that the following incumbent directors have no relationship with the Company except as directors and stockholders and are independent within the meaning of the NYSE listing standards:

In addition, the Board has previously determined that Mr. Stewart, who will complete his service as a director of the Company at the 2026 Annual Meeting of Stockholders, had no relationship with the Company except as a director and stockholder and was independent.

Our Chief Executive Officer, Mr. Grzebinski, has certified to the NYSE that the Company is in compliance with NYSE corporate governance listing standards.

Risk Oversight

The Board is responsible for the oversight of the Company's risk management processes. To assist in fulfilling this responsibility, the Board has delegated certain aspects of risk oversight to its committees, including the Audit Committee, the Compensation Committee, and the ESG and Nominating Committee, each of which focuses on risks within its respective areas of responsibility. The Board seeks to align the risk oversight framework with the Company's disclosure controls and procedures, and a particular risk will be monitored and evaluated by another Board committee with primary responsibility in the area of the subject matter involved. For example, the Compensation Committee reviews the risks related to the Company’s compensation policies and practices and the Audit Committee receives regular reports and updates on cybersecurity and information technology. On a quarterly basis, management prepares and reviews with the Audit Committee and the Board the principal risks outlined in the Company’s most recent Annual Report on Form 10-K, as well as any newly identified risks disclosed in the Company’s most recent Quarterly Report on Form 10-Q. In addition, management conducts an annual comprehensive assessment of the identified internal and external risks of the Company that includes evaluations of the potential impact of each identified risk, its probability of occurrence and the effectiveness of the controls that are in place to mitigate the risk. The Audit Committee and the Board also receive regular reports of any events or circumstances involving risks outside the normal course of business of the Company. The ESG and Nominating Committee oversees the Company’s environmental, social and governance programs, including environmental and climate-related risks, as well as the corporate Sustainability Report, Task Force on Climate-Related Financial Disclosures, and Sustainability Accounting Standards Board disclosures. The Board and its committees also consider potential emerging risks as they seek to anticipate future threats and trends that may impact the Company. Management and, where appropriate, internal and external subject matter experts provide reports and briefings on risks within their respective areas of responsibility or expertise. Frequency of updates and discussion of risks varies depending on the immediacy or severity of the risk, with more immediate or significant risks being reviewed more frequently.

Board Leadership Structure

The Board has no set policy concerning the leadership structure of the roles of Chairman of the Board and Chief Executive Officer, but retains the flexibility to decide how the two roles should be filled based on the Company's circumstances from time to time. Currently, the roles of Chairman of the Board and Chief Executive Officer are separated.

Joseph H. Pyne, who had served as Chairman of the Board since 2010, retired from the board at the Company's 2024 Annual Meeting of Stockholders. Following Mr. Pyne's retirement, the Board appointed Richard J. Alario to serve as the Chairman of the Board effective as of the 2024 Annual Meeting. Mr. Alario has served as a director of the Company since 2011 and, from 2015 until his appointment as Chairman, served as the Company’s Lead Independent Director. In that role, Mr. Alario presided over regular executive sessions of the non-management directors that are held at least quarterly. An executive session with only independent directors is held at least once per year. As Lead Independent Director, Mr. Alario also served as a liaison between the independent directors and management on certain matters that were not within the area of responsibility of a particular committee of the Board. Because the Chairman of the Board is an independent director, the Board determined that a separate Lead Independent Director role is not necessary at this time.

Board Committees

The Board has established three standing committees, including the Audit Committee, the Compensation Committee, and the ESG and Nominating Committee. All of the members of each committee are independent, as that term is defined in applicable SEC and NYSE rules. The Board regularly evaluates committee leadership and composition, and has implemented leadership transitions within its committees in recent years to promote fresh perspectives while maintaining institutional knowledge. The member composition and a brief description of the principal functions of each committee is briefly described below.

C – Committee Chair

M – Committee Member

Audit Committee

The Board has determined that all of the members of the Audit Committee are “audit committee financial experts,” as that term is defined in SEC rules. The Audit Committee operates under a written charter adopted by the Board. A copy of the charter is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.

Compensation Committee

All of the members of the Compensation Committee are “Non-Employee Directors” and “outside directors” as defined in relevant federal securities and tax regulations. The Compensation Committee operates under a written charter adopted by the Board. The Committee oversees compensation for Kirby’s senior executives (including salary, bonus, and performance share awards), as well as succession planning for key executive positions. A copy of the charter is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.

ESG and Nominating Committee

The ESG and Nominating Committee operates under a written charter adopted by the Board. A copy of the charter is available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.

The ESG and Nominating Committee will consider director candidates recommended by stockholders or proposed by stockholders in accordance with the Company’s Bylaws. Recommendations may be sent to the Chairman of the ESG and Nominating Committee, Kirby Corporation, P.O. Box 1745, Houston, Texas 77251-1745, accompanied by biographical information for evaluation. The Board of the Company has approved Criteria for the Selection of Directors which the ESG and Nominating Committee will consider in evaluating director candidates. The criteria address compliance with SEC and NYSE requirements relating to the composition of the Board and its committees, as well as character, integrity, experience, understanding of the Company’s business, and willingness to commit sufficient time to the Company’s business. The criteria are available on the Company’s website at www.kirbycorp.com in the Investor Relations section under Governance/Governance Documents.

In addition to the above criteria, the Corporate Governance Guidelines and ESG and Nominating Committee Charter include provisions concerning the consideration of diversity in business experience, professional skills, gender, race, and ethnic background in selecting nominees for director. The Company and ESG and Nominating Committee are committed to having a Board that reflects diverse perspectives and actively seeks out highly qualified candidates that include women and individuals from minority groups when board nominees are chosen. The ESG and Nominating Committee took these provisions into account in electing new members to the Board in 2019, 2021, 2023 and 2026.

When there is a vacancy on the Board (i.e., in cases other than the nomination of an existing director for reelection), the Board and the ESG and Nominating Committee have considered candidates identified by executive search firms, candidates recommended by stockholders and candidates recommended by other directors. The ESG and Nominating Committee will continue to consider candidates from any of those sources when future vacancies occur. The ESG and Nominating Committee accepts stockholder recommendations of director candidates and evaluates such candidates in the same manner as other candidates. Stockholders

who wish to submit a candidate for consideration by the ESG and Nominating Committee for election at our Annual Meeting may do so by submitting in writing the candidate’s name, together with the information described under the Company’s Bylaws.

Attendance at Meetings

It is the Company’s policy that directors are expected to attend Board meetings and meetings of committees on which they serve and are expected to attend the Annual Meeting of Stockholders of the Company. During 2025, the Board met six times, the Audit Committee met eight times, the Compensation Committee met four times, and the ESG and Nominating Committee met five times. Each director then serving attended more than 95% of the aggregate number of the meetings of the Board and the committees on which he or she served. All directors then serving attended the 2025 Annual Meeting of Stockholders of the Company.

Director Compensation

Directors who are employees of the Company receive no additional compensation for their service on the Board. Compensation of nonemployee directors is determined by the full Board, which may consider recommendations of the Compensation Committee. Past practice has been to review director compensation when the Board believes that an adjustment may be necessary in order to remain competitive with director compensation of comparable companies. Management of the Company periodically collects published survey information on director compensation for purposes of comparison.

Each nonemployee director receives an annual fee currently set at $85,000. A director may elect to receive the annual fee in cash, stock options or restricted stock. The Chairman of the Board receives an additional annual fee of $150,000, the Chairman of the Audit Committee receives an additional annual fee of $20,000, the Chairman of the Compensation Committee receives an additional annual fee of $15,000, and the Chairman of the ESG and Nominating Committee receives an additional annual fee of $10,000. If not the Chairman of the Board, the lead independent director or presiding director at executive sessions of the non-management directors receives an additional annual fee of $20,000. In addition, each director receives an annual fee of $7,500 for each committee of the Board on which he or she serves. All fees are payable in four equal quarterly payments made at the end of each calendar quarter. The annual director fee is prorated for any director elected between annual stockholder meetings and the Chairman of the Board, committee chairman, lead independent or presiding director, and committee member fees are prorated for any director who is elected to such position between annual meetings of the Board. Directors are reimbursed for reasonable expenses incurred in attending meetings.

In addition to the fees described above provided to the directors, the Company has a stock award plan for nonemployee directors of the Company which provides for the issuance of stock options and restricted stock. An amendment to the plan is the subject of Proposal 5. The director plan provides for automatic grants of restricted stock to nonemployee directors after each annual meeting of stockholders. Each director receives restricted shares of the Company’s common stock after each annual meeting of stockholders. The number of shares of restricted stock issued is equal to (a) $167,500 divided by (b) the fair market value of a share of stock on the date of grant multiplied by (c) 1.2. The director plan also provides for discretionary grants in the form of stock options or restricted stock. In addition, the director plan allows for the issuance of stock options or restricted stock in lieu of cash for all or part of the annual director fee at the option of the director. A director who elects to receive stock options in lieu of the annual cash fee will be granted an option for a number of shares equal to (a) the amount of the fee for which the election is made divided by (b) the fair market value per share of the common stock on the date of grant multiplied by (c) 3. A director who elects to receive restricted stock in lieu of the annual cash fee will be issued a number of shares of restricted stock equal to (a) the amount of the fee for which the election is made divided by (b) the fair market value per share of the common stock on the date of grant multiplied by (c) 1.2. The exercise price for all stock options granted under the director plan is the fair market value per share of the Company’s common stock on the date of grant. The restricted stock issued after each annual meeting of stockholders vests six months after the date of issuance. Stock options granted and restricted stock issued in lieu of cash director fees vest in equal quarterly increments during the year to which they relate. The stock options generally remain exercisable for ten years after the date of grant.

The Board has established stock ownership guidelines for officers and directors of the Company. Nonemployee directors must be in compliance within five years after first election as a director, but are expected to accumulate the required number of shares ratably over the applicable five-year period. Under the guidelines, nonemployee directors are required to own common stock of the Company having a value equal to a multiple of the annual cash director fee, which was raised from four to five in January 2024. As of December 31, 2025, all directors were in compliance with the then current stock ownership guidelines. The ESG and Nominating Committee of the Board will monitor compliance with the guidelines and may recommend modifications or exceptions to the Board.

The following table summarizes the cash and equity compensation for nonemployee directors for the year ended December 31, 2025:

Nonemployee Director Compensation for 2025

Nonemployee Director Outstanding Equity at December 31, 2025 and Grant Date Fair Value of Equity Awarded During 2025

The following table shows the aggregate number of shares of unvested restricted stock and stock options outstanding for each nonemployee director as of December 31, 2025, as well as the grant date fair value of restricted stock awards made during 2025: