KBR, Inc. (NYSE: KBR) today announced a plan, unanimously approved by its Board of Directors, to pursue a tax-free spin-off of its Mission Technology Solutions (MTS) segment. Upon completion, KBR and its shareholders will benefit from ownership in two pure-play public companies with enhanced strategic focus, operational independence, and financial flexibility.

Strategic Rationale and Benefits

The formation of two independent companies with distinct product and service offerings better positions New KBR and SpinCo to deliver long-term profitable growth and value for customers, associates, and shareholders. Each company is expected to benefit from:

• Enhanced strategic and management focus
• Organizational agility and streamlined decision making
• Increased end market focus, prioritized commercial resources, and sharpened go-to-market approaches
• Greater capital allocation flexibility to support strategic imperatives, including potential future M&A transactions
• Distinct and compelling investment profiles

Stuart Bradie, KBR Chair, President, and Chief Executive Officer, stated: “Over the last decade, we have successfully transformed KBR into a leading provider of differentiated, innovative, up-market science, technology, and engineering solutions with global scale, global reach, and global impact. Today’s announcement of our plan to spin off MTS and form two pure-play companies marks a major milestone and pivotal step in KBR’s evolution to unlock the next phase of value creation.”

“After the spin-off, we expect both companies to retain key elements of KBR’s unique values-driven culture and proven execution approach, providing a strong foundation for future profitable growth and returns. Both businesses comprise top talent, deep domain expertise, proprietary technologies, and an unwavering focus on delivering customer value.”

New KBR (Sustainable Technology Solutions – “STS”)

Synergistic and trusted technologies and capabilities serving diversified energy and critical infrastructure needs globally.

New KBR, comprising the Sustainable Technology Solutions business, will deliver proprietary IP-protected, process technologies that reduce emissions, increase efficiency, and advance energy transition. With trusted global capabilities and a strong track record for delivery, New KBR will continue to provide synergistic advisory and consulting services, high-end digitally enabled engineering, design, and program management across the asset lifecycle to its customers globally.

After the spin-off of MTS, New KBR will leverage its global leadership across a diverse base of over 85 process technologies, where it is uniquely positioned to benefit across the ammonia/syngas, chemical/petrochemicals, clean refining, and circular process/circular economy markets. New KBR will build on its proven track record of commercializing new technologies aligned with future demand needs to capture meaningful market potential, supported by strong secular trends.

New KBR is expected to benefit from its low capital intensity, access to diversified revenue streams, and robust free cash flow with high conversion rates.

SpinCo (Mission Technology Solutions – “MTS”)

Scaled leader with deep domain expertise and mission-critical capabilities, enabling advantage for government customers globally.

SpinCo is aligned to high demand national security and space priorities, with growing budgets driven by secular trends.

SpinCo is expected to continue to benefit from its capital light model, diversified, long duration contracts with predictable cash flow, robust backlog, and strong marketplace positions driven by customer intimacy and deep domain expertise. SpinCo has a history of successful, accretive acquisitions that have expanded capabilities and broadened its customer base. SpinCo will be well positioned post-spin to deliver profitable growth by leveraging its scaled, diversified, up-market capabilities and expansive global footprint.

Related Executive Leadership Updates

In connection with its plan to form two independent, publicly traded companies, KBR is announcing the following executive leadership updates:

• Post-spin, Stuart Bradie will serve as New KBR Chair, President, and Chief Executive Officer.

• Mark Sopp, current KBR EVP and Chief Financial Officer, will transition into a newly created role overseeing the team responsible for successfully spinning off MTS.

• Shad Evans, current SVP of Financial Operations, has been appointed KBR’s Chief Financial Officer, succeeding Mr. Sopp, effective January 5, 2026, and will assume the role of New KBR Chief Financial Officer post-spin. Prior to his current role, Mr. Evans served as SVP and Chief Financial Officer of STS, and before that as SVP of Finance Operations and Chief Accounting Officer. He joined KBR in 2018 after more than a decade of experience in the industry.

The Board of Directors has engaged a leading search firm to support the selection of executive candidates to lead SpinCo.

Mr. Bradie concluded, “I want to thank Mark for his impactful contributions and dedication, as well as his partnership. I have the utmost confidence in his ability to lead the successful spin-off of MTS, as well as support a seamless CFO transition. Further, I want to congratulate Shad on his well-deserved appointment. I am immensely proud of what our team has accomplished in transforming KBR to prepare for this announcement today. The opportunities ahead for both New KBR and SpinCo – as two focused, independent public companies – are clear and compelling. I look forward to collaborating with our team over the next months and quarters to execute our plan and deliver shareholder value.”

Transaction Details

KBR intends for the transaction to be tax-free to KBR and its shareholders for U.S. federal income tax purposes and is targeting completion by mid-to-late 2026. The transaction will be subject to final approval by KBR’s Board of Directors and other customary conditions, including receipt of a favorable opinion of legal counsel and/or a private letter ruling from the U.S. Internal Revenue Service with respect to the tax treatment of the transaction for U.S. federal income tax purposes, the effectiveness of a Form 10 registration statement filed with the U.S. Securities and Exchange Commission, and other regulatory approvals.

Fiscal Year 2025 Outlook

KBR is reaffirming its previously issued fiscal year 2025 outlook.

Advisors

Goldman Sachs & Co. LLC is acting as financial advisor to KBR and Wilmer Cutler Pickering Hale and Dorr LLP and Baker & McKenzie LLP are serving as legal counsel. Corbin Advisors, LLC is serving as strategic investor relations advisor.

About KBR

We deliver science, technology and engineering solutions to governments and companies around the world. KBR employs approximately 37,000 people worldwide with customers in more than 80 countries and operations in over 29 countries. KBR is proud to work with its customers across the globe to provide technology, value-added services, and long-term operations and maintenance services to ensure consistent delivery with predictable results. At KBR, We Deliver.
Visit www.kbr.com

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