KBR Plans Strategic Spin-Off of Mission Technology Solutions to Create Two Independent Public Companies

KBR, Inc. has announced a unanimous Board of Directors approval to pursue a tax-free spin-off of its Mission Technology Solutions segment, a strategic move that will result in two independent public companies by mid-to-late 2026. The separation is designed to create pure-play entities with enhanced strategic focus, operational independence, and financial flexibility, allowing each company to better serve its specific market segments and drive long-term profitable growth.

The strategic rationale centers on positioning both New KBR, which will focus on Sustainable Technology Solutions, and SpinCo, the Mission Technology Solutions business, for optimal market performance. Each company is expected to benefit from increased organizational agility, streamlined decision-making processes, and greater capital allocation flexibility to support strategic imperatives. This separation will enable both entities to develop distinct investment profiles while maintaining KBR's values-driven culture and proven execution approach that has characterized the company's transformation over the past decade.

Stuart Bradie, KBR Chair, President, and Chief Executive Officer, emphasized that this move represents a pivotal step in KBR's evolution, building on the company's successful transformation into a leading provider of differentiated science, technology, and engineering solutions. The spin-off is expected to unlock the next phase of value creation by allowing both businesses to leverage their respective strengths more effectively. Additional information about the company's strategic direction can be found at https://www.kbr.com.

New KBR will concentrate on Sustainable Technology Solutions, delivering proprietary intellectual property-protected process technologies that reduce emissions, increase efficiency, and advance energy transition initiatives. The company will maintain its global leadership across more than 85 process technologies, with particular strength in ammonia/syngas, chemical/petrochemicals, clean refining, and circular economy markets. New KBR's business model features low capital intensity, diversified revenue streams, and robust free cash flow with high conversion rates.

SpinCo, as the Mission Technology Solutions entity, will focus on high-demand national security and space priorities, benefiting from growing budgets driven by secular trends. The company maintains a capital-light model with diversified, long-duration contracts that provide predictable cash flow and a robust backlog. SpinCo's marketplace position is strengthened by customer intimacy and deep domain expertise, supported by a history of successful acquisitions that have expanded capabilities and broadened its customer base.

Executive leadership changes accompany the spin-off plan, with Stuart Bradie continuing as New KBR's Chair, President, and CEO post-separation. Mark Sopp, current KBR EVP and Chief Financial Officer, will transition to oversee the spin-off team, while Shad Evans has been appointed as KBR's new Chief Financial Officer effective January 5, 2026. The Board of Directors has engaged a leading search firm to identify executive candidates to lead SpinCo, ensuring both companies have strong leadership teams aligned with their respective strategic directions.

The transaction is structured to be tax-free to KBR and its shareholders for U.S. federal income tax purposes, subject to final Board approval and customary conditions including regulatory approvals and the effectiveness of a Form 10 registration statement filed with the U.S. Securities and Exchange Commission. KBR has reaffirmed its fiscal year 2025 outlook despite the announced strategic changes, indicating confidence in the current business trajectory during the transition period. Goldman Sachs & Co. LLC is serving as financial advisor, with Wilmer Cutler Pickering Hale and Dorr LLP and Baker & McKenzie LLP providing legal counsel for the transaction.