As filed with the Securities and Exchange Commission on September 30, 2026
File No.
Delaware | 42-3955685 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification number) | ||
1100 Wilson Boulevard Arlington, Virginia (Address of principal executive offices) | 22209 (Zip code) | ||
Title of each class to be so registered | Name of each exchange on which each class is to be registered | ||
Common stock, $0.001 par value | New York Stock Exchange | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||
Non-accelerated filer | ☒ | Smaller reporting company | ☐ | ||||||
Emerging growth company | ☐ | ||||||||
Item 1. | Business. |
Item 1A. | Risk Factors. |
Item 2. | Financial Information. |
Item 3. | Properties. |
Item 4. | Security Ownership of Certain Beneficial Owners and Management. |
Item 5. | Directors and Executive Officers. |
Item 6. | Executive Compensation. |
Item 7. | Certain Relationships and Related Transactions, and Director Independence. |
Item 8. | Legal Proceedings. |
Item 9. | Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters. |
Item 10. | Recent Sales of Unregistered Securities. |
Item 11. | Description of Registrant’s Securities to be Registered. |
Item 12. | Indemnification of Directors and Officers. |
Item 13. | Financial Statements and Supplementary Data. |
Item 14. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
Item 15. | Financial Statements and Exhibits. |
Exhibit Number | Exhibit Description | ||
Form of Separation and Distribution Agreement by and between KBR, Inc. and Trinzic, Inc. | |||
Form of Amended and Restated Certificate of Incorporation of Trinzic, Inc. | |||
Form of Amended and Restated Bylaws of Trinzic, Inc. | |||
Form of Transition Services Agreement by and between KBR, Inc. and Trinzic, Inc. | |||
Form of Tax Matters Agreement by and between KBR, Inc. and Trinzic, Inc. | |||
Form of Employee Matters Agreement by and between KBR, Inc. and Trinzic, Inc. | |||
10.4 | Form of Master Services Agreement by and between KBR, Inc. and Trinzic, Inc.* | ||
10.5 | Form of Stockholder and Registration Rights Agreement by and between KBR, Inc. and Trinzic, Inc.* | ||
Form of Trinzic, Inc. Director Indemnification Agreement | |||
Form of Trinzic, Inc. Officer Indemnification Agreement | |||
10.8 | Form of Trinzic, Inc. Severance and Change in Control Agreement* | ||
Offer Letter, dated as of June 23, 2026, between KBR, Inc. and Michael LaRouche | |||
Offer Letter, dated as of June 19, 2026, between KBR, Inc. and Nicholas Veasey | |||
Subsidiaries of Trinzic, Inc. | |||
Information Statement of Trinzic, Inc., preliminary and subject to completion, dated September 30, 2026 | |||
99.2 | Form of Notice of Internet Availability of Information Statement Materials* | ||
* | To be filed by amendment. |
TRINZIC, INC. | ||||||
By: | /s/ Sonia Galindo | |||||
Name: Sonia Galindo | ||||||
Title: Authorized Signatory | ||||||
ATTACHMENTS / EXHIBITS
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