Kratos Defense & Security Solutions, Inc. Prices Public Offering of Common Stock

Rhea-AI Summary

Kratos (NASDAQ: KTOS) priced an underwritten public offering of 14,285,714 shares at $84.00 per share, with net proceeds expected to be approximately $1,172,999,977.

The offering includes a 30-day option for an additional 2,142,857 shares and is expected to close on March 2, 2026. Proceeds will fund capital expenditures, product and software development, balance sheet strengthening, recent and pending acquisitions (Nomad, Orbit), and general corporate purposes.

Positive

• Net proceeds of approximately $1,172,999,977 to fund growth
• Proceeds earmarked for capital expenditures to scale operations
• Funding allocated for acquisitions including Nomad and pending Orbit
• Investment in product, system and software development for National Security Systems

Negative

• Company issuance of 14,285,714 shares could dilute existing shareholders
• Underwriters' 30-day option for 2,142,857 additional shares may increase dilution
• Offering relies partially on proceeds for fees and expenses, reducing net deployable cash

Key Figures

Shares offered: 14,285,714 shares Offering price: $84.00 per share Expected net proceeds: $1,172,999,977 +5 more

8 metrics

Shares offered 14,285,714 shares Common stock in current underwritten offering

Offering price $84.00 per share Public offering price for new common stock

Expected net proceeds $1,172,999,977 Net of underwriting discounts and commissions

Underwriter option shares 2,142,857 shares 30-day option for additional common stock

30-day option 30 days Duration of underwriters’ additional purchase option

Common stock shelf amount $1,000,000,000 Primary common stock offering in 424B5 prospectus

Underwriter option amount $150,000,000 Additional common stock in 424B5 prospectus

Shares outstanding 170,329,158 shares Common stock outstanding as of February 24, 2026

Market Reality Check

Price: $92.14 Vol: Volume 2,475,782 is below...

normal vol

$92.14 Last Close

Volume Volume 2,475,782 is below the 20-day average of 3,435,045, suggesting no pre-news volume spike. normal

Technical Price at 92.14 is trading above the 200-day MA at 72.8, indicating a pre-news uptrend.

Peers on Argus

Pre-news, KTOS was higher while momentum data showed only one peer (RKLB) moving...

1 Down

Pre-news, KTOS was higher while momentum data showed only one peer (RKLB) moving, and sector peers like DRS, AVAV, HII and TXT showed modest mixed gains, pointing to a stock-specific capital raise rather than a broad Aerospace & Defense move.

Previous Offering Reports

3 past events · Latest: Jun 30 (Negative)

Same Type Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Jun 30	Offering completed	Negative	+1.3%	Completion of $575M common stock offering at $38.50 per share.
Jun 25	Offering priced	Negative	-2.4%	Pricing of 12.99M-share offering at $38.50 with underwriter option.
Jun 25	Offering proposed	Negative	-2.4%	Proposed $500M common stock offering plus $75M underwriter option.

Pattern Detected

Past equity offerings have generally led to small negative moves, with one positive outlier, suggesting limited but slightly downside-tilted reactions to dilution headlines.

Recent Company History

In late June 2025, Kratos announced and then priced a sizable common stock offering, followed by completion of the deal, raising hundreds of millions of dollars to fund National Security programs, strategic acquisitions, and general purposes. Those offerings produced mixed single‑day reactions around -2% to +1%. Today’s offering similarly funds capital expenditures, growth programs, and M&A, indicating a continued strategy of using equity to support expansion and balance sheet objectives.

Historical Comparison

-1.1% avg move · Past Kratos equity offerings over the last year saw an average move of -1.13%, with generally modest...

offering

-1.1%

Average Historical Move offering

Past Kratos equity offerings over the last year saw an average move of -1.13%, with generally modest single‑day reactions around dilution headlines.

Kratos has repeatedly used public common stock offerings (June 2025 and now February 2026) to finance National Security program growth, strategic acquisitions, and general corporate purposes, reflecting an ongoing equity‑funded expansion strategy.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2026-02-26

Kratos has an active automatic shelf registration on Form S-3ASR dated 2026-02-26, allowing issuance of common stock, preferred stock, debt, warrants, rights and units from time to time for general corporate purposes and working capital.

Market Pulse Summary

This announcement details a sizable underwritten common stock offering at $84.00 per share, with 14,...

Analysis

This announcement details a sizable underwritten common stock offering at $84.00 per share, with 14,285,714 base shares and an additional underwriter option. Expected net proceeds of about $1.17 billion are earmarked for capital expenditures, new product and system development, balance sheet strengthening, and funding the Nomad acquisition and pending Orbit deal. The transaction draws on an active S-3ASR shelf and follows prior 2025 equity raises, so investors may watch how efficiently this new capital converts into revenue growth and margin expansion.

Key Terms

underwritten offering, shelf registration statement, securities and exchange commission, joint book-running managers, +4 more

8 terms

underwritten offering financial

"announced the pricing of an underwritten offering of 14,285,714 shares"

An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.

shelf registration statement regulatory

"pursuant to an effective shelf registration statement filed with the Securities"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

securities and exchange commission regulatory

"registration statement filed with the Securities and Exchange Commission (the “SEC”)"

A national government agency that enforces rules for buying, selling and disclosing information about stocks and other investments, acting like a referee and scorekeeper for financial markets. It requires companies to share clear, regular financial and business information and investigates fraud or rule-breaking, which matters to investors because those rules and disclosures help ensure fair prices, reduce hidden risks and make it easier to compare investment choices.

joint book-running managers financial

"Baird, Raymond James, RBC Capital Markets and Truist Securities are acting as joint book-running"

Joint book-running managers are the lead banks or financial firms responsible for organizing and overseeing the sale of a large financial offering, such as a company’s stock or bonds. They coordinate efforts to set the price, attract investors, and ensure the offering is successful. Their role is important to investors because they help ensure the offering is well-managed, properly priced, and accessible to a wide range of buyers.

automatic shelf registration statement regulatory

"pursuant to an automatic shelf registration statement on Form S-3ASR"

An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.

form s-3asr regulatory

"automatic shelf registration statement on Form S-3ASR (File No. 333-293786)"

Form S-3ASR is a type of SEC registration that lets large, well-known public companies pre-register securities so they can be sold quickly when needed, similar to having a pre-approved credit line they can draw on at short notice. For investors, it matters because it signals a company's readiness to raise cash fast, which can affect share supply and price (dilution) and reveal how easily the company can fund growth or handle short-term needs.

prospectus supplement regulatory

"The offering will be made only by means of a prospectus supplement and the accompanying"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

final prospectus regulatory

"a final prospectus supplement will be filed with the SEC. Copies of the final prospectus"

A final prospectus is the official, completed disclosure document that describes a securities offering, including the business, financial details, risks, how many shares are being sold and how proceeds will be used. Think of it like the full instruction manual and ingredient list for an investment: it gives potential buyers the facts they need to judge value and risk before committing money. Investors rely on it to compare offerings and make informed choices.

AI-generated analysis. Not financial advice.

SAN DIEGO, Feb. 26, 2026 (GLOBE NEWSWIRE) -- Kratos Defense & Security Solutions, Inc. (“Kratos”) (NASDAQ: KTOS), a Technology, Hardware, Products, System and Software Company addressing the Defense, National Security and Commercial Markets, today announced the pricing of an underwritten offering of 14,285,714 shares of its common stock at a public offering price of $84.00 per share pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). The net proceeds to Kratos from the offering, after deducting underwriting discounts and commissions, are expected to be approximately $1,172,999,977. Kratos has also granted the underwriters a 30-day option to purchase up to an additional 2,142,857 shares of common stock. All of the shares in the offering are to be sold by Kratos. The offering is expected to close on March 2, 2026, subject to customary closing conditions.

Kratos expects to use the net proceeds of the offering (i) to continue to make important capital expenditures to scale operations and meet the growing demands of The Department of War and our National Security customers with respect to existing programs, recently awarded contracts and new opportunities, (ii) to continue to invest in new product, system and software product development, including building and being first to market with National Security Systems, including in coordination with our customers and partners, (iii) to strengthen the Company's balance sheet to allow us to be responsive to anticipated contract awards from our large, strategic pipeline of opportunities, (iv) to fund the recent acquisition of Nomad, pending acquisition of Orbit and select future strategic M&A opportunities, and (v) for general corporate purposes, including to pay fees and expenses in connection with the offering.

Baird, Raymond James, RBC Capital Markets and Truist Securities are acting as joint book-running managers for the offering.

The securities described above are being offered pursuant to an automatic shelf registration statement on Form S-3ASR (File No. 333-293786) that was previously filed by Kratos with the SEC and automatically became effective upon filing on February 26, 2026. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

The offering will be made only by means of a prospectus supplement and the accompanying prospectus. The preliminary prospectus supplement and accompanying prospectus describing the terms of the offering have been filed with the SEC and a final prospectus supplement will be filed with the SEC. Copies of the final prospectus supplement and accompanying prospectus relating to the offering may be obtained, when available, from Robert W. Baird & Co. Incorporated, 777 E. Wisconsin Avenue, Milwaukee, Wisconsin 53202, by telephone at (800) 792-2473, or by email at syndicate@rwbaird.com, Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, FL 33716, by telephone at (800) 248-8863, or by email at prospectus@raymondjames.com, RBC Capital Markets, LLC, 200 Vesey Street, New York, New York 10281, by telephone at (877) 822-4089, or by email at equityprospectus@rbccm.com, and Truist Securities, Inc., 740 Battery Ave. SE, 3^rd Floor, Atlanta, Georgia 30339, Attention: Equity Capital Markets or by email at TruistSecurities.prospectus@Truist.com. Electronic copies of the final prospectus supplement and accompanying prospectus will also be available on the SEC’s website at www.sec.gov.

About Kratos Defense & Security Solutions
Kratos Defense & Security Solutions, Inc. (NASDAQ: KTOS) a technology, hardware, products, system and software company addressing the defense, national security, and commercial markets. Kratos makes true internally funded research, development, capital and other investments, to rapidly develop, produce and field relevant solutions that address our customers’ mission critical needs and requirements. At Kratos, affordability is a technology, and we seek to utilize proven, leading-edge approaches and technology, not unproven bleeding edge approaches or technology, with Kratos’ approach designed to reduce cost, schedule and risk, enabling us to be first to market with cost effective solutions. We believe that Kratos is known as the innovative disruptive change agent in the industry, a company that is an expert in designing products and systems up front for successful rapid, large quantity, low-cost future manufacturing, which is a value-add competitive differentiator for our large traditional prime system integrator partners and also to our government and commercial customers. Kratos intends to pursue program and contract opportunities as the prime or lead contractor when we believe our probability of win is high and any investment required by Kratos is within our capital resource comfort level. We intend to partner and team with a large, traditional system integrator when our assessment of probability of win is greater or required investment is beyond Kratos’ comfort level. Kratos’ primary business areas include, virtualized ground systems for satellites and space vehicles including software for command & control (C2) and telemetry, tracking and control (TT&C), jet powered unmanned aerial drone systems, hypersonic vehicles and rocket systems, propulsion systems for drones, missiles, loitering munitions, supersonic systems, space craft and launch systems, command, control, communication, computing, combat, intelligence surveillance and reconnaissance (C5ISR) and microwave electronic products for missile, radar, air defense, missile defense, space, satellite, counter unmanned aircraft systems (CUAS), directed energy, communication and other systems, and virtual & augmented reality training systems for the warfighter.

Notice Regarding Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to a variety of matters, including, without limitation, Kratos’ expectations regarding the sale of shares of its common stock in the proposed public offering, use of the expected proceeds from the proposed public offering and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of Kratos and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of the date they are made, and Kratos undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. Although Kratos believes that the expectations reflected in these forward-looking statements are reasonable, these statements involve many risks and uncertainties that may cause actual results to differ materially from what may be expressed or implied in these forward-looking statements including, but not limited to: risks and uncertainties related to market conditions, the satisfaction of customary closing conditions related to the proposed public offering, and general economic factors. There can be no assurance that Kratos will be able to complete the proposed public offering on the anticipated terms, or at all. For a further discussion of risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the business of Kratos in general, see the risk disclosures in the Annual Report on Form 10-K of Kratos for the year ended December 28, 2025 and in subsequent reports on Forms 10-Q and 8-K and other filings made with the SEC by Kratos.

Press Contact:
Claire Cantrell
claire.burghoff@kratosdefense.com

Investor Information:
877-934-4687
investor@kratosdefense.com

FAQ

How many shares did Kratos (KTOS) offer and at what price in February 2026?

Kratos offered 14,285,714 shares at a public offering price of $84.00 per share. According to Kratos, the offering includes a 30-day option to purchase an additional 2,142,857 shares, subject to customary closing conditions.

What net proceeds does Kratos (KTOS) expect from the February 2026 offering?

Kratos expects net proceeds of approximately $1,172,999,977 from the offering. According to Kratos, proceeds will fund capex, R&D, balance sheet strengthening, recent/pending acquisitions and general corporate purposes.

When is the Kratos (KTOS) stock offering expected to close?

The offering is expected to close on March 2, 2026, subject to customary closing conditions. According to Kratos, the securities are offered under an automatic shelf registration statement that became effective February 26, 2026.

How will Kratos (KTOS) use the proceeds from the public offering?

Kratos plans to use proceeds for capex, product and software development, balance sheet strengthening, and acquisitions. According to Kratos, funds will support recent acquisition Nomad, pending Orbit acquisition and select strategic M&A opportunities.

Who are the joint book-running managers for the Kratos (KTOS) offering?

Baird, Raymond James, RBC Capital Markets and Truist Securities are joint book-running managers. According to Kratos, investors can obtain prospectus materials from those firms or via the SEC website when available.

Will the Kratos (KTOS) offering dilute current shareholders?

Yes — the offering is a company sale of 14,285,714 shares, which may dilute existing shareholders. According to Kratos, all shares in the offering are being sold by the company and dilution could increase if the underwriters exercise their option.