Kratos (NASDAQ: KTOS) prices $84 common stock offering for growth

Rhea-AI Filing Summary

Kratos Defense & Security Solutions completed a sizable common stock financing through an underwritten public offering. The company sold 14,285,714 shares of common stock and the underwriters exercised in full a 30-day option to purchase an additional 2,142,857 shares, all at a public offering price of $84.00 per share. The transaction closed on March 2, 2026 under an automatically effective Form S-3ASR shelf registration.

Kratos expects net proceeds of approximately $1,172,999,977, to be used to fund capital expenditures to scale operations for defense and national security customers, invest in new products and software, strengthen its balance sheet ahead of anticipated contract awards, finance the recent Nomad acquisition and pending Orbit acquisition along with other strategic M&A, and for general corporate purposes including offering expenses.

Insights

Capital markets and defense-sector analyst

Kratos raises over $1.17B in equity to fund growth and acquisitions.

Kratos Defense & Security Solutions has executed a large primary equity offering, selling 14,285,714 shares plus a fully exercised 2,142,857-share option at $84.00 per share. The press release indicates expected net proceeds of about $1,172,999,977, making this a substantial capital raise.

The company plans to direct this capital toward scaling operations for defense and national security programs, funding internally developed products and software, and strengthening its balance sheet. It also earmarks proceeds to pay for the Nomad acquisition, the pending Orbit acquisition, and selected future M&A, alongside general corporate needs and offering expenses.

The actual impact depends on how effectively Kratos converts this new capital into profitable contracts and program wins across its pipeline, including areas like unmanned systems, hypersonic and space-related technologies, and C5ISR solutions described in its business overview. Subsequent quarterly and annual filings will provide more detail on deployment of proceeds and any resulting revenue or margin changes.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2026

KRATOS DEFENSE & SECURITY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34460

13-3818604

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification Number)

1 Chisholm Trail, Suite 300

Round Rock, TX 78681

(Address of Principal Executive Offices) (Zip Code)

(512) 238-9840

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbols(s)			Name of each exchange on which registered
Common Stock, $0.001 par value			KTOS			The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

Item 1.01    Entry into a Material Definitive Agreement.

On February 26, 2026, Kratos Defense & Security Solutions, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Robert W. Baird & Co. Incorporated, as representative of the several underwriters named therein (collectively, the “Underwriters”), relating to the sale and issuance by the Company of 14,285,714 shares of the Company's common stock to the Underwriters in a firm commitment underwritten public offering. Pursuant to the Underwriting Agreement, the Company has also granted the Underwriters a 30-day option to purchase up to an additional 2,142,857 shares of the Company’s common stock (together with the 14,285,714 shares referred to above, collectively, the “Shares”). The Underwriters exercised such option in full on February 27, 2026. Subject to the terms and conditions contained in the Underwriting Agreement, the Underwriters purchased the Shares at a public offering price of $84.00 per share, less certain underwriting discounts and commissions, in a transaction that was completed on March 2, 2026 (the “Offering”).

The Shares were offered and sold pursuant to a base prospectus dated February 26, 2026 and a prospectus supplement dated February 26, 2026, pursuant to the Company’s registration statement on Form S-3ASR (File No. 333-293786), which was filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026 and became immediately effective pursuant to Rule 462(e) of the Securities Act of 1933, as amended (the “Securities Act”).

The Company 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.

The Underwriters and their affiliates have provided, and in the future may continue to provide, various financial advisory, cash management, investment banking, commercial banking and other financial services to the Company in the ordinary course of business for which they have received and will continue to receive customary compensation.

The foregoing description of the Underwriting Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and the terms of which are incorporated herein by reference. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement are solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Underwriting Agreement, and not to provide investors with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the SEC.

A copy of the opinion of Sheppard, Mullin, Richter & Hampton LLP relating to the legality of the issuance and sale of the Company’s common stock in the Offering is attached as Exhibit 5.1 hereto.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K 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, the Company’s intended use of the expected net proceeds from the 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 the Company 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 the Company undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise.

Item 8.01    Other Events.

On February 26, 2026, the Company issued a press release announcing the launch of the Offering, and on February 26, 2026, the Company issued a press release announcing the pricing of the Offering. Copies of the press releases are attached hereto as Exhibit 99.1 and 99.2, respectively, and are hereby incorporated by reference herein.

Item 9.01.    Financial Statements and Exhibits.

(d)    Exhibits.

1.1						Underwriting Agreement, dated February 26, 2026, by and between Kratos Defense & Security Solutions, Inc. and Robert W. Baird & Co. Incorporated, as representative of the several underwriters named therein.
5.1						Opinion of Sheppard, Mullin, Richter & Hampton LLP.
23.1						Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1).
99.1						Press release, dated February 26, 2026.
99.2						Press release, dated February 26, 2026.
104						Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Kratos Defense & Security Solutions, Inc.

By:

/s/ Deanna H. Lund

Deanna H. Lund

Executive Vice President, Chief Financial Officer

Date: March 2, 2026

Exhibit 99.1

For Immediate Release Press Contact: Claire Burghoff claire.burghoff@kratosdefense.com Investor Information: 877-934-4687 investor@kratosdefense.com

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

SAN DIEGO, Feb. 26, 2026 — 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 that it intends to offer for sale $1,000,000,000 of shares of its common stock in an underwritten offering pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). The underwriters will have a 30-day option to purchase up to an additional $150,000,000 of shares of common stock from Kratos. All of the shares in the offering are to be sold by Kratos. The proposed offering is subject to market and other conditions.

Kratos expects to use the net proceeds of the offering (i) to finance customer and program targeted acquisitions, (ii) to fund investments and capital expenditures to scale and successfully execute on large, mission critical National Security priorities related to existing programs, recent program awards and significant high-probability pipeline opportunities, and (iii) 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 proposed offering will be filed with the SEC. Copies of the preliminary 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, 3rd Floor, Atlanta, Georgia 30339, Attention Equity Capital Markets or by email at TruistSecurities.prospectus@Truist.com. Electronic copies of the preliminary 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) is a technology, hardware, products, system and software company addressing the defense, national security, and commercial markets. Kratos makes true internally

Exhibit 99.1

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, as well as 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.

Exhibit 99.2

For Immediate Release Press Contact: Claire Burghoff claire.burghoff@kratosdefense.com Investor Information: 877-934-4687 investor@kratosdefense.com

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

SAN DIEGO, Feb. 26, 2026 — 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, 3rd Floor, Atlanta, Georgia 30339, Attention: Equity Capital Markets or by email at TruistSecurities.prospectus@Truist.com. Electronic copies

Exhibit 99.2

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.

FAQ

What did Kratos Defense & Security Solutions (KTOS) announce in this 8-K?

Kratos disclosed a completed underwritten public offering of common stock. It sold 14,285,714 shares plus 2,142,857 additional shares via an exercised option at $84.00 per share, raising significant primary equity capital for growth, acquisitions, and general corporate purposes.

How many shares did Kratos (KTOS) issue and at what price in the offering?

Kratos issued 14,285,714 shares of common stock and granted underwriters a 30-day option for 2,142,857 additional shares, which was exercised in full. All shares were priced at a public offering price of $84.00 per share under a firm commitment underwriting.

How much does Kratos (KTOS) expect in net proceeds from the stock offering?

Kratos expects net proceeds from the underwritten offering of approximately $1,172,999,977 after underwriting discounts and commissions. This figure comes from the pricing press release and reflects capital the company plans to deploy into operations, product development, acquisitions, and general corporate uses.

What will Kratos (KTOS) use the stock offering proceeds for?

Kratos plans to use proceeds to fund capital expenditures to scale operations for defense and national security customers, invest in new products and software, strengthen its balance sheet, finance the Nomad acquisition and pending Orbit acquisition, pursue other strategic M&A, and cover general corporate purposes including offering expenses.

Under what registration statement was the Kratos (KTOS) offering conducted?

The offering was conducted under an automatic shelf registration statement on Form S-3ASR, File No. 333-293786. This registration statement was filed with the SEC and became effective upon filing on February 26, 2026, supporting both the base prospectus and the related prospectus supplement.

Who managed Kratos’ (KTOS) underwritten common stock offering?

Robert W. Baird & Co. Incorporated acted as representative of the several underwriters under the underwriting agreement. Baird, Raymond James, RBC Capital Markets and Truist Securities served as joint book-running managers for the offering, handling marketing, pricing, and distribution of the shares.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 14.1 KB
• EX-99.2 EX-99.2 14.7 KB

Other Documents

• EX-1.1 EX-1.1 220.2 KB
• EX-5.1 EX-5.1 14.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB