Kratos (NASDAQ: KTOS) completes $352.7M cash acquisition of Orbit Technologies

Rhea-AI Filing Summary

Kratos Defense & Security Solutions, Inc. completed its previously announced acquisition of Orbit Technologies Ltd. on March 2, 2026. Orbit, formerly publicly traded on the Tel Aviv Stock Exchange, is now an indirect wholly owned subsidiary of Kratos through Kratos Holdings U K Limited.

Kratos paid approximately $352.7 million in cash for 100 percent of Orbit’s ordinary shares, funded from cash on its balance sheet, based on $13.725 per Orbit share as set in the Merger Agreement. All outstanding Orbit stock options became fully vested and were canceled in exchange for a cash payment equal to the spread between the merger price and the option exercise price, multiplied by the underlying shares.

Insights

M&A and Capital Allocation Analyst

Kratos closes a cash-funded $352.7M acquisition of Orbit, expanding its portfolio while drawing on its balance sheet.

The transaction makes Orbit a wholly owned subsidiary of Kratos, with the deal value of $352.7 million set at $13.725 per Orbit ordinary share. Paying entirely in cash from existing balances avoids immediate share dilution but concentrates financial exposure into this acquisition.

All outstanding Orbit options were fully vested and canceled for cash equal to the merger price minus each option’s exercise price, multiplied by underlying shares. Future filings may clarify how Orbit contributes to Kratos’s revenue, margins, and integration costs following the March 2, 2026 closing.

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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

March 2, 2026

Date of Report (Date of earliest event reported)

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
Round Rock, TX 92131
(Address of Principal Executive Offices) (Zip Code)

(512) 238-9840

(Registrant’s telephone number, including area code)

(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 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 2.01 Completion of Acquisition or Disposition of Assets

Kratos Defense & Security Solutions, Inc. (the “Company”), Kratos Holdings U K Limited, a private limited company incorporated under the laws of England and Wales and an indirect wholly owned subsidiary of the Company (“Buyer”), Kratos Acquisition Ltd., a company organized under the laws of the State of Israel and a direct wholly owned subsidiary of Buyer (“Merger Sub”), and Orbit Technologies Ltd., a company organized under the laws of the State of Israel (“Orbit”), entered into an Agreement and Plan of Merger, dated as of November 4, 2025 (the “Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Orbit (the “Merger”), with Orbit continuing as the surviving corporation in the Merger as an indirect wholly owned subsidiary of the Company and a direct subsidiary of Buyer. The Merger Agreement and the Merger are described in Item 1.01 of the Current Report on Form 8-K that the Company filed with the SEC on November 7, 2025, which description is incorporated herein by reference. A copy of the Merger Agreement is filed as Exhibit 2.1 hereto and incorporated by reference herein.

The Merger was completed on March 2, 2026, at which time Orbit became an indirect wholly owned subsidiary of the Company and a direct subsidiary of Buyer. Prior to completion of the Merger, Orbit’s ordinary shares were publicly traded on the Tel Aviv Stock Exchange. The purchase price paid for 100 percent of the ordinary shares of Orbit was approximately $352.7 million in cash, which was funded via cash on the Company’s balance sheet. The purchase price was determined based on $13.725 for each Orbit ordinary share (the “Merger Consideration”), as set forth in the Merger Agreement. Pursuant to the Merger Agreement, effective as of the effective time of the Merger, each outstanding option to purchase Orbit ordinary shares (each, a “Company Option”), whether or not vested, became fully vested and was thereafter canceled without any action on the part of any holder thereof for the right of the holder of such Company Option to receive a lump sum cash payment equal to the product of (i) the excess of (A) the Merger Consideration over (B) the exercise price per Orbit ordinary share with respect to such Company Option multiplied by (ii) the total number of Orbit ordinary shares underlying such Company Option.

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 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

2.1 *						Agreement and Plan of Merger, dated as of November 4, 2025, by and among the Company, Kratos Holdings U K Limited, Kratos Acquisition Ltd and Orbit Technologies Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on November 7, 2025)
104						Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL).

*Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, 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 6, 2026

FAQ

What transaction did Kratos Defense & Security Solutions (KTOS) complete with Orbit Technologies?

Kratos completed the acquisition of Orbit Technologies Ltd., making Orbit an indirect wholly owned subsidiary. The deal closed on March 2, 2026, through a merger of Kratos Acquisition Ltd. into Orbit, with Orbit surviving as a direct subsidiary of Kratos Holdings U K Limited.

How much did Kratos (KTOS) pay to acquire Orbit Technologies and how was it funded?

Kratos paid approximately $352.7 million in cash for 100 percent of Orbit’s ordinary shares. The purchase price was funded entirely with cash on Kratos’s balance sheet, meaning no new equity is mentioned in this disclosure for financing the transaction.

What price per share did Kratos (KTOS) agree to pay for Orbit Technologies’ ordinary shares?

The merger consideration for Orbit’s ordinary shares was $13.725 per share, as specified in the Agreement and Plan of Merger. This per-share price was used to determine both the total cash purchase price and the cash amounts payable in cancellation of Orbit stock options.

What happened to outstanding Orbit Technologies stock options in the Kratos (KTOS) merger?

Each outstanding Orbit stock option became fully vested at the merger’s effective time and was canceled. Holders receive a lump-sum cash payment equal to the excess of $13.725 over the option’s exercise price, multiplied by the number of Orbit shares underlying the option.

Was Orbit Technologies still publicly traded after the acquisition by Kratos (KTOS)?

No. Prior to completion of the merger, Orbit’s ordinary shares were publicly traded on the Tel Aviv Stock Exchange. After closing on March 2, 2026, Orbit became an indirect wholly owned subsidiary of Kratos and is no longer described as a publicly traded company in this disclosure.

Which entities were parties to the Kratos (KTOS) and Orbit Technologies merger agreement?

The merger agreement was among Kratos Defense & Security Solutions, Inc., its indirect subsidiary Kratos Holdings U K Limited, its direct subsidiary Kratos Acquisition Ltd., and Orbit Technologies Ltd.. Kratos Acquisition Ltd. merged into Orbit, with Orbit continuing as the surviving corporation.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB