Kratos Executive Maintains Large Stake Despite $250K+ Planned Stock Sale

Rhea-AI Filing Summary

Insider Trading Alert: Phillip D. Carrai, President of STC Division at Kratos Defense & Security Solutions (KTOS), executed a significant stock sale on June 16, 2025. The transaction involved the disposition of 6,000 shares at a weighted average price of $42.1613 per share, with prices ranging from $41.895 to $42.36.

The sale was conducted under a pre-established 10b5-1 trading plan adopted on November 15, 2024, demonstrating planned portfolio management rather than reactive trading. Following the transaction, Carrai maintains substantial holdings of 276,085 shares held directly, including 11,385 shares from Employee Stock Purchase Plan and 4,221 shares in the 401(k) Plan. Additionally, he holds 46,644 shares indirectly through a trust.

This transaction represents a partial reduction in Carrai's direct holdings while maintaining significant equity exposure to KTOS, suggesting continued confidence in the company's prospects despite the sale.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Carrai Phillip D

(Last) (First) (Middle)

10680 TREENA STREET, SUITE 600

(Street)

SAN DIEGO CA 92131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KRATOS DEFENSE & SECURITY SOLUTIONS, INC. [ KTOS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, STC Division

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/16/2025		S		6,000(1)	D	$42.1613(2)	276,085(3)	D
Common Stock								46,644	I	by trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on November 15, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $41.895 to $42.36 inclusive. The reporting person undertakes to provide to Issuer, any security holder of Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

3. Includes 11,385 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 4,221 shares held through Issuer's 401(k) Plan.

	Phillip D. Carrai, by Eva Yee, Attorney-In-Fact	06/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many KTOS shares did Phillip Carrai sell on June 16, 2025?

Phillip Carrai, President of STC Division at KTOS, sold 6,000 shares of common stock on June 16, 2025, at a weighted average price of $42.1613 per share.

What is the total KTOS stock ownership of Phillip Carrai after the June 2025 transaction?

After the transaction, Phillip Carrai owned 322,729 total shares of KTOS, consisting of 276,085 shares held directly and 46,644 shares held indirectly through a trust.

Was KTOS insider Carrai's stock sale part of a pre-planned trading arrangement?

Yes, the sale was executed pursuant to a Rule 10b5-1 trading plan that was adopted by Phillip Carrai on November 15, 2024.

What was the price range of KTOS shares sold by Carrai in the June 2025 transaction?

The shares were sold in multiple transactions at prices ranging from $41.895 to $42.36 per share, with a weighted average price of $42.1613.

How many KTOS shares does Phillip Carrai own through employee benefit plans?

Carrai owns 11,385 shares through KTOS's Employee Stock Purchase Plan and approximately 4,221 shares through the company's 401(k) Plan, totaling 15,606 shares through employee benefit plans.