Kratos (KTOS) Form 4: Carrai disposes 6,000 shares; retains 258K direct stake

Rhea-AI Filing Summary

Phillip D. Carrai, President of the STC Division and a director/officer of Kratos Defense & Security Solutions, reported two open-market sales of common stock on 09/15/2025 executed under a 10b5-1 trading plan adopted November 15, 2024. The reporting shows dispositions of 3,359 shares at a weighted average price of $68.4265 (individual trade prices ranged $68.10–$69.00) and 2,641 shares at a weighted average price of $69.32 (individual trade prices ranged $69.10–$69.45). After these transactions, Mr. Carrai directly beneficially owned 258,073 shares and indirectly held 46,644 shares through a trust; direct holdings include 11,385 ESPP shares and ~4,209 401(k) shares.

Positive

• Transactions executed under a 10b5-1 trading plan, indicating pre-planned sales and procedural compliance
• Disclosure of weighted-average prices and price ranges with an offer to provide per-trade details, supporting transparency
• Significant remaining ownership: 258,073 shares direct and 46,644 shares indirect, showing continued stake

Negative

• Insider sold 6,000 shares on 09/15/2025, reducing direct holdings from 260,714 to 258,073 shares
• Sales occurred at prices ranging $68.10–$69.45, representing insider liquidity that could be perceived negatively by some investors

Insights

Securities Analyst

TL;DR: Insider executed pre-planned sales totaling 6,000 shares under a 10b5-1 plan; remaining direct and indirect holdings remain substantial.

The reported transactions were sales, not option exercises or gifts, and were effected pursuant to a 10b5-1 plan dated November 15, 2024, which indicates the sales were pre-authorized rather than opportunistic trades. Aggregate disposed shares total 6,000, with reported weighted average prices of $68.4265 and $69.32. Post-transaction ownership shows continued meaningful alignment: 258,073 shares directly and 46,644 indirectly. For investors, the filing documents routine insider liquidity rather than a change in control or a material corporate event.

Corporate Governance Expert

TL;DR: Sales were processed under a documented 10b5-1 plan, demonstrating compliance; disclosure provides weighted-price ranges for transparency.

The form discloses that the selling transactions were implemented via a 10b5-1 trading plan, and the filer offers to supply detailed per-trade quantities at each price within disclosed ranges. This level of disclosure supports governance best practices on insider trading transparency. Ownership detail also specifies ESPP and 401(k) holdings included in direct beneficial ownership totals, clarifying the composition of reported shareholdings.

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
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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).

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)
09/15/2025

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	09/15/2025		S		3,359(1)	D	$68.4265(2)	260,714(4)	D
Common Stock	09/15/2025		S		2,641(1)	D	$69.32(3)	258,073(4)	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 $68.10 to $69.00 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $69.10 to $69.45 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.

4. Includes 11,385 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 4,209 shares held through Issuer's 401(k) Plan.

	Phillip D. Carrai, by Eva Yee, Attorney-In-Fact	09/17/2025
	** 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

What did Phillip D. Carrai report on Form 4 for KTOS?

The Form 4 reports two sales on 09/15/2025 totaling 6,000 shares executed under a 10b5-1 plan; weighted average prices were $68.4265 and $69.32.

How many shares does Mr. Carrai own after the reported transactions?

After the transactions Mr. Carrai directly beneficially owned 258,073 shares and indirectly owned 46,644 shares through a trust.

Were the sales part of a pre-arranged plan?

Yes. The filing states the transactions were effected pursuant to a 10b5-1 trading plan adopted on November 15, 2024.

Do the reported holdings include ESPP or 401(k) shares?

Yes. The filing notes inclusion of 11,385 ESPP shares and approximately 4,209 401(k) shares in the direct beneficial ownership total.

What price ranges were the shares sold at?

Shares were sold in multiple transactions at prices ranging from $68.10 to $69.00 for one set and $69.10 to $69.45 for the other; weighted averages are provided on the form.