Kratos (KTOS) officer executes 10b5-1 sales totaling 4,000 shares

Rhea-AI Filing Summary

David M. Carter, President of the DRSS Division at Kratos Defense & Security Solutions (KTOS), reported sales of common stock executed under a 10b5-1 trading plan adopted June 13, 2025. On September 12, 2025 he sold 2,271 shares at a weighted-average price of $68.3618 and 1,729 shares at a weighted-average price of $69.1478. Following those reported transactions his direct beneficial ownership is reported as 99,538 shares after the first sale and 97,809 shares after the second sale. The filing notes that his holdings include 12,200 shares from the Employee Stock Purchase Plan and 4,165 shares held in a retirement account. The Form 4 was signed by an attorney-in-fact, Eva Yee, on behalf of the reporting person on September 16, 2025.

Positive

• Sales executed under a documented 10b5-1 trading plan, indicating preplanned transactions
• Detailed disclosure of weighted-average prices and price ranges for the multiple executions
• Holdings disclosure includes ESPP and retirement account shares, improving transparency

Negative

• Insider reduced direct beneficial ownership by 4,000 shares in total
• Filing shows sales by an officer, which some investors may view negatively despite plan use

Insights

Financial Analyst

TL;DR Insider sales under a pre-established 10b5-1 plan; transaction sizes are modest relative to institutional levels.

The reporting shows routine disposition of common shares via a 10b5-1 plan adopted June 13, 2025. Two blocks totaling 4,000 shares were sold on September 12, 2025 at weighted-average prices of $68.3618 and $69.1478, reducing direct beneficial ownership to 97,809 shares. The filing discloses participation in the company ESPP and a retirement account which form part of the reported holdings. From a financial-materiality perspective, the sale appears administrative and structured under a trading plan; the filing does not indicate acceleration, option exercises, or derivative activity.

Corporate Governance Expert

TL;DR Proper Form 4 disclosure of sales under a documented 10b5-1 plan; attorney-in-fact executed signature.

The Form 4 identifies the reporting person as an officer (President, DRSS Division) and indicates sales pursuant to a 10b5-1 plan adopted June 13, 2025, which is consistent with preplanned insider trading practices intended to mitigate allegations of opportunistic trading. The form was signed by an attorney-in-fact, Eva Yee, on September 16, 2025, and includes explanatory footnotes detailing weighted-average price ranges and internal holdings such as ESPP and retirement account shares. No derivative transactions or other governance red flags are disclosed in this filing.

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^*

Carter David M

(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, DRSS Division

3. Date of Earliest Transaction (Month/Day/Year)
09/12/2025

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	09/12/2025		S		2,271(1)	D	$68.3618(2)	99,538(4)	D
Common Stock	09/12/2025		S		1,729(1)	D	$69.1478(3)	97,809(4)	D

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 June 13, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.85 to $68.77 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 $68.85 to $69.46 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 12,200 shares purchased through Issuer's Employee Stock Purchase Plan and 4,165 shares held through reporting person's retirement account.

	David M. Carter, by Eva Yee, Attorney-In-Fact	09/16/2025
	** 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 KTOS insider David M. Carter sell and when?

On September 12, 2025 David M. Carter sold 2,271 shares at a weighted-average price of $68.3618 and 1,729 shares at a weighted-average price of $69.1478, pursuant to a 10b5-1 plan.

How many KTOS shares does David M. Carter beneficially own after these transactions?

The Form 4 reports 99,538 shares after the first reported sale and 97,809 shares after the second reported sale.

Was the sale by David M. Carter part of a 10b5-1 plan?

Yes. The filing states the transactions were effected pursuant to a 10b5-1 trading plan adopted on June 13, 2025.

Does the filing disclose other sources of Carter's holdings?

Yes. The filing notes 12,200 shares are held via the Employee Stock Purchase Plan and 4,165 shares are held in his retirement account.

Who signed the Form 4 for David M. Carter?

The Form 4 is signed by David M. Carter, by Eva Yee, Attorney-In-Fact with the signature date of September 16, 2025.