Kratos (KTOS) division president reports stock awards and tax withholding moves

Rhea-AI Filing Summary

Kratos Defense & Security Solutions executive Phillip D. Carrai, President of the STC Division, reported several equity-compensation events in company Common Stock on March 4, 2026. He acquired share grants of 16,666, 16,667 and 16,667 shares through settlements of prior Performance Restricted Stock Unit awards. To cover related tax liabilities, 7,516 shares were withheld in each of three transactions at $89.13 per share rather than sold on the open market. After these direct transactions, his direct ownership remained over 200,000 shares, and an additional 46,644 shares are held indirectly by trust.

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

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

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)
03/04/2026

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	03/04/2026		A		16,666(1)	A	$0	230,007(5)	D
Common Stock	03/04/2026		F		7,516(4)	D	$89.13	222,491(5)	D
Common Stock	03/04/2026		A		16,667(2)	A	$0	239,158(5)	D
Common Stock	03/04/2026		F		7,516(4)	D	$89.13	231,642(5)	D
Common Stock	03/04/2026		A		16,667(3)	A	$0	248,309(5)	D
Common Stock	03/04/2026		F		7,516(4)	D	$89.13	240,793(5)	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. Shares acquired pursuant to the settlement of a Performance Restricted Stock Unit Award granted on January 3, 2022.

2. Shares acquired pursuant to the settlement of a Performance Restricted Stock Unit Award granted on January 4, 2024.

3. Shares acquired pursuant to the settlement of a Performance Restricted Stock Unit Award granted on January 3, 2025.

4. Shares withheld in a net transaction to satisfy the tax liability, in accordance with Issuer's trading policies, in connection with shares vested as reported in this Form 4.

5. Includes 1,232 shares purchased through Issuer's Employee Stock Purchase Plan, and approximately 4,246 shares held through Issuer's 401(k) Plan.

	Phillip D. Carrai, by Eva Yee, Attorney-In-Fact	03/06/2026
	** 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).
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FAQ

What insider transactions did KTOS executive Phillip D. Carrai report?

Phillip D. Carrai reported equity-compensation transactions in Kratos common stock. He received multiple share grants from performance restricted stock unit settlements and had shares withheld to satisfy tax liabilities, all recorded as non-open-market transactions on March 4, 2026.

How many KTOS shares were granted to Phillip D. Carrai in this Form 4?

The Form 4 shows three stock grants to Phillip D. Carrai: 16,666 shares, 16,667 shares and 16,667 shares. These were acquired through settlements of Performance Restricted Stock Unit awards granted in 2022, 2024 and 2025, rather than open-market purchases.

What does the tax-withholding disposition mean in the KTOS Form 4?

The tax-withholding disposition reflects shares withheld to pay taxes on vested awards. In three transactions, 7,516 Kratos shares each were withheld at $89.13 per share, satisfying Carrai’s tax obligations without selling shares into the open market.

What is Phillip D. Carrai’s ownership in KTOS after these transactions?

After the reported transactions, Phillip D. Carrai holds more than 200,000 Kratos shares directly, based on the post-transaction totals in the filing. The report also notes 46,644 additional shares held indirectly in a trust associated with him.

Were the KTOS insider transactions open-market buys or sales?

No, the reported transactions were not open-market buys or sales. They were stock grants from Performance Restricted Stock Unit settlements and related tax-withholding dispositions, where shares were withheld to cover tax liabilities instead of being sold on the market.

What role does Phillip D. Carrai hold at Kratos Defense (KTOS)?

Phillip D. Carrai serves as President of Kratos Defense & Security Solutions’ STC Division. His Form 4 filing details changes in his beneficial ownership of Kratos common stock resulting from equity-compensation awards and related tax-withholding dispositions.