KTOS insider David Carter disposed of 4,000 shares under 10b5-1 plan

Rhea-AI Filing Summary

David M. Carter, President of the DRSS division and a director-level officer at Kratos Defense & Security Solutions, Inc. (KTOS), reported sales under a pre-established 10b5-1 trading plan adopted on 06/13/2025. On 10/07/2025 he sold a total of 4,000 common shares in multiple transactions at weighted average prices ranging roughly from $100.40 to $104.69, with reported weighted-average prices between $101.118 and $104.0305 across lots. Following these sales he beneficially owned 93,809 common shares, which include 12,200 ESPP purchases and 4,165 shares held in a retirement account. The Form 4 was signed on 10/09/2025.

Positive

• Sale executed under a 10b5-1 trading plan adopted on 06/13/2025, signaling pre-planned compliance
• Reporting discloses retained holdings of 93,809 shares, including 12,200 ESPP and 4,165 retirement shares, showing continued insider ownership

Negative

• Insider sold a total of 4,000 shares on 10/07/2025, reducing direct holdings
• Weighted-average sale prices clustered between $100.40 and $104.69, indicating sales executed in a narrow recent price band

Insights

Corporate Governance Analyst

TL;DR: Officer executed scheduled sales under a 10b5-1 plan, maintaining substantial holdings.

The reported sales were executed pursuant to a 10b5-1 trading plan adopted on 06/13/2025, which provides an affirmative defense to insider trading claims when properly structured. Selling 4,000 shares on 10/07/2025 in multiple tranches is consistent with a planned program rather than ad-hoc disposals.

Key governance signals include explicit footnotes disclosing price ranges and the composition of retained holdings (including 12,200 ESPP and 4,165 retirement shares). Investors may monitor future Form 4 filings to confirm whether further sales follow the plan schedule over the next few quarters.

Equity Analyst

TL;DR: Sales reduced direct holding to 93,809 shares; realized prices clustered near $101–$104.

The officer sold a combined 4,000 common shares at weighted-average prices reported between $101.118 and $104.0305, which translates to proceeds in the low $400k range (not explicitly totaled on the form). These transactions lowered direct beneficial ownership to 93,809 shares, a level that still represents a meaningful personal stake.

For impact on liquidity or signaling, watch for any materially larger or unscheduled trades and subsequent filings over the next 3–12 months. The disclosed use of ESPP and retirement holdings reduces immediate dilution risk tied to routine sales.

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^*

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)
10/07/2025

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	10/07/2025		S		600(1)	D	$101.118(2)	97,209(6)	D
Common Stock	10/07/2025		S		600(1)	D	$101.8583(3)	96,609(6)	D
Common Stock	10/07/2025		S		1,601(1)	D	$102.8687(4)	95,008(6)	D
Common Stock	10/07/2025		S		1,168(1)	D	$104.0305(5)	93,840(6)	D
Common Stock	10/07/2025		S		31(1)	D	$104.69	93,809(6)	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 $100.40 to $101.38 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 $101.47 to $102.09 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $102.52 to $103.45 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.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.61 to $104.50 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.

6. 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	10/09/2025
	** 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 Kratos officer David M. Carter report on Form 4 (KTOS)?

He reported selling 4,000 common shares on 10/07/2025 under a 10b5-1 plan and retaining 93,809 shares after the transactions.

Were the sales by the KTOS officer part of a planned program?

Yes. The Form 4 states the transactions were effected pursuant to a 10b5-1 trading plan adopted on 06/13/2025.

At what prices were the KTOS shares sold by the reporting person?

Sales occurred in multiple tranches with reported weighted-average ranges from approximately $100.40 to $104.69; detailed per-price breakdowns are available on request as noted in the filing.

How many shares does the officer still beneficially own after the sales?

The filing reports 93,809 shares beneficially owned following the reported transactions, including ESPP and retirement account holdings.

Does the Form 4 show any derivative transactions?

No. Table II for derivative securities shows no entries; only common stock sales are reported.