Kratos (NASDAQ: KTOS) division president gets 25,000 RSUs, settles taxes

Rhea-AI Filing Summary

Kratos Defense & Security Solutions executive Stacey G. Rock, President of the KTT Division, reported equity compensation activity in early January 2026. On January 3, 2026, Rock received a new grant of 25,000 restricted stock units (RSUs), each representing one share of common stock, which will vest in installments on future anniversaries of the grant date pursuant to the RSU agreement.

On January 3 and 4, 2026, previously granted RSUs vested and were converted into multiple blocks of common stock through transactions coded "M" at an exercise price of $0. In connection with these vestings, the company withheld several blocks of shares, coded "F", to cover tax liabilities at a price of $79.29 per share, consistent with its trading policies. After these transactions, Rock beneficially owned 47,117 shares of Kratos common stock, including shares held through the employee stock purchase plan and 401(k), as well as remaining RSUs reported as derivative securities.

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^*

Rock Stacey G

(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, KTT Division

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2026

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	01/03/2026		M		3,000(3)	A	$0	33,549(9)	D
Common Stock	01/03/2026		F		1,293(8)	D	$79.29	32,256(9)	D
Common Stock	01/03/2026		M		3,000(4)	A	$0	35,256(9)	D
Common Stock	01/03/2026		F		1,180(8)	D	$79.29	34,076(9)	D
Common Stock	01/03/2026		M		15,500(5)	A	$0	49,576(9)	D
Common Stock	01/03/2026		F		6,099(8)	D	$79.29	43,477(9)	D
Common Stock	01/04/2026		M		3,000(6)	A	$0	46,477(9)	D
Common Stock	01/04/2026		F		1,180(8)	D	$79.29	45,297(9)	D
Common Stock	01/04/2026		M		3,000(7)	A	$0	48,297(9)	D
Common Stock	01/04/2026		F		1,180(8)	D	$79.29	47,117(9)	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
Restricted Stock Units	(1)	01/03/2026		A		25,000		(2)	(2)	Common Stock	25,000	$0	25,000	D
Restricted Stock Units	(1)	01/03/2026		M			3,000	(3)	(3)	Common Stock	3,000	$0	3,000	D
Restricted Stock Units	(1)	01/03/2026		M			3,000	(4)	(4)	Common Stock	3,000	$0	6,000	D
Restricted Stock Units	(1)	01/03/2026		M			15,500	(5)	(5)	Common Stock	15,500	$0	24,500	D
Restricted Stock Units	(1)	01/04/2026		M			3,000	(6)	(6)	Common Stock	3,000	$0	0	D
Restricted Stock Units	(1)	01/04/2026		M			3,000	(7)	(7)	Common Stock	3,000	$0	9,000	D

Explanation of Responses:

1. Each restricted stock unit (RSU) represents a contingent right to receive one share of Issuer's common stock.

2. RSUs vest ratably on each of the first five anniversaries of the date of grant, unless earlier vested or terminated pursuant to the terms of the RSU agreement.

3. RSUs were granted and previously reported on a Form 4 filed January 5, 2022, where 15,000 RSUs vest ratably on each of the first five anniversaries of the January 3, 2022 date of grant.

4. RSUs were granted and previously reported on a Form 4 filed January 5, 2023, where 15,000 RSUs vest ratably on each of the first five anniversaries of the January 3, 2023 date of grant.

5. RSUs were granted and previously reported on a Form 4 filed January 7, 2025, where 15,500 RSUs vest on each of the 1st and 2nd anniversaries of the January 3, 2025 date of grant and 3,000 RSUs vest on each of the 3rd, 4th, and 5th anniversaries of the date of grant.

6. RSUs were granted and previously reported on a Form 4 filed January 5, 2021, where 15,000 RSUs vest ratably on each of the first five anniversaries of the January 4, 2021 date of grant.

7. RSUs were granted and previously reported on a Form 4 filed January 5, 2024, where 15,000 RSUs vest ratably on each of the first five anniversaries of the January 4, 2024 date of grant.

8. 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.

9. Includes 2,013 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 6,676 shares held through Issuer's 401(k).

	Stacey G. Rock, by Eva Yee, Attorney-In-Fact	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did KTOS executive Stacey G. Rock report on this Form 4?

The filing shows that Stacey G. Rock, President of the KTT Division of Kratos Defense & Security Solutions, Inc. (KTOS), reported multiple equity compensation transactions, including new restricted stock unit grants, RSU conversions into common stock, and share withholding for taxes.

How many new restricted stock units did Stacey G. Rock receive from KTOS?

On January 3, 2026, Rock received a new grant of 25,000 restricted stock units (RSUs), each representing a contingent right to receive one share of Kratos common stock, subject to vesting conditions.

How do the KTOS RSUs reported by Stacey G. Rock vest?

The footnotes state that each RSU represents one share of common stock. The newly granted RSUs vest ratably on each of the first five anniversaries of the grant date, unless vested or terminated earlier under the RSU agreement. Other RSU blocks referenced were granted in prior years with similar multi-year vesting schedules.

What are the tax withholding transactions at $79.29 reported by KTOS?

Several transactions coded "F" reflect shares of common stock withheld in net settlement to satisfy Rock’s tax liability related to RSU vesting. The filing shows these withheld shares valued at $79.29 per share, in line with Kratos’s trading policies.

Did Stacey G. Rock exercise RSUs into KTOS common stock in this period?

Yes. On January 3 and 4, 2026, multiple transactions coded "M" show RSUs being converted into blocks of 3,000 and 15,500 shares of Kratos common stock at an exercise price of $0, reflecting routine settlement of vested RSUs.

How many KTOS shares did Stacey G. Rock own after these Form 4 transactions?

After the reported transactions, Rock beneficially owned 47,117 shares of Kratos common stock. This total includes 2,013 shares purchased through the Employee Stock Purchase Plan and approximately 6,676 shares held through the company’s 401(k), along with other directly held shares.

What derivative KTOS securities does Stacey G. Rock hold following this Form 4?

The derivative table reports restricted stock units as derivative securities. Following the transactions, Rock held 25,000 newly granted RSUs plus additional RSUs from prior grants, which together represent the right to receive future shares of Kratos common stock upon vesting under their respective schedules.