Kratos (NASDAQ: KTOS) US division chief gets stock awards, tax withholdings

Rhea-AI Filing Summary

Kratos Defense & Security Solutions executive Steven S. Fendley, President of the US Division, reported multiple equity-compensation transactions in company common stock on March 4, 2026.

He acquired three share grants of 16,666, 16,667, and 16,667 shares, each pursuant to the settlement of Performance Restricted Stock Unit Awards originally granted on January 3, 2022, January 4, 2024, and January 3, 2025, respectively. These awards converted into common shares at no cash cost to him.

On the same date, three separate dispositions of 6,558 shares each were reported under transaction code F. According to the disclosure, these shares were withheld in net transactions to satisfy tax liabilities in connection with the vested performance awards, in line with the issuer’s trading policies, rather than open-market sales. Following these transactions, Fendley directly owned 364,981 shares of Kratos common stock, which includes approximately 2,309 shares held through the company’s 401(k) plan.

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^*

Fendley Steven S.

(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, US 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	351,321(5)	D
Common Stock	03/04/2026		F		6,558(4)	D	$89.13	344,763(5)	D
Common Stock	03/04/2026		A		16,667(2)	A	$0	361,430(5)	D
Common Stock	03/04/2026		F		6,558(4)	D	$89.13	354,872(5)	D
Common Stock	03/04/2026		A		16,667(3)	A	$0	371,539(5)	D
Common Stock	03/04/2026		F		6,558(4)	D	$89.13	364,981(5)	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. 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 approximately 2,309 shares held through Issuer's 401(k) Plan.

	Steven S. Fendley, 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.
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FAQ

What insider stock transactions did KTOS executive Steven S. Fendley report?

Steven S. Fendley reported a mix of equity-award acquisitions and tax-related share dispositions in Kratos common stock. On March 4, 2026, he received three Performance RSU settlements and had three corresponding share withholdings to cover tax liabilities, all reported as direct ownership changes.

How many KTOS shares did Steven S. Fendley acquire through awards?

Fendley acquired three blocks of Kratos common stock through Performance RSU settlements: 16,666 shares, 16,667 shares, and 16,667 shares. These awards were granted on January 3, 2022, January 4, 2024, and January 3, 2025, respectively, and converted into shares at no stated purchase price.

Why did Steven S. Fendley dispose of KTOS shares in this Form 4 filing?

The reported dispositions reflect shares withheld to satisfy tax liabilities, not open-market sales. Three transactions of 6,558 shares each were executed as net share withholdings in connection with vested performance awards, consistent with Kratos’s trading policies for covering associated tax obligations.

What is Steven S. Fendley’s KTOS stock ownership after these transactions?

After the reported March 4, 2026 transactions, Fendley directly owned 364,981 shares of Kratos common stock. This figure includes approximately 2,309 shares held through the company’s 401(k) plan, as disclosed in the footnotes, and represents his updated direct beneficial ownership position.

What types of equity awards were settled for KTOS executive Steven S. Fendley?

The acquisitions came from Performance Restricted Stock Unit Awards that vested and settled into common shares. Footnotes state these awards were originally granted on January 3, 2022, January 4, 2024, and January 3, 2025, and the settlements resulted in the reported stock grants at zero purchase price.

Are Steven S. Fendley’s KTOS share transactions open-market buys or sells?

The reported transactions are equity-compensation related, not open-market buys or sells. He acquired shares through Performance RSU settlements and disposed of shares via tax-withholding transactions, where shares were withheld to cover tax obligations in connection with the vesting of those performance-based awards.