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  4. [Form 4] KRATOS DEFENSE & SECURITY SOLUTIONS, INC. Insider Trading Activity

Kratos (NASDAQ: KTOS) president sells 4,000 shares in 10b5-1 plan

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Kratos Defense & Security Solutions President, DRSS Division David M. Carter sold 4,000 shares of common stock in open-market transactions. The sales on May 7, 2026 were executed at weighted average prices in ranges from $56.51 to $60.11 per share under a pre-arranged Rule 10b5-1 trading plan.

After these transactions, Carter directly holds 74,071 shares, including 12,200 shares purchased through the company’s Employee Stock Purchase Plan, 4,165 shares in a retirement account, and approximately 138 shares in the company’s 401(k) plan.

Positive

  • None.

Negative

  • None.
Insider Carter David M
Role President, DRSS Division
Sold 4,000 shs ($232K)
Type Security Shares Price Value
Sale Common Stock 1,300 $56.8531 $74K
Sale Common Stock 1,300 $57.9831 $75K
Sale Common Stock 1,100 $58.7391 $65K
Sale Common Stock 200 $59.99 $12K
Sale Common Stock 100 $61.05 $6K
Holdings After Transaction: Common Stock — 76,771 shares (Direct, null)
Footnotes (1)
  1. This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on June 13, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.51 to $57.33 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.54 to $58.52 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.57 to $59.01 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $59.87 to $60.11 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. Includes 12,200 shares purchased through Issuer's Employee Stock Purchase Plan and 4,165 shares held through reporting person's retirement account; and approximately 138 shares held through Issuer's 401(k) Plan.
Shares sold 4,000 shares Total net shares sold on May 7, 2026
Highest reported sale price $61.05/share Individual open-market sale price on May 7, 2026
Price ranges (lowest series) $56.51–$57.33/share Weighted average price range noted in footnote
Price ranges (highest series) $59.87–$60.11/share Weighted average price range noted in footnote
Shares held after transactions 74,071 shares Direct ownership following May 7, 2026 sales
ESPP shares held 12,200 shares Purchased through Employee Stock Purchase Plan
Retirement account shares 4,165 shares Held through reporting person’s retirement account
401(k) Plan shares ≈138 shares Held through issuer’s 401(k) Plan
10b5-1 trading plan financial
"This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person"
A 10b5-1 trading plan is a pre-arranged strategy that allows company insiders to buy or sell company stock at set times, regardless of their current knowledge about the company's situation. It acts like a scheduled appointment for trading, helping prevent the appearance of impropriety or insider trading. This plan provides a way for insiders to sell or buy shares in a controlled, transparent manner, offering reassurance to investors about fair trading practices.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Employee Stock Purchase Plan financial
"Includes 12,200 shares purchased through Issuer's Employee Stock Purchase Plan"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
retirement account financial
"4,165 shares held through reporting person's retirement account"
401(k) Plan financial
"approximately 138 shares held through Issuer's 401(k) Plan."
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 CALIFORNIA 92131
(City)(State)(Zip)
UNITED STATES
(Country)		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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, DRSS Division
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/07/2026S1,300(1)D$56.8531(2)76,771(6)D
Common Stock05/07/2026S1,300(1)D$57.9831(3)75,471(6)D
Common Stock05/07/2026S1,100(1)D$58.7391(4)74,371(6)D
Common Stock05/07/2026S200(1)D$59.99(5)74,171(6)D
Common Stock05/07/2026S100(1)D$61.0574,071(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 $56.51 to $57.33 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 $57.54 to $58.52 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 $58.57 to $59.01 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 $59.87 to $60.11 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; and approximately 138 shares held through Issuer's 401(k) Plan.
David M. Carter, by Eva Yee, Attorney-In-Fact05/08/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did KTOS executive David M. Carter report?

David M. Carter reported selling 4,000 shares of KTOS common stock in open-market transactions. The trades occurred on May 7, 2026 at weighted average prices within specified ranges disclosed in the filing’s footnotes.

At what prices did the KTOS insider sell shares on May 7, 2026?

The filing reports weighted average sale prices with share sales executed in multiple trades. Footnotes state price ranges from $56.51 to $60.11 per share, with detailed trade-level information available on request from the issuer or regulators.

How many KTOS shares does David M. Carter hold after the sale?

Following the transactions, David M. Carter directly holds 74,071 KTOS shares. This total includes shares acquired through the Employee Stock Purchase Plan, a retirement account, and approximately 138 shares held in the company’s 401(k) plan.

Was the KTOS insider sale made under a Rule 10b5-1 trading plan?

Yes. A footnote states the transactions were effected under a Rule 10b5-1 trading plan adopted on June 13, 2025, indicating the sales were pre-arranged rather than discretionary decisions made on the trade date.

How many KTOS shares did the insider sell in total on May 7, 2026?

The transaction summary shows a total net sale of 4,000 KTOS shares across five open-market transactions. Each trade is reported with its own share amount and weighted average price for that day.

What portion of David M. Carter’s KTOS holdings come from employee plans?

The filing notes that holdings include 12,200 shares from the Employee Stock Purchase Plan, 4,165 shares in a retirement account, and approximately 138 shares in the 401(k) Plan, all counted within his 74,071 directly held shares.