Kratos Defense & Security (KTOS) executive RSU grant and vesting detailed

Rhea-AI Filing Summary

Kratos Defense & Security Solutions executive Steven S. Fendley, President of the US Division, reported multiple equity transactions in early January 2026. On January 3, 2026, he received a grant of 50,000 restricted stock units (RSUs), each representing one share of common stock, which vest in equal installments on each of the first five anniversaries of the grant date.

On January 3 and 4, previously granted RSUs vested and were settled, with several blocks of 10,000 RSUs converted into common stock at an exercise price of $0. In connection with these vestings, the company withheld 4,045 and multiple blocks of 3,934 common shares at $79.29 per share to cover tax obligations, rather than these shares being sold on the open market. After these transactions, Fendley directly owned 348,653 shares of common stock, including approximately 2,307 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)
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		10,000(3)	A	$0	328,434(9)	D
Common Stock	01/03/2026		F		4,045(8)	D	$79.29	324,389(9)	D
Common Stock	01/03/2026		M		10,000(4)	A	$0	334,389(9)	D
Common Stock	01/03/2026		F		3,934(8)	D	$79.29	330,455(9)	D
Common Stock	01/03/2026		M		10,000(5)	A	$0	340,455(9)	D
Common Stock	01/03/2026		F		3,934(8)	D	$79.29	336,521(9)	D
Common Stock	01/04/2026		M		10,000(6)	A	$0	346,521(9)	D
Common Stock	01/04/2026		F		3,934(8)	D	$79.29	342,587(9)	D
Common Stock	01/04/2026		M		10,000(7)	A	$0	352,587(9)	D
Common Stock	01/04/2026		F		3,934(8)	D	$79.29	348,653(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		50,000		(2)	(2)	Common Stock	50,000	$0	50,000	D
Restricted Stock Units	(1)	01/03/2026		M			10,000	(3)	(3)	Common Stock	10,000	$0	10,000	D
Restricted Stock Units	(1)	01/03/2026		M			10,000	(4)	(4)	Common Stock	10,000	$0	20,000	D
Restricted Stock Units	(1)	01/03/2026		M			10,000	(5)	(5)	Common Stock	10,000	$0	40,000	D
Restricted Stock Units	(1)	01/04/2026		M			10,000	(6)	(6)	Common Stock	10,000	$0	0	D
Restricted Stock Units	(1)	01/04/2026		M			10,000	(7)	(7)	Common Stock	10,000	$0	30,000	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 50,000 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 50,000 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 50,000 RSUs vest ratably on each of the first five anniversaries of the January 3, 2025 date of grant.

6. RSUs were granted and previously reported on a Form 4 filed January 5, 2021, where 50,000 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 50,000 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 approximately 2,307 shares held through Issuer's 401(k) Plan.

	Steven S. Fendley, 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 activity did KTOS executive Steven S. Fendley report?

Steven S. Fendley, President of the US Division of Kratos Defense & Security Solutions, reported a new grant of restricted stock units and the vesting and settlement of several prior RSU awards into common stock on January 3 and 4, 2026.

How many restricted stock units were newly granted to the KTOS executive?

On January 3, 2026, Fendley received a grant of 50,000 restricted stock units (RSUs), each representing a contingent right to receive one share of Kratos common stock, vesting ratably over five years.

Were the KTOS executivecs transactions stock sales or tax withholdings?

The filing shows that when RSUs vested and converted into common stock, the company withheld shares in a net transaction to satisfy tax liabilities. Footnote 8 states that shares were withheld at $79.29 per share in accordance with the issuer5cs trading policies, rather than representing open-market sales.

What is the vesting schedule for the reported KTOS restricted stock units?

Each RSU award described in the footnotes generally vests ratably on each of the first five anniversaries of its respective grant date, unless earlier vested or terminated under the RSU agreement.

How many KTOS common shares does Steven S. Fendley own after these transactions?

Following the reported transactions, Fendley beneficially owned 348,653 shares of Kratos common stock directly, which includes approximately 2,307 shares held through the company5cs 401(k) plan, as noted in footnote 9.

What do the 5cM5c and 5cF5c transaction codes mean in the KTOS Form 4?

In this Form 4, code M indicates the exercise or conversion of restricted stock units into common stock at an exercise price of $0, while code F indicates shares withheld to pay taxes in connection with those vesting events, including withholdings at $79.29 per share.

What is Steven S. Fendley5cs role at Kratos Defense & Security Solutions (KTOS)?

According to the filing, Steven S. Fendley is an officer of Kratos Defense & Security Solutions serving as President, US Division, and the Form 4 is filed for one reporting person in this capacity.