Kratos (KTOS) Form 4: Carrai disposes 6,000 shares; 10b5-1 plan cited

Rhea-AI Filing Summary

Phillip D. Carrai, President of the STC Division at Kratos Defense & Security Solutions, Inc. (KTOS), reported insider sales executed on 08/15/2025 pursuant to a 10b5-1 trading plan adopted on November 15, 2024. The filings show three separate dispositions totaling 6,000 shares sold at weighted-average prices of $66.5582, $67.9627 and $68.9792; the price ranges for the underlying transactions are disclosed in the footnotes. After these sales, Mr. Carrai beneficially owns 264,074 shares directly and 46,644 shares indirectly through a trust. The report was signed by an attorney-in-fact on his behalf.

Positive

• Transactions executed under a documented 10b5-1 plan, adopted November 15, 2024, which can provide affirmative defense under Rule 10b5-1
• Clear disclosure of weighted-average prices and price ranges with an undertaking to provide detailed breakdowns upon request
• Complete post-transaction beneficial ownership disclosure: 264,074 shares direct and 46,644 shares indirect

Negative

• Insider disposed of 6,000 shares on 08/15/2025, which is a non-trivial sale of executive holdings
• No purchases or offsetting acquisitions reported on this Form 4 to indicate replenishment of holdings

Insights

Securities Compliance Analyst

TL;DR: Insider sold 6,000 shares under a documented 10b5-1 plan; holdings remain material.

The Form 4 discloses routine, preplanned dispositions executed under a 10b5-1 plan dated November 15, 2024, which provides an affirmative defense against allegations of trading on material nonpublic information if the plan satisfies Rule conditions. The filing gives weighted-average prices and price ranges for the multiple trades and reports both direct and indirect holdings, offering transparency on the reporting person's position. No derivatives or purchases were reported on this Form 4.

Corporate Governance Specialist

TL;DR: Transaction is a documented insider sale with clear post-transaction ownership disclosure; materiality appears routine.

The report identifies the reporting person as an officer (President, STC Division) and provides precise counts of shares sold and remaining beneficial ownership (264,074 direct; 46,644 indirect). Footnotes detail price ranges and commit the reporting person to provide breakdowns on request, which supports regulatory transparency. There are no signs in the filing of new equity grants, options activity, or unusual derivative transactions.

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^*

Carrai Phillip D

(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, STC Division

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		S		1,708(1)	D	$66.5582(2)	268,366(5)	D
Common Stock	08/15/2025		S		3,000(1)	D	$67.9627(3)	265,366(5)	D
Common Stock	08/15/2025		S		1,292(1)	D	$68.9792(4)	264,074(5)	D
Common Stock								46,644	I	by trust

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 November 15, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.165 to $66.915 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 $67.435 to $68.39 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 $68.675 to $69.115 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. Includes 11,385 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 4,210 shares held through Issuer's 401(k) Plan.

	Phillip D. Carrai, by Eva Yee, Attorney-In-Fact	08/15/2025
	** 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.
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FAQ

What did KTOS insider Phillip D. Carrai report on Form 4?

The Form 4 reports sales of 6,000 shares executed on 08/15/2025 under a 10b5-1 plan and discloses post-transaction holdings of 264,074 direct and 46,644 indirect shares.

Were the sales by Mr. Carrai preplanned under a trading plan?

Yes. The footnotes state these transactions were effected pursuant to a 10b5-1 trading plan adopted on November 15, 2024.

At what prices were the KTOS shares sold?

Weighted-average prices are reported as $66.5582, $67.9627, and $68.9792; footnotes disclose transaction price ranges for the component trades.

Does the Form 4 show any derivative activity for Mr. Carrai?

No. Table II for derivative securities shows no acquisitions or dispositions reported on this Form 4.

Who signed the Form 4 filing?

The Form 4 was signed on behalf of Phillip D. Carrai by Eva Yee, Attorney-In-Fact on 08/15/2025.