Kratos Defense (KTOS) executive sells stock in 10b5-1 plan trades

Rhea-AI Filing Summary

Kratos Defense & Security Solutions executive David M. Carter, President of the DRSS Division, reported multiple open-market sales of company common stock. On January 7 and 8, 2026, he sold several blocks of shares at weighted average prices ranging from $91.7069 to $109.2433, as disclosed in Table I with detailed price ranges in the footnotes.

The transactions were carried out under a pre-established Rule 10b5-1 trading plan adopted on June 13, 2025. Following these sales, Carter beneficially owned 81,816 shares of Kratos common stock, including shares acquired through the employee stock purchase plan, his retirement account, and the company 401(k).

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^*

Carter David M

(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, DRSS Division

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

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	01/07/2026		S		1,800(1)	D	$91.7069(2)	92,139(14)	D
Common Stock	01/07/2026		S		700(1)	D	$93.15(3)	91,439(14)	D
Common Stock	01/07/2026		S		1,200(1)	D	$94.2825(4)	90,239(14)	D
Common Stock	01/07/2026		S		300(1)	D	$95.0267(5)	89,939(14)	D
Common Stock	01/08/2026		S		200(1)	D	$100.025(6)	89,739(14)	D
Common Stock	01/08/2026		S		200(1)	D	$102.135(7)	89,539(14)	D
Common Stock	01/08/2026		S		1,883(1)	D	$103.8969(8)	87,656(14)	D
Common Stock	01/08/2026		S		2,001(1)	D	$104.9379(9)	85,655(14)	D
Common Stock	01/08/2026		S		1,600(1)	D	$105.9(10)	84,055(14)	D
Common Stock	01/08/2026		S		1,337(1)	D	$106.9011(11)	82,718(14)	D
Common Stock	01/08/2026		S		602(1)	D	$107.977(12)	82,116(14)	D
Common Stock	01/08/2026		S		300(1)	D	$109.2433(13)	81,816(14)	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. 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 $91.28 to $92.24 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 $92.65 to $93.61 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 $93.73 to $94.71 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 $94.88 to $95.10 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $100.00 to $100.05 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.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $101.75 to $102.52 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.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $103.25 to $104.22 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.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $104.37 to $105.35 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.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $105.40 to $106.39 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.

11. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.40 to $107.39 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.

12. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $107.58 to $108.41 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.

13. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.80 to $109.62 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.

14. Includes 12,200 shares purchased through Issuer's Employee Stock Purchase Plan; 4,165 shares held through reporting person's retirement account; and approximately 7 shares held through Issuer's 401(k).

	David M. Carter, by Eva Yee, Attorney-In-Fact	01/09/2026
	** 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 insider transaction did Kratos Defense (KTOS) report in this Form 4?

The filing reports that David M. Carter, President of the DRSS Division of Kratos Defense & Security Solutions, Inc., sold multiple blocks of common stock in open-market transactions on January 7 and 8, 2026.

How many Kratos (KTOS) shares does David M. Carter own after the reported sales?

After the reported transactions, David M. Carter beneficially owned 81,816 shares of Kratos common stock, as shown in the final line of Table I.

At what prices were the Kratos (KTOS) shares sold in this insider transaction?

The shares were sold at weighted average prices, with individual transactions in Table I ranging from $91.7069 to $109.2433. Footnotes describe the specific price ranges for each weighted average figure.

Were the Kratos (KTOS) insider sales made under a Rule 10b5-1 trading plan?

Yes. A footnote states that the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 13, 2025.

What does the Form 4 say about how David M. Carter holds his Kratos (KTOS) shares?

The filing indicates that Carter’s beneficial holdings include 12,200 shares through the Employee Stock Purchase Plan, 4,165 shares in his retirement account, and approximately 7 shares through the company 401(k).

Is David M. Carter a director or officer of Kratos Defense (KTOS)?

According to the filing, the reporting person is an officer of Kratos Defense & Security Solutions, Inc., serving as President, DRSS Division, and is not listed as a director or 10% owner.