Kratos Defense (NASDAQ: KTOS) insider sale under preset 10b5-1 plan

Rhea-AI Filing Summary

Kratos Defense & Security Solutions executive Phillip D. Carrai, President of the STC Division, reported open‑market sales of a total of 6,500 shares of common stock on January 15, 2026. The sales were executed in multiple trades under a pre‑established Rule 10b5‑1 trading plan adopted on August 26, 2025.

The reported transactions ranged from 400 to 1,994 shares per line item at weighted average prices between $118.36 and $126.12. After these sales, Carrai beneficially owned 219,741 shares directly and an additional 46,644 shares indirectly through a trust, which includes 1,232 shares from the company’s employee stock purchase plan and approximately 4,146 shares held in 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

OMB APPROVAL

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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).

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)
01/15/2026

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	01/15/2026		S		400(1)	D	$118.9(2)	225,841(9)	D
Common Stock	01/15/2026		S		400(1)	D	$119.5375(3)	225,441(9)	D
Common Stock	01/15/2026		S		600(1)	D	$120.9133(4)	224,841(9)	D
Common Stock	01/15/2026		S		760(1)	D	$122.3199(5)	224,081(9)	D
Common Stock	01/15/2026		S		1,042(1)	D	$122.9907(6)	223,039(9)	D
Common Stock	01/15/2026		S		1,994(1)	D	$124.7215(7)	221,045(9)	D
Common Stock	01/15/2026		S		1,304(1)	D	$125.5223(8)	219,741(9)	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 August 26, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $118.36 to $119.21 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 $119.36 to $120.05 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.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $120.59 to $121.19 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 $121.74 to $122.73 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 $122.74 to $123.61 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.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $124.10 to $125.08 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 $125.13 to $126.12 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. Includes 1,232 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 4,146 shares held through Issuer's 401(k).

	Phillip D. Carrai, by Eva Yee, Attorney-In-Fact	01/16/2026
	** 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).
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FAQ

What insider transaction did KTOS executive Phillip Carrai report?

Phillip D. Carrai, President of the STC Division at Kratos Defense & Security Solutions (KTOS), reported selling a total of 6,500 shares of common stock in multiple open‑market transactions on January 15, 2026.

Was the KTOS insider sale by Phillip Carrai under a Rule 10b5-1 trading plan?

Yes. A footnote states that the transactions were effected under a Rule 10b5‑1 trading plan adopted by Phillip D. Carrai on August 26, 2025, meaning the trades followed a preset plan.

At what prices did KTOS executive Phillip Carrai sell his shares?

The filing reports weighted average sale prices for each trade line, with underlying transaction prices ranging from $118.36 to $126.12 per share across the various sales on January 15, 2026.

How many KTOS shares does Phillip Carrai hold after the reported sales?

Following the reported transactions, Phillip D. Carrai beneficially owned 219,741 KTOS common shares directly and 46,644 shares indirectly through a trust.

What portion of Phillip Carrai’s KTOS holdings are through employee plans?

A footnote explains that his holdings include 1,232 shares purchased through the company’s Employee Stock Purchase Plan and approximately 4,146 shares held through the company’s 401(k) plan.

What is Phillip Carrai’s role at Kratos Defense & Security Solutions?

Phillip D. Carrai is an officer of Kratos Defense & Security Solutions, Inc., serving as President, STC Division, as indicated in the filing.