Kratos (KTOS) CEO gets RSU shares, withholds stock to cover taxes

Rhea-AI Filing Summary

Kratos Defense & Security Solutions President and CEO Eric M. DeMarco reported multiple equity transactions involving restricted stock units (RSUs) and common stock associated with his compensation. On March 1, 2026, 100,000 and 30,000 RSUs previously granted and deferred were released into common shares, with the resulting stock issued to a trust for his benefit.

To cover tax liabilities on these vestings, the trust delivered 39,350 and 11,805 common shares at $86.18 per share in net-share, tax-withholding transactions rather than open-market sales. After these transactions, the trust held 811,449 common shares and DeMarco held 62,302 shares directly. Footnotes also note 1,007,500 vested but deferred RSUs, 600,000 unvested RSUs subject to vesting conditions, and 300,000 RSUs granted on January 3, 2026 with time-based and performance-based vesting terms.

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^*

DEMARCO ERIC 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		100,000(2)	A	$0	832,604(5)	I	by trust
Common Stock	03/01/2026		F		39,350(4)	D	$86.18	793,254(5)	I	by trust
Common Stock	03/01/2026		M		30,000(3)	A	$0	823,254(5)	I	by trust
Common Stock	03/01/2026		F		11,805(4)	D	$86.18	811,449(5)(6)	I	by trust
Common Stock								62,302(6)(7)	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)	03/01/2026		M			100,000	(2)	(2)	Common Stock	100,000	$0	0	D
Restricted Stock Units	(1)	03/01/2026		M			30,000	(3)	(3)	Common Stock	30,000	$0	120,000	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 were granted and previously reported on a Form 4 filed January 5, 2016, which were released after a 5-year deferral period after the vest date.

3. RSUs were granted and previously reported on a Form 4 filed January 6, 2020, which were released after a 5-year deferral period after the vest date.

4. 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.

5. RSUs were granted to Reporting Person, and per Reporting Person's instructions, the common stock from such released RSUs were issued to Reporting Person's trust.

6. In addition to the 811,449 shares and 62,302 shares reported in Column 5, as of March 1, 2026, 1,007,500 deferred RSUs granted to Mr. DeMarco, representing non-qualified deferred compensation, have vested but remain subject to a previously agree to 5-year deferral period before issuance and release, which substantially all subject RSUs are scheduled to be released by January 2029. An additional 600,000 RSUs granted to Mr. DeMarco are currently unvested and will only vest upon achievement of applicable vesting terms described in our proxy statement on Schedule 14A filed with the SEC on April 4, 2025. In addition, 300,000 RSUs were granted January 3, 2026, where 150,000 RSUs vest ratably over a five-year period, and the other 150,000 are performance-based RSUS that vest when certain performance criteria are met (similar to the vesting terms described in the April 4, 2025 proxy statement). Each RSU represents a contingent right to receive one share of the Company's common stock.

7. Includes 43,674 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 18,628 shares held through Issuer's 401(k).

	Eric M. DeMarco, by Eva Yee, Attorney-In-Fact	03/03/2026
	** 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 stock transactions did KTOS CEO Eric DeMarco report on March 1, 2026?

Eric DeMarco reported RSU releases and related common stock movements on March 1, 2026. Deferred RSUs converted into shares issued to his trust, and part of those shares were withheld to satisfy tax obligations through net-share, tax-withholding transactions rather than open-market buying or selling.

How many restricted stock units were released to Eric DeMarco related to KTOS on March 1, 2026?

On March 1, 2026, 100,000 and 30,000 previously granted restricted stock units were released. Each RSU represents one share of Kratos common stock, and the resulting shares were issued to a trust associated with DeMarco, following earlier elections to defer issuance for five years after vesting.

How many KTOS shares were withheld for Eric DeMarco’s taxes and at what price?

To cover tax liabilities on vested shares, 39,350 and 11,805 Kratos common shares were withheld. These tax-withholding dispositions were valued at a transaction price of $86.18 per share, consistent with the company’s policies for net transactions to satisfy tax obligations on equity compensation vesting.

What are Eric DeMarco’s reported KTOS share holdings after these transactions?

After the March 1, 2026 transactions, a trust associated with Eric DeMarco held 811,449 Kratos common shares, and he directly held 62,302 shares. The direct holdings include shares acquired through the employee stock purchase plan and approximately 18,628 shares held in the company’s 401(k) plan.

What deferred and unvested RSUs linked to KTOS does Eric DeMarco have as of March 1, 2026?

As of March 1, 2026, DeMarco had 1,007,500 vested but deferred RSUs scheduled mostly for release by January 2029, plus 600,000 unvested RSUs subject to vesting conditions. Additionally, 300,000 RSUs granted January 3, 2026 include both time-based and performance-based vesting tranches.

How are the 300,000 KTOS RSUs granted to Eric DeMarco in January 2026 structured?

The January 3, 2026 grant totals 300,000 RSUs to Eric DeMarco. Of these, 150,000 vest ratably over five years, while the remaining 150,000 are performance-based RSUs that vest only when specified performance criteria are achieved, mirroring terms described in the company’s April 4, 2025 proxy statement.