Kratos (KTOS) CEO gets RSU shares, withholds stock to cover taxes
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
130,000 shares exercised/converted
Mixed
7 txns
Insider
DEMARCO ERIC M
Role
President & CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 100,000 | $0.00 | -- |
| Exercise | Restricted Stock Units | 30,000 | $0.00 | -- |
| Exercise | Common Stock | 100,000 | $0.00 | -- |
| Tax Withholding | Common Stock | 39,350 | $86.18 | $3.39M |
| Exercise | Common Stock | 30,000 | $0.00 | -- |
| Tax Withholding | Common Stock | 11,805 | $86.18 | $1.02M |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct);
Common Stock — 832,604 shares (Indirect, by trust);
Common Stock — 62,302 shares (Direct)
Footnotes (1)
- Each restricted stock unit (RSU) represents a contingent right to receive one share of Issuer's common stock. 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. 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. 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. 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. 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. Includes 43,674 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 18,628 shares held through Issuer's 401(k).
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.
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.