KRATOS (KTOS) executive sells 6,500 shares under 10b5-1 plan

Rhea-AI Filing Summary

KRATOS DEFENSE & SECURITY SOLUTIONS, INC. executive Phillip D. Carrai, President of the STC Division, reported selling 6,500 shares of common stock on June 15, 2026 in open-market transactions. The weighted average sale prices ranged from about $56.69 to $59.45 per share under a pre-arranged Rule 10b5-1 trading plan adopted on August 26, 2025. Following these sales, Carrai also reports indirect ownership of 46,644 shares held by a trust.

Insider Trade Summary 10b5-1

Net Seller: 6,500 shares ($375,323)

Net Sell 4 txns

Insider Carrai Phillip D

Role President, STC Division

Sold 6,500 shs ($375K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,700	$57.2995	$155K
Sale	Common Stock	3,600	$57.9992	$209K
Sale	Common Stock	200	$59.085	$12K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 218,852 shares (Direct, null); Common Stock — 46,644 shares (Indirect, by trust)

Footnotes (1)

1. This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person August 26, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $56.69 to $57.67 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.71 to $58.51 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.72 to $59.45 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. Includes 1,232 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 4,505 shares held through Issuer's 401(k) Plan.

Key Figures

Shares sold: 6,500 shares Sale price range: $56.69–$57.67 Sale price range: $57.71–$58.51 +4 more

7 metrics

Shares sold 6,500 shares Total common shares sold on June 15, 2026

Sale price range $56.69–$57.67 Weighted average sale range noted in one footnote

Sale price range $57.71–$58.51 Weighted average sale range noted in second footnote

Sale price range $58.72–$59.45 Weighted average sale range noted in third footnote

Indirect trust holdings 46,644 shares Common stock held indirectly by trust after transactions

ESPP shares 1,232 shares Purchased through Employee Stock Purchase Plan

401(k) plan shares 4,505 shares Approximate KRATOS shares held in 401(k) Plan

Key Terms

10b5-1 trading plan, weighted average price, Employee Stock Purchase Plan, 401(k) Plan, +1 more

5 terms

10b5-1 trading plan financial

"This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person August 26, 2025."

A 10b5-1 trading plan is a pre-arranged strategy that allows company insiders to buy or sell company stock at set times, regardless of their current knowledge about the company's situation. It acts like a scheduled appointment for trading, helping prevent the appearance of impropriety or insider trading. This plan provides a way for insiders to sell or buy shares in a controlled, transparent manner, offering reassurance to investors about fair trading practices.

weighted average price financial

"The price reported in Column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Employee Stock Purchase Plan financial

"Includes 1,232 shares purchased through Issuer's Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

401(k) Plan financial

"and approximately 4,505 shares held through Issuer's 401(k) Plan."

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

indirect ownership financial

"total_shares_following_transaction": "46644.0000", "direct_or_indirect": "I", "nature_of_ownership": "by trust""

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Form 4 Insider Transactions: What Each Field Means →

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 CALIFORNIA 92131

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/15/2026		S		2,700(1)	D	$57.2995(2)	218,852(5)	D
Common Stock	06/15/2026		S		3,600(1)	D	$57.9992(3)	215,252(5)	D
Common Stock	06/15/2026		S		200(1)	D	$59.085(4)	215,052(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 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 $56.69 to $57.67 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 $57.71 to $58.51 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 $58.72 to $59.45 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 1,232 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 4,505 shares held through Issuer's 401(k) Plan.

	Phillip D. Carrai, by Eva Yee, Attorney-In-Fact	06/17/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did KTOS executive Phillip D. Carrai report?

Phillip D. Carrai reported selling 6,500 shares of KRATOS DEFENSE & SECURITY SOLUTIONS common stock on June 15, 2026. The Form 4 shows three open-market sale transactions at weighted average prices between about $56.69 and $59.45 per share.

At what prices did Phillip D. Carrai sell KTOS shares?

Carrai’s reported KTOS share sales occurred at weighted average prices between roughly $56.69 and $59.45 per share. Individual trades within each block spanned narrower ranges disclosed in the filing’s footnotes for each sale group.

Was Phillip D. Carrai’s KTOS stock sale under a Rule 10b5-1 plan?

Yes. The filing states the transaction was effected under a Rule 10b5-1 trading plan adopted on August 26, 2025. Such plans pre-schedule trades, making the timing more routine rather than a discretionary decision.

How many KTOS shares does Phillip D. Carrai hold indirectly after the sale?

After the reported trades, Carrai’s Form 4 discloses 46,644 KTOS shares held indirectly by trust. This indirect position is separate from his directly held shares and reflects continuing ownership interest reported in the filing.

How many KTOS shares did Phillip D. Carrai sell in total on June 15, 2026?

The transaction summary shows Carrai sold a total of 6,500 KTOS shares on June 15, 2026. These sales were split among three open-market transactions, all reported as non-derivative common stock dispositions.

What additional KTOS share holdings does Phillip D. Carrai report in plans?

A footnote notes Carrai’s holdings include 1,232 shares purchased through the company’s Employee Stock Purchase Plan and about 4,505 shares held through its 401(k) Plan, indicating participation in issuer-sponsored benefit programs.