Kratos Defense (KTOS) CEO DeMarco sells 300,000 shares via 10b5-1 plan
Rhea-AI Filing Summary
Kratos Defense & Security Solutions, Inc. President & CEO Eric M. DeMarco reported indirect sales by trust of a total of 300,000 shares of common stock on August 14, 2026, in multiple open-market transactions at weighted average prices in the low-to-mid $60s per share. These trades were effected pursuant to a Rule 10b5-1 trading plan adopted on March 6, 2026 and modified on May 15, 2026. As of August 14, 2026, he also had 761,632 shares (indirect) and 63,036 shares (direct) reported as owned, plus 745,000 vested deferred RSUs and 750,000 unvested RSUs that each represent a contingent right to receive one share of common stock.
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Insights
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Insider Trade Summary 10b5-1
Net Seller: 300,000 shares
Net Sell
5 txns
Insider
DEMARCO ERIC M
Role
President & CEO
Sold
300,000 shs ($19.30M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock F1, F2 | 19,638 | $63.3317 | $1.24M |
| Sale | Common Stock F1, F3 | 266,316 | $64.3321 | $17.13M |
| Sale | Common Stock F1, F4 | 4,946 | $65.0538 | $322K |
| Sale | Common Stock F1, F5, F6 | 9,100 | $66.1729 | $602K |
| holding | Common Stock F6, F7 | -- | -- | -- |
Holdings After Transaction:
Common Stock — 761,632 shares (Indirect, by trust);
Common Stock — 63,036 shares (Direct)
Footnotes (7)
- F1. This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on March 6, 2026 and modified on May 15, 2026.
- F2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.77 to $63.76 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.
- F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.77 to $64.76 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.
- F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.77 to $65.68 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.
- F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.89 to $66.88 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.
- F6. In addition to the 761,632 shares and 63,036 shares reported in Column 5, as of August 14, 2026, 745,000 deferred restricted stock units (RSUs) granted to Mr. DeMarco, representing non-qualified deferred compensation, have vested but remain subject to a previously agreed to 5-year deferral period before issuance and release, which substantially all subject RSUs are scheduled to be released by January 2029, and an additional 750,000 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 2, 2026. Each RSU represents a contingent right to receive one share of the Company's common stock.
- F7. Includes 43,925 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 19,111 shares held through Issuer's 401(k) Plan.
Key Figures
Total shares sold: 300,000 shares
Tranche 1 sale: 19,638 shares at $63.3317
Tranche 2 sale: 266,316 shares at $64.3321
+6 more
9 metrics
Total shares sold
300,000 shares
Indirect sales by trust of common stock on August 14, 2026
Tranche 1 sale
19,638 shares at $63.3317
Open-market sale of common stock, indirect by trust
Tranche 2 sale
266,316 shares at $64.3321
Open-market sale of common stock, indirect by trust
Tranche 3 sale
4,946 shares at $65.0538
Open-market sale of common stock, indirect by trust
Tranche 4 sale
9,100 shares at $66.1729
Open-market sale of common stock, indirect by trust
Indirect shares owned
761,632 shares
Reported as owned in addition to sales as of August 14, 2026
Direct shares owned
63,036 shares
Post-transaction direct ownership as of August 14, 2026
RSUs vested and deferred
745,000 RSUs
Vested deferred RSUs subject to 5-year deferral period before release
Unvested RSUs
750,000 RSUs
Unvested RSUs vesting upon achievement of performance/vesting terms
Key Terms
Rule 10b5-1 trading plan, weighted average price, deferred restricted stock units, non-qualified deferred compensation, +1 more
5 terms
Rule 10b5-1 trading plan regulatory
"This transaction was effected pursuant to a 10b5-1 trading plan adopted"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
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.
deferred restricted stock units financial
"745,000 deferred restricted stock units (RSUs) granted to Mr. DeMarco"
Deferred restricted stock units are promises by a company to give employees or executives company shares at a future date, subject to conditions like continued employment or performance targets; the delivery and tax event are intentionally delayed. They matter to investors because they affect when new shares may be issued and how executives are motivated—like a paycheck held in escrow that vests over time, influencing potential share dilution and management behavior.
non-qualified deferred compensation financial
"representing non-qualified deferred compensation, have vested but remain subject"
Non-qualified deferred compensation is an employer’s promise to pay an employee part of their pay or bonus at a later date, like an IOU that delays taxes until the money is paid out. It matters to investors because these promises create future cash obligations and incentive effects for executives, and unlike standard retirement plans they are not protected in bankruptcy, so they can affect a company’s reported liabilities, cash flow and risk profile.
Employee Stock Purchase Plan financial
"Includes 43,925 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.
FAQ
What insider transactions did KTOS CEO Eric DeMarco report on this Form 4?
Eric DeMarco reported sales of 300,000 KTOS common shares on August 14, 2026 via a trust. The shares were sold in multiple open-market trades at weighted average prices in the low-to-mid $60s per share, as detailed in the filing footnotes.
Were the KTOS insider sales by Eric DeMarco under a Rule 10b5-1 plan?
Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on March 6, 2026 and modified on May 15, 2026. Such plans pre-arrange trades, reducing the significance of trade timing as an information signal.
AI-generated analysis. How Rhea-AI works. Not financial advice.
