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  4. [Form 4] Kratos Defense & Security Solutions, Inc. Insider Trading Activity

Kratos SVP & General Counsel Discloses 2,000-Share Sale via 10b5-1 Plan

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Marie Mendoza, SVP & General Counsel of Kratos Defense & Security Solutions (KTOS) reported sales of a total of 2,000 shares of Kratos common stock on 08/15/2025 executed under a 10b5-1 trading plan adopted March 17, 2025. The sales occurred in multiple transactions: 300 shares at a weighted average price of $67.63, 1,600 shares at a weighted average price of $68.4259, and 100 shares at $69.38. Following these disposals the reporting person beneficially owned 63,357 shares. The filing notes that holdings include 2,144 ESPP shares and approximately 14,220 401(k) shares. The Form 4 was signed by an attorney-in-fact, Eva Yee.

Positive

  • Sales executed under a documented 10b5-1 trading plan, indicating pre-planned, compliant transactions
  • Filer offers to provide per-trade quantities and prices on request, enhancing transparency
  • Filing discloses ESPP and 401(k) holdings, clarifying composition of beneficial ownership

Negative

  • Insider disposed of 2,000 shares, reducing beneficial ownership to 63,357 shares
  • Weighted-average prices hide per-trade granularity unless requested, requiring follow-up for full detail

Insights

TL;DR: Insider sold 2,000 KTOS shares under a pre-established 10b5-1 plan; transaction is a routine disclosure, not an unexplained block sale.

The sales were executed pursuant to a documented 10b5-1 plan, which provides an affirmative defense under Rule 10b5-1 and indicates pre-planned disposition rather than opportunistic trading. Total shares sold represent a modest portion of the reporting persons disclosed holding. Prices are reported as weighted averages across multiple trades, and the filer offers to disclose per-trade quantities on request, supporting transparency.

TL;DR: Use of a 10b5-1 plan and signature by attorney-in-fact reflect standard governance and compliance practices.

Adoption date of the 10b5-1 plan (March 17, 2025) is disclosed in the filing, which strengthens the governance narrative by documenting timing of the trading authorization. The signature by an attorney-in-fact is properly executed. The filing also clarifies aggregate holdings and plan-allocated shares (ESPP and 401(k)), improving clarity about beneficial ownership.

Insider Mendoza Marie
Role SVP & General Counsel
Sold 2,000 shs ($137K)
Type Security Shares Price Value
Sale Common Stock 300 $67.63 $20K
Sale Common Stock 1,600 $68.4259 $109K
Sale Common Stock 100 $69.38 $7K
Holdings After Transaction: Common Stock — 65,057 shares (Direct)
Footnotes (1)
  1. This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on March 17, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.13 to $68.09 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 $68.14 to $68.73 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. Includes 2,144 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 14,220 shares held through Issuer's 401(k) Plan.
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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*
Mendoza Marie
(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)
SVP & General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025
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 08/15/2025 S 300(1) D $67.63(2) 65,057(4) D
Common Stock 08/15/2025 S 1,600(1) D $68.4259(3) 63,457(4) D
Common Stock 08/15/2025 S 100(1) D $69.38 63,357(4) 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
Explanation of Responses:
1. This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on March 17, 2025.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.13 to $68.09 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 $68.14 to $68.73 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.
4. Includes 2,144 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 14,220 shares held through Issuer's 401(k) Plan.
Marie C. Mendoza, by Eva Yee, Attorney-In-Fact 08/15/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Marie Mendoza (KTOS) report on Form 4?

The report discloses sales of 2,000 KTOS shares on 08/15/2025 executed under a 10b5-1 plan, with weighted-average prices of $67.63, $68.4259, and $69.38.

Were the sales by Marie Mendoza part of a pre-arranged plan?

Yes. The filing states the transactions were effected pursuant to a 10b5-1 trading plan adopted on March 17, 2025.

How many KTOS shares does the reporting person own after the sale?

Following the reported transactions the filing shows 63,357 shares beneficially owned.

Who signed the Form 4 for Marie Mendoza?

The Form 4 was signed by Eva Yee, Attorney-in-Fact, on behalf of Marie C. Mendoza on 08/15/2025.