Kratos (KTOS) Director Sells 7,000 Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Kratos Defense & Security Solutions director and President, U.S. Division, Steven S. Fendley reported open-market sales of common stock on 08/25/2025 under a pre-established 10b5-1 trading plan adopted May 20, 2024. The filing shows two dispositions: 5,075 shares sold at a weighted-average price of $67.3473 and 1,925 shares sold at a weighted-average price of $68.1957, leaving Fendley with 348,366 and 346,441 shares beneficially owned following each reported sale respectively. Approximately 2,314 of the holdings are in the issuer's 401(k) plan. The Form 4 was signed by an attorney-in-fact on 08/27/2025.

Insights

Financial Analyst

TL;DR: Insider sold a small portion of holdings via a pre-set 10b5-1 plan; transaction appears routine and compliance-based.

The two reported sales on 08/25/2025 total 7,000 common shares executed at weighted-average prices of $67.3473 and $68.1957 under a 10b5-1 plan adopted May 20, 2024. As these were pre-scheduled dispositions, they reduce the reporting person's direct holdings modestly but do not, by themselves, indicate a change in company fundamentals. The filing discloses holdings both directly and via the issuer's 401(k), which aids transparency. For investors, the item is informational rather than materially transformative.

Corporate Governance Expert

TL;DR: Use of a documented 10b5-1 plan demonstrates adherence to insider trading controls and disclosure rules.

The reporting person clearly cites a 10b5-1 plan and provides weighted-average sale prices and a willingness to disclose per-price details on request, which supports regulatory compliance and governance transparency. The signature by an attorney-in-fact is properly noted. From a governance standpoint, this Form 4 meets disclosure expectations; the sales appear procedural rather than indicative of undisclosed material events.

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
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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^*

Fendley Steven S.

(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)
	President, US Division

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		S		5,075(1)	D	$67.3473(2)	348,366(4)	D
Common Stock	08/25/2025		S		1,925(1)	D	$68.1957(3)	346,441(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 May 20, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $67.00 to $67.98 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 $68.02 to $68.70 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 approximately 2,314 shares held through Issuer's 401(k) Plan.

	Steven S. Fendley, by Eva Yee, Attorney-In-Fact	08/27/2025
	** 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.
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FAQ

What did Steven S. Fendley report on Form 4 for KTOS?

The Form 4 reports that Steven S. Fendley sold 5,075 shares at a weighted-average price of $67.3473 and 1,925 shares at a weighted-average price of $68.1957 on 08/25/2025.

Were the KTOS insider sales executed under a trading plan?

Yes. The filing states the transactions were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on May 20, 2024.

How many KTOS shares does the reporting person beneficially own after the sales?

The Form 4 shows beneficial ownership of 348,366 and 346,441 shares following the respective reported transactions.

Does the filing disclose shares held in retirement plans?

Yes. The filing notes approximately 2,314 shares are held through the issuer's 401(k) Plan.

Who signed the Form 4 and when?

The Form 4 was signed by Steven S. Fendley, by Eva Yee, Attorney-In-Fact on 08/27/2025.