Kratos (KTOS) STC division president sells 6,500 shares under 10b5-1 plan

Rhea-AI Filing Summary

Kratos Defense & Security Solutions executive Phillip D. Carrai reported open-market sales of 6,500 shares of common stock. The trades on March 16, 2026 were executed in multiple transactions at weighted-average prices, with reported per‑share prices including $87.6976, $88.6563, $89.6958, $90.6300 and $91.6500.

Footnotes state that several weighted-average prices reflect numerous trades within ranges from $87.16 to $90.95 per share, and that the sales were made under a Rule 10b5‑1 trading plan adopted on August 26, 2025. After these sales, Carrai holds 234,292 shares directly and 46,644 shares indirectly through a trust, including 1,232 shares purchased via the company’s Employee Stock Purchase Plan and approximately 4,245 shares held through its 401(k) Plan.

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

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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)
03/16/2026

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	03/16/2026		S		1,700(1)	D	$87.6976(2)	239,092(6)	D
Common Stock	03/16/2026		S		1,380(1)	D	$88.6563(3)	237,712(6)	D
Common Stock	03/16/2026		S		2,720(1)	D	$89.6958(4)	234,992(6)	D
Common Stock	03/16/2026		S		600(1)	D	$90.63(5)	234,392(6)	D
Common Stock	03/16/2026		S		100(1)	D	$91.65	234,292(6)	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 on 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 $87.16 to $88.12 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 $88.29 to $89.21 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 $89.33 to $90.29 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.34 to $90.95 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.

6. Includes 1,232 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 4,245 shares held through Issuer's 401(k) Plan.

	Phillip D. Carrai, by Eva Yee, Attorney-In-Fact	03/18/2026
	** 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

How many KTOS shares did Phillip D. Carrai sell in this Form 4?

Phillip D. Carrai sold 6,500 shares of Kratos common stock. The Form 4 shows five open-market sale transactions on March 16, 2026, with share amounts of 1,700, 1,380, 2,720, 600 and 100, totaling 6,500 shares sold.

At what prices were the KTOS shares sold by Phillip D. Carrai?

The reported sale prices ranged from about $87 to just over $91 per share. Individual transactions list weighted-average prices of $87.6976, $88.6563, $89.6958, $90.6300 and $91.6500, with footnotes describing underlying trade ranges between $87.16 and $90.95 per share.

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

Yes. The filing states the sale followed a Rule 10b5-1 trading plan. A footnote explains that the transactions were effected under a 10b5‑1 trading plan adopted by the reporting person on August 26, 2025, indicating the trades were pre-arranged in advance.

How many KTOS shares does Phillip D. Carrai still own after these transactions?

After the sales, Carrai holds 234,292 shares directly and 46,644 indirectly. The indirect position is held through a trust. These figures come from the post-transaction ownership columns for his direct holdings and the separate indirect “by trust” entry.

What portion of Phillip D. Carrai’s KTOS holdings are in employee plans?

A portion of Carrai’s holdings comes from company benefit plans. A footnote notes that his position includes 1,232 shares purchased through Kratos’s Employee Stock Purchase Plan and approximately 4,245 shares held through the company’s 401(k) Plan.

How is the indirect KTOS ownership by trust described for Phillip D. Carrai?

The filing shows an indirect holding of 46,644 KTOS shares “by trust.” This entry is separate from his direct holdings and is coded as indirect ownership, indicating the shares are held through a trust arrangement associated with the reporting person.