Kratos (NASDAQ: KTOS) CEO DeMarco exercises 75,000 RSUs, and notes deferred RSUs

Rhea-AI Filing Summary

Kratos Defense & Security Solutions President & CEO Eric DeMarco converted 75,000 restricted stock units into shares of common stock on January 9, 2026, with the shares issued to a trust associated with him.

To satisfy tax obligations, 29,512 common shares were withheld at a price of $79.29 per share, leaving 732,604 common shares held indirectly by the trust and 62,203 shares held directly. As of January 9, 2026, the disclosure also notes 1,137,500 vested deferred RSUs subject to a five-year deferral period, along with 600,000 unvested RSUs and an additional 300,000 RSUs granted on January 3, 2026 that vest over time or upon meeting performance conditions.

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

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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).

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^*

DEMARCO ERIC M

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/09/2026

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	01/09/2026		M		75,000(2)	A	$0	762,116(4)	I	by trust
Common Stock	01/09/2026		F		29,512(3)	D	$79.29	732,604(4)(5)	I	by trust
Common Stock								62,203(5)(6)	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
Restricted Stock Units	(1)	01/09/2026		M			75,000	(2)	(2)	Common Stock	75,000	$0	0	D

Explanation of Responses:

1. Each restricted stock unit (RSU) represents a contingent right to receive one share of Issuer's common stock.

2. RSUs were granted and previously reported on a Form 4 filed January 4, 2011, which were released after a 5-year deferral period after the vest date.

3. Shares withheld in a net transaction to satisfy the tax liability, in accordance with Issuer's trading policies, in connection with shares released as reported in this Form 4.

4. RSUs were granted to Reporting Person, and per Reporting Person's instructions, the common stock from such released RSUs were issued to Reporting Person's trust. Due to an administrative oversight, the reporting person's number of securities beneficially owned following the reported transaction in Item 5 of Table I in prior Form 4s was overstated by one share.

5. In addition to the 732,604 shares and 62,203 shares reported in Column 5, as of Jan. 9, 2026, 1,137,500 deferred RSUs granted to Mr. DeMarco, representing non-qualified deferred compensation, have vested but remain subject to a previously agree to 5-year deferral period before issuance and release, which substantially all subject RSUs are scheduled to be released by January 2029. An additional 600,000 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 4, 2025. In addition, 300,000 RSUs were granted January 3, 2026, where 150,000 RSUs vest ratably over a five-year period, and 150,000 RSUs are performance-based RSUS that vest when certain performance criteria are met (similar to the vesting terms described in the April 4, 2025 proxy statement). Each RSU represents a contingent right to receive one share of the Company's common stock.

6. Includes 43,674 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 18,529 shares held through Issuer's 401(k).

	Eric M. DeMarco, by Eva Yee, Attorney-In-Fact	01/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did KTOS President & CEO Eric DeMarco report?

Eric DeMarco reported converting 75,000 restricted stock units (RSUs) into shares of Kratos common stock on January 9, 2026, with the resulting shares issued to a trust associated with him.

How many Kratos (KTOS) shares were withheld for taxes in this Form 4?

The disclosure states that 29,512 shares of Kratos common stock were withheld in a net transaction to satisfy tax liability, at a price of $79.29 per share, in connection with the RSU release.

How many Kratos shares does Eric DeMarco hold directly and indirectly after the transaction?

After the reported transactions, 732,604 common shares are held indirectly by a trust, and 62,203 shares are held directly, which include shares purchased through the Employee Stock Purchase Plan and shares held through the company 401(k).

What deferred RSU holdings for Eric DeMarco are disclosed in the KTOS Form 4?

The disclosure notes that, in addition to the reported share holdings, 1,137,500 deferred RSUs granted to Mr. DeMarco have vested as of January 9, 2026 but remain subject to a five-year deferral period, with substantially all scheduled to be released by January 2029.

What additional unvested and performance-based RSUs does Eric DeMarco have with Kratos?

The filing states that Mr. DeMarco has 600,000 unvested RSUs that will only vest upon achievement of specified vesting terms, and an additional 300,000 RSUs granted on January 3, 2026, of which 150,000 vest ratably over five years and 150,000 are performance-based RSUs that vest when performance criteria are met.

Were the RSU shares issued directly to Eric DeMarco or to another entity?

The disclosure explains that the RSUs were granted to Mr. DeMarco, and, per his instructions, the common stock released from those RSUs was issued to his trust, so the post-transaction common shares from this release are held indirectly by the trust.