Kratos President files Form 4: 4k-share sale under 10b5-1 plan

Rhea-AI Filing Summary

Kratos Defense & Security Solutions (KTOS) – Form 4 insider activity

On 1 Aug 2025, Stacey G. Rock, President of the KTT Division, disclosed two open-market sales executed under a Rule 10b5-1 plan adopted 22 May 2024:

• 1,745 common shares at a weighted-average $55.1199
• 2,255 common shares at a weighted-average $55.8053

The combined divestiture totals 4,000 shares, reducing Rock’s direct holdings to 42,154 shares (includes 1,723 ESPP shares and ~6,725 shares in the 401(k) plan). No derivative securities were exercised or disposed of.

The trades represent roughly 9 % of Rock’s previously reported direct stake and were conducted within price ranges of $54.56–$55.50 and $55.555–$56.26, suggesting routine liquidity management rather than a directional call on KTOS fundamentals.

Positive

• Sales executed under a pre-arranged Rule 10b5-1 plan, reducing concerns about opportunistic trading and information asymmetry.

Negative

• Insider sold 4,000 shares, which can be viewed as a mild negative signal despite being a small fraction of total shares outstanding.

Insights

Securities Analyst

TL;DR: Minor 10b5-1 insider sale, neutral valuation impact.

The pre-planned sale of 4k shares at ~$55 appears routine for compensation diversification. Remaining 42k-share stake indicates continued alignment with shareholders. Volume is immaterial versus KTOS’s ~137 m shares outstanding and unlikely to influence price discovery. I view the filing as neutral to sentiment, with no read-through to operational outlook.

Corporate Governance Expert

TL;DR: Compliance-oriented disclosure, mitigated signaling risk.

Use of a Rule 10b5-1 plan adopted months earlier and detailed price ranges strengthens governance transparency. The modest share reduction (≈9 % of personal stake) does not raise red flags about insider confidence. Impact on governance perception: neutral.

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^*

Rock Stacey G

(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, KTT Division

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		S		1,745(1)	D	$55.1199(2)	44,409(4)	D
Common Stock	08/01/2025		S		2,255(1)	D	$55.8053(3)	42,154(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 22, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $54.56 to $55.50 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 $55.555 to $56.26 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 1,723 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 6,725 shares held through Issuer's 401(k) Plan.

	Stacey G. Rock, by Eva Yee, Attorney-In-Fact	08/01/2025
	** 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.

FAQ

How many KTOS shares did Stacey G. Rock sell?

A total of 4,000 common shares were sold on 1 Aug 2025.

At what prices were the KTOS shares sold?

Weighted-average prices were $55.1199 and $55.8053, within ranges of $54.56–$56.26.

How many KTOS shares does the insider still own?

After the transactions, Rock directly holds 42,154 shares.

Was the transaction covered by a 10b5-1 plan?

Yes. The shares were sold under a 10b5-1 trading plan adopted on 22 May 2024.

What is Stacey G. Rock's role at Kratos Defense?

Rock serves as President, KTT Division of Kratos Defense & Security Solutions.