STOCK TITAN

Kratos (KTOS) CEO reports 412,500 RSU shares, 162,317 withheld for tax

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Kratos Defense & Security Solutions President & CEO Eric M. DeMarco reported multiple equity compensation transactions involving common stock held by his trust. On March 4, 2026, the trust acquired 412,500 shares at $0.00 per share through settlements of performance-based and deferred restricted stock unit (RSU) awards granted between 2018 and 2025.

On the same date, 162,317 shares were disposed of by the trust at $89.13 per share to cover tax liabilities in net-share withholding transactions made in line with company trading policies. After these indirect transactions, the trust held 1,061,632 shares, and DeMarco also held 62,284 shares directly, including 43,674 purchased through the employee stock purchase plan and about 18,610 through the 401(k) plan.

As of March 4, 2026, 745,000 deferred RSUs granted to DeMarco had vested but remain subject to a five-year deferral before release, substantially all scheduled to be released by January 2029. An additional 450,000 RSUs were unvested and subject to performance or service-based vesting conditions, and 300,000 RSUs granted on January 3, 2026 include 150,000 time-based and 150,000 performance-based units.

Positive

  • None.

Negative

  • None.
Insider DEMARCO ERIC M
Role President & CEO
Type Security Shares Price Value
Grant/Award Common Stock 50,000 $0.00 --
Tax Withholding Common Stock 19,675 $89.13 $1.75M
Grant/Award Common Stock 50,000 $0.00 --
Tax Withholding Common Stock 19,675 $89.13 $1.75M
Grant/Award Common Stock 50,000 $0.00 --
Tax Withholding Common Stock 19,675 $89.13 $1.75M
Grant/Award Common Stock 262,500 $0.00 --
Tax Withholding Common Stock 103,292 $89.13 $9.21M
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 861,449 shares (Indirect, by trust); Common Stock — 62,284 shares (Direct)
Footnotes (1)
  1. Shares acquired pursuant to the settlement of a Performance Restricted Stock Unit Award granted on January 3, 2022. Shares acquired pursuant to the settlement of a Performance Restricted Stock Unit Award granted on January 4, 2024. Shares acquired pursuant to the settlement of a Performance Restricted Stock Unit Award granted on January 3, 2025. Shares acquired pursuant to the settlement of a Performance Restricted Stock Unit Award granted on January 4, 2018, which were released after a 5-year deferral period after the March 4, 2021 vest date. Shares withheld in a net transaction to satisfy the tax liability, in accordance with Issuer's trading policies, in connection with shares vested as reported in this Form 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. In addition to the 1,061,632 shares and 62,284 shares reported in Column 5, as of March 4, 2026, 745,000 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 450,000 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 the other 150,000 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. Includes 43,674 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 18,610 shares held through Issuer's 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
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).
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)
03/04/2026
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 03/04/2026 A 50,000(1) A $0 861,449(6) I by trust
Common Stock 03/04/2026 F 19,675(5) D $89.13 841,774(6) I by trust
Common Stock 03/04/2026 A 50,000(2) A $0 891,774(6) I by trust
Common Stock 03/04/2026 F 19,675(5) D $89.13 872,099(6) I by trust
Common Stock 03/04/2026 A 50,000(3) A $0 922,099(6) I by trust
Common Stock 03/04/2026 F 19,675(5) D $89.13 902,424(6) I by trust
Common Stock 03/04/2026 A 262,500(4) A $0 1,164,924(6) I by trust
Common Stock 03/04/2026 F 103,292(5) D $89.13 1,061,632(6)(7) I by trust
Common Stock 62,284(7)(8) 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. Shares acquired pursuant to the settlement of a Performance Restricted Stock Unit Award granted on January 3, 2022.
2. Shares acquired pursuant to the settlement of a Performance Restricted Stock Unit Award granted on January 4, 2024.
3. Shares acquired pursuant to the settlement of a Performance Restricted Stock Unit Award granted on January 3, 2025.
4. Shares acquired pursuant to the settlement of a Performance Restricted Stock Unit Award granted on January 4, 2018, which were released after a 5-year deferral period after the March 4, 2021 vest date.
5. Shares withheld in a net transaction to satisfy the tax liability, in accordance with Issuer's trading policies, in connection with shares vested as reported in this Form 4.
6. 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.
7. In addition to the 1,061,632 shares and 62,284 shares reported in Column 5, as of March 4, 2026, 745,000 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 450,000 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 the other 150,000 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.
8. Includes 43,674 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 18,610 shares held through Issuer's 401(k) Plan.
Eric M. DeMarco, by Eva Yee, Attorney-In-Fact 03/06/2026
** 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.
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FAQ

What insider transactions did KTOS CEO Eric DeMarco report on March 4, 2026?

Eric DeMarco reported equity compensation transactions involving his trust on March 4, 2026. The trust received RSU-related share deliveries and also disposed of shares to satisfy tax obligations associated with those vesting events, rather than through open-market purchases or sales.

How many Kratos (KTOS) shares did Eric DeMarco’s trust acquire and dispose of?

DeMarco’s trust acquired 412,500 KTOS common shares at $0.00 per share through RSU settlements. It disposed of 162,317 shares at $89.13 per share in net-share transactions used to cover tax liabilities tied to the vested awards reported in this filing.

What are Eric DeMarco’s reported Kratos (KTOS) share holdings after these transactions?

After the March 4, 2026 transactions, DeMarco’s trust held 1,061,632 KTOS shares indirectly. He also held 62,284 shares directly, including 43,674 shares purchased through the employee stock purchase plan and approximately 18,610 shares in the company’s 401(k) plan.

What deferred and unvested RSUs does KTOS CEO Eric DeMarco hold as of March 4, 2026?

As of March 4, 2026, DeMarco had 745,000 vested RSUs subject to a five-year deferral period before share release, largely scheduled by January 2029. He also held 450,000 unvested RSUs plus 300,000 additional RSUs granted January 3, 2026 with time- and performance-based vesting.

Were Eric DeMarco’s March 4, 2026 KTOS transactions open-market buys or sells?

The transactions were not open-market buys or discretionary sales. Shares were acquired through settlement of performance and deferred RSU awards and disposed of through net-share tax withholding, in accordance with the issuer’s trading policies tied to these vesting events.