Director Scot Jarvis sells Kratos (KTOS) shares under 10b5-1 plan

Rhea-AI Filing Summary

Kratos Defense & Security Solutions director Scot B. Jarvis reported open-market sales of common stock executed on January 28, 2026 under a pre-arranged Rule 10b5-1 trading plan adopted on September 15, 2025.

He sold 4,100 shares at a weighted average price of $118.1368 and 900 shares at a weighted average price of $118.9103. After these transactions, he directly held 100,417 shares of Kratos common stock.

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^*

Jarvis Scot B

(Last) (First) (Middle)

C/O KRATOS DEFENSE & SECURITY SOLUTIONS

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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2026

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	01/28/2026		S		4,100(1)	D	$118.1368(2)	101,317	D
Common Stock	01/28/2026		S		900(1)	D	$118.9103(3)	100,417	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 September 15, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $117.67 to $118.56 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 $118.91 to $118.93 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.

	Scot B. Jarvis, by Eva Yee, Attorney-In-Fact	01/30/2026
	** 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.

FAQ

What insider transaction did KTOS director Scot B. Jarvis report?

Scot B. Jarvis reported selling Kratos (KTOS) common stock in two open-market transactions on January 28, 2026. The trades were executed under a pre-arranged Rule 10b5-1 plan and reduced his direct holdings to 100,417 shares after the reported sales.

How many KTOS shares did Scot B. Jarvis sell on January 28, 2026?

Scot B. Jarvis sold 4,100 Kratos common shares in one transaction and 900 shares in a second transaction on January 28, 2026. Both trades were reported as open-market sales on Form 4 and executed pursuant to his Rule 10b5-1 trading plan.

At what prices were Scot B. Jarvis’s KTOS shares sold?

The first block of Jarvis’s KTOS shares was sold at a weighted average price of $118.1368. The second block was sold at a weighted average price of $118.9103. Each price reflects multiple trades within narrow intraday ranges disclosed in the Form 4 footnotes.

How many KTOS shares does Scot B. Jarvis own after these sales?

After the reported January 28, 2026 sales, Scot B. Jarvis directly owns 100,417 shares of Kratos common stock. The Form 4 indicates these are held in direct form, with ownership shown in the table as “D” for direct beneficial ownership.

Was the KTOS insider sale by Scot B. Jarvis under a 10b5-1 plan?

Yes. The Form 4 footnotes state the transaction was effected under a Rule 10b5-1 trading plan adopted on September 15, 2025. Such plans allow pre-scheduled trades, helping insiders systematically sell shares according to predetermined instructions.

What do the weighted average prices mean in the KTOS Form 4?

The weighted average prices reflect that Jarvis’s KTOS shares were sold in multiple trades within price ranges. For the first sale, trades ranged from $117.67 to $118.56; for the second, from $118.91 to $118.93. Exact trade details are available on request.