Kratos Defense & Security (KTOS) president sells 4,000 shares in planned trade

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Kratos Defense & Security Solutions executive David M. Carter, President of the DRSS Division, reported planned stock sales. On February 5, 2026, he sold a total of 4,000 shares of Kratos common stock in several open-market transactions at weighted average prices ranging roughly from the mid-$80s to the low-$90s per share, executed under a Rule 10b5-1 trading plan adopted on June 13, 2025. After these sales, he beneficially owned 77,826 shares, including 12,200 shares purchased through the company’s employee stock purchase plan, 4,165 shares held in a retirement account, and approximately 17 shares held through Kratos’s 401(k) plan.

Insider Trade Summary

Net Seller: 4,000 shares ($349,593)

Net Sell 7 txns

Insider Carter David M

Role President, DRSS Division

Sold 4,000 shs ($350K)

Type	Security	Shares	Price	Value
Sale	Common Stock	824	$84.8738	$70K
Sale	Common Stock	676	$86.4764	$58K
Sale	Common Stock	600	$87.3331	$52K
Sale	Common Stock	1,500	$88.3894	$133K
Sale	Common Stock	100	$89.00	$9K
Sale	Common Stock	200	$90.43	$18K
Sale	Common Stock	100	$92.29	$9K

Holdings After Transaction: Common Stock — 81,002 shares (Direct)

Footnotes (1)

This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person June 13, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.70 to $85.25 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.81 to $86.79 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $86.88 to $87.70 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.97 to $88.74 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.31 to $90.55 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. Includes 12,200 shares purchased through Issuer's Employee Stock Purchase Plan; 4,165 shares held through reporting person's retirement account; and approximately 17 shares held through Issuer's 401(k).

Form 4 Insider Transactions: What Each Field Means →

02/06/2026 - 07:57 PM

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^*

Carter David M

(Last)

(First)

(Middle)

10680 TREENA STREET, SUITE 600

(Street)

SAN DIEGO

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, DRSS Division

3. Date of Earliest Transaction (Month/Day/Year)
02/05/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/05/2026		S		824⁽¹⁾	D	$84.8738⁽²⁾	81,002⁽⁷⁾	D
Common Stock	02/05/2026		S		676⁽¹⁾	D	$86.4764⁽³⁾	80,326⁽⁷⁾	D
Common Stock	02/05/2026		S		600⁽¹⁾	D	$87.3331⁽⁴⁾	79,726⁽⁷⁾	D
Common Stock	02/05/2026		S		1,500⁽¹⁾	D	$88.3894⁽⁵⁾	78,226⁽⁷⁾	D
Common Stock	02/05/2026		S		100⁽¹⁾	D	$89	78,126⁽⁷⁾	D
Common Stock	02/05/2026		S		200⁽¹⁾	D	$90.43⁽⁶⁾	77,926⁽⁷⁾	D
Common Stock	02/05/2026		S		100⁽¹⁾	D	$92.29	77,826⁽⁷⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person June 13, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.70 to $85.25 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 $85.81 to $86.79 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 $86.88 to $87.70 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 $87.97 to $88.74 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.31 to $90.55 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.

7. Includes 12,200 shares purchased through Issuer's Employee Stock Purchase Plan; 4,165 shares held through reporting person's retirement account; and approximately 17 shares held through Issuer's 401(k).

	David M. Carter, by Eva Yee, Attorney-In-Fact	02/06/2026
	** 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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Kratos Defense (KTOS) executive David M. Carter report on this Form 4?

David M. Carter, President of the DRSS Division, reported selling 4,000 shares of Kratos common stock on February 5, 2026. The sales were split into multiple transactions at different prices, all executed under a pre-established Rule 10b5-1 trading plan adopted in June 2025.

How many KTOS shares did David M. Carter sell and at what prices?

Carter sold a total of 4,000 Kratos common shares in several trades on February 5, 2026. Weighted average sale prices ranged from about $84.87 up to $92.29 per share, with detailed price ranges for each block described in the Form 4 footnotes.

Is the KTOS insider sale by David M. Carter part of a trading plan?

Yes. The Form 4 states the transactions were effected under a Rule 10b5-1 trading plan adopted by David M. Carter on June 13, 2025. Such plans pre-schedule trades, allowing executives to sell shares over time according to predetermined instructions.

How many Kratos (KTOS) shares does David M. Carter still own after these sales?

After the February 5, 2026 transactions, Carter beneficially owned 77,826 Kratos common shares. This total includes 12,200 shares from the employee stock purchase plan, 4,165 shares in his retirement account, and approximately 17 shares held through the company’s 401(k).

What types of accounts hold David M. Carter’s remaining KTOS shares?

Carter’s remaining 77,826 Kratos shares are spread across several holdings. They include shares purchased through the employee stock purchase plan, shares held in his retirement account, and a small number of shares, about 17, held via Kratos’s 401(k) plan.

Does this Kratos (KTOS) Form 4 show any derivative security transactions?

No. The Form 4 table for derivative securities shows no reported options, warrants, or other derivative transactions. All reported activity involves non-derivative Kratos common stock sales completed on February 5, 2026 by David M. Carter as direct ownership transactions.