KTOS (KTOS) division president nets 4,000-share sale amid award settlements

Rhea-AI Filing Summary

Kratos Defense & Security Solutions executive David M. Carter, President of the DRSS Division, reported multiple stock transactions in company common shares. On March 5, 2026, he executed open-market sales totaling 4,000 shares at weighted average prices in the low-to-high $80s per share under a pre-arranged Rule 10b5-1 trading plan adopted on June 13, 2025. On March 4, 2026, he acquired several blocks of 5,000 shares each through the settlement of prior performance restricted stock unit awards granted in 2022, 2024, and 2025, with a portion of the vested shares withheld to satisfy tax obligations. After these awards, withholdings, and sales, his direct ownership stood at 81,964 common shares, which includes shares held through an employee stock purchase plan, a retirement account, and the company’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).

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^*

Carter David 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, DRSS Division

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		5,000(1)	A	$0	82,840(10)	D
Common Stock	03/04/2026		F		2,292(4)	D	$89.13	80,548(10)	D
Common Stock	03/04/2026		A		5,000(2)	A	$0	85,548(10)	D
Common Stock	03/04/2026		F		2,292(4)	D	$89.13	83,256(10)	D
Common Stock	03/04/2026		A		5,000(3)	A	$0	88,256(10)	D
Common Stock	03/04/2026		F		2,292(4)	D	$89.13	85,964(10)	D
Common Stock	03/05/2026		S		600(5)	D	$83.2483(6)	85,364(10)	D
Common Stock	03/05/2026		S		1,200(5)	D	$84.5712(7)	84,164(10)	D
Common Stock	03/05/2026		S		1,300(5)	D	$85.5343(8)	82,864(10)	D
Common Stock	03/05/2026		S		100(5)	D	$86.09	82,764(10)	D
Common Stock	03/05/2026		S		700(5)	D	$87.5857(9)	82,064(10)	D
Common Stock	03/05/2026		S		100(5)	D	$88.74	81,964(10)	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 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.

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

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.73 to $83.55 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.01 to $84.97 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.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.08 to $86.03 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.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.09 to $88.05 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.

10. Includes 12,200 shares purchased through Issuer's Employee Stock Purchase Plan; 4,165 shares held through reporting person's retirement account; and approximately 31 shares held through Issuer's 401(k) Plan.

	David M. Carter, 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.
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 stock transactions did KTOS executive David M. Carter report?

David M. Carter reported both sales and awards of KTOS common stock. He sold 4,000 shares in open-market transactions and received multiple 5,000-share performance award settlements, with some shares withheld to cover associated tax liabilities.

How many KTOS shares did David M. Carter sell in this Form 4 filing?

He sold a total of 4,000 KTOS common shares. These were executed in several open-market trades on March 5, 2026, at weighted average prices ranging from the low $80s to high $80s per share, as detailed in the transaction footnotes.

Did David M. Carter receive new KTOS shares through equity awards?

Yes. He acquired multiple 5,000-share blocks of KTOS common stock. These shares came from the settlement of performance restricted stock unit awards granted in 2022, 2024, and 2025, increasing his direct holdings before tax-related share withholdings.

Why were some of David M. Carter’s KTOS shares disposed of on March 4, 2026?

Certain shares were disposed of to satisfy tax liabilities. The Form 4 classifies these as tax-withholding dispositions, where shares from vested performance awards were withheld in accordance with company trading policies instead of a traditional market sale.

What trading plan governed David M. Carter’s KTOS stock sales?

His KTOS stock sales were executed under a Rule 10b5-1 trading plan. The footnotes state this plan was adopted on June 13, 2025, providing a pre-arranged framework for selling shares independent of day-to-day market or personal information considerations.

How many KTOS shares does David M. Carter hold after these transactions?

After the reported awards, tax withholdings, and sales, he directly holds 81,964 KTOS common shares. This total includes shares acquired through the employee stock purchase plan, his retirement account, and a small balance in the company’s 401(k) plan.

What types of KTOS-related accounts are included in David M. Carter’s share total?

His reported KTOS holdings span several account types. They include shares purchased through the company’s Employee Stock Purchase Plan, shares held in his retirement account, and approximately 31 shares held through Kratos Defense’s 401(k) plan.