STOCK TITAN

Kratos (KTOS) STC division president sells 6,500 shares in Rule 10b5-1 plan trades

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Kratos Defense & Security Solutions President, STC Division Phillip D. Carrai sold 6,500 shares of common stock in open-market transactions under a Rule 10b5-1 trading plan. The sales on May 15, 2026 occurred at weighted average prices around $52–$53 per share. After these sales, he held 221,550 shares directly and 46,644 shares indirectly through a trust, including 1,232 shares from the Employee Stock Purchase Plan and about 4,503 shares in the company 401(k) plan.

Positive

  • None.

Negative

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Insights

Routine 10b5-1 plan sales totaling 6,500 shares, small versus remaining holdings.

Phillip D. Carrai, President of the STC Division at Kratos Defense & Security Solutions, sold 6,500 common shares on May 15, 2026. The transactions were open-market sales at weighted average prices near $52–$53 per share.

A footnote states the trades were executed under a pre-arranged Rule 10b5-1 trading plan adopted on August 26, 2025, indicating they were scheduled in advance. Following the sales, he still owns 221,550 shares directly and 46,644 shares indirectly via a trust, so the disposed amount is a small fraction of his total reported stake.

The filing also notes that his direct holdings include 1,232 shares from the Employee Stock Purchase Plan and about 4,503 shares in the company’s 401(k) plan. Subsequent filings may provide further updates on any additional plan-driven trades.

Insider Carrai Phillip D
Role President, STC Division
Sold 6,500 shs ($339K)
Type Security Shares Price Value
Sale Common Stock 6,000 $52.0578 $312K
Sale Common Stock 500 $53.00 $27K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 222,050 shares (Direct, null); Common Stock — 46,644 shares (Indirect, by trust)
Footnotes (1)
  1. This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on August 26, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.75 to $52.73 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 $52.77 to $53.21 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 1,232 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 4,503 shares held through Issuer's 401(k) Plan.
Shares sold (total) 6,500 shares Open-market sales on May 15, 2026
Sale price block 1 $52.0578 per share 6,000 shares; weighted average within $51.75–$52.73 range
Sale price block 2 $53.00 per share 500 shares; weighted average within $52.77–$53.21 range
Direct holdings after sales 221,550 shares Common stock held directly after May 15, 2026 transactions
Indirect holdings by trust 46,644 shares Common stock held indirectly by trust after transactions
ESPP shares included 1,232 shares Purchased through Employee Stock Purchase Plan within direct holdings
401(k) plan shares ≈4,503 shares Held through Kratos 401(k) plan, part of direct holdings
Rule 10b5-1 trading plan regulatory
"This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on August 26, 2025."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
weighted average price financial
"The price reported in Column 4 is a weighted average price."
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Employee Stock Purchase Plan financial
"Includes 1,232 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 4,503 shares held through Issuer's 401(k) Plan."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
401(k) Plan financial
"Includes 1,232 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 4,503 shares held through Issuer's 401(k) Plan."
A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.
open-market sale financial
"transaction_action: open-market sale"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
SEC Form 4
FORM 4UNITED 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*
Carrai Phillip D

(Last)(First)(Middle)
10680 TREENA STREET, SUITE 600

(Street)
SAN DIEGO CALIFORNIA 92131

(City)(State)(Zip)

UNITED STATES

(Country)
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)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, STC Division
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock05/15/2026S6,000(1)D$52.0578(2)222,050(4)D
Common Stock05/15/2026S500(1)D$53(3)221,550(4)D
Common Stock46,644Iby trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 August 26, 2025.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.75 to $52.73 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 $52.77 to $53.21 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 1,232 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 4,503 shares held through Issuer's 401(k) Plan.
Phillip D. Carrai, by Eva Yee, Attorney-In-Fact05/19/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

How many Kratos (KTOS) shares did Phillip D. Carrai sell in this Form 4?

Phillip D. Carrai reported selling a total of 6,500 Kratos common shares. The sales consisted of 6,000 shares at a weighted average price of about $52.06 and 500 shares at about $53.00, all executed on May 15, 2026.

At what prices were the Kratos (KTOS) shares sold by Phillip D. Carrai?

Carrai’s Form 4 reports weighted average sale prices around $52–$53 per share. One 6,000-share block priced at $52.0578 covered trades from $51.75–$52.73, and a 500-share block at $53.00 covered trades from $52.77–$53.21.

Were Phillip D. Carrai’s Kratos (KTOS) share sales under a Rule 10b5-1 plan?

Yes. A footnote states the transaction was effected under a Rule 10b5-1 trading plan adopted on August 26, 2025. Such pre-arranged plans schedule trades in advance, indicating the timing is not a discretionary, spur-of-the-moment decision.

How many Kratos (KTOS) shares does Phillip D. Carrai hold after these transactions?

After the reported sales, Carrai holds 221,550 Kratos common shares directly and 46,644 shares indirectly through a trust. His direct holdings include 1,232 shares from the Employee Stock Purchase Plan and approximately 4,503 shares in the company 401(k) plan.

What ownership types are shown for Phillip D. Carrai’s Kratos (KTOS) holdings?

The Form 4 shows both direct and indirect ownership. Carrai owns 221,550 shares directly, plus 46,644 shares indirectly “by trust.” Indirect holdings reflect shares held through a trust entity rather than in his own name.