[Form 4] Kratos Defense & Security Solutions, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 06/30/2025, Kratos Defense & Security Solutions (KTOS) President, U.S. Division, Steven S. Fendley filed a Form 4 reporting the sale of a combined 7,000 common shares under a Rule 10b5-1 trading plan adopted 05/20/2024.

The transactions were:

• 6,792 shares sold at a weighted-average price of $46.0432
• 208 shares sold at a weighted-average price of $46.4973

After the sale, Fendley still owns 360,475 KTOS shares (including ~2,348 401(k) shares), representing roughly 98 % of his previous direct holdings. No derivative securities or additional dispositions were disclosed, and the filing notes that detailed price data is available upon request.

The modest size of the sale and the existence of the pre-arranged 10b5-1 plan suggest the activity is routine portfolio management rather than a signal of strategic change.

Insights

Securities Analyst

TL;DR: 7k-share 10b5-1 sale by KTOS exec; immaterial to ownership; neutral impact.

The sale equals about 1.9 % of Fendley’s stake and is de minimis relative to KTOS’s average daily volume. Execution under a pre-set 10b5-1 plan further dilutes any negative signalling effect. With 360k shares remaining, management’s equity alignment stays intact. I view the disclosure as routine and not financially material.

Corporate Governance Expert

TL;DR: Well-documented, plan-based trade; governance-neutral event.

The filing references a dated 10b5-1 plan and provides weighted-average price ranges, reflecting best-practice transparency. No pattern of accelerated insider selling is evident, and the executive retains a substantial position, preserving shareholder alignment. There are no governance red flags arising from this transaction.

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^*

Fendley Steven S.

(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, US Division

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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	06/30/2025		S		6,792(1)	D	$46.0432(2)	360,683(4)	D
Common Stock	06/30/2025		S		208(1)	D	$46.4973(3)	360,475(4)	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 May 20, 2024.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $45.48 to $46.47 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 $46.49 to $46.51 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 approximately 2,348 shares held through Issuer's 401(k) Plan.

	Steven S. Fendley, by Eva Yee, Attorney-In-Fact	07/02/2025
	** 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

How many KTOS shares did Steven Fendley sell on 06/30/2025?

7,000 shares in total—6,792 at $46.0432 and 208 at $46.4973.

What average prices were received for the KTOS shares sold?

Weighted-average prices were $46.0432 and $46.4973 per share, respectively.

How many KTOS shares does Fendley own after the transaction?

He beneficially owns 360,475 shares, including approximately 2,348 in the company 401(k) plan.

Was the KTOS share sale executed under a 10b5-1 trading plan?

Yes. The plan was adopted on May 20, 2024, as disclosed in the footnotes.

What is Steven Fendley’s role at Kratos Defense?

He is the President, U.S. Division of Kratos Defense & Security Solutions.