Kratos (KTOS) division president sells 6,500 shares, keeps large stake

Rhea-AI Filing Summary

Kratos Defense & Security Solutions executive Phillip D. Carrai reported selling 6,500 shares of common stock in open-market transactions. The sales on April 15, 2026 were executed at weighted average prices around the mid‑$70 range, with reported prices of $74.0769, $74.7991, and $75.5619 per share.

After these sales, Carrai directly holds 227,898 shares and indirectly holds 46,644 shares through a trust. The filing notes that the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on August 26, 2025, indicating they were pre‑scheduled rather than discretionary trades.

Insider Trade Summary 10b5-1

Net Seller: 6,500 shares ($485,693)

Net Sell 4 txns

Insider Carrai Phillip D

Role President, STC Division

Sold 6,500 shs ($486K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,645	$74.0769	$122K
Sale	Common Stock	3,955	$74.7991	$296K
Sale	Common Stock	900	$75.5619	$68K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 232,753 shares (Direct); 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 $73.47 to $74.45 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 $74.47 to $75.46 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 $75.48 to $75.68 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 4,351 shares held through Issuer's 401(k) Plan.

Key Figures

Shares sold: 6,500 shares Sale price 1: $74.0769 per share Sale price 2: $74.7991 per share +5 more

8 metrics

Shares sold 6,500 shares Open-market sales on April 15, 2026

Sale price 1 $74.0769 per share Weighted average price for 1,645 shares sold

Sale price 2 $74.7991 per share Weighted average price for 3,955 shares sold

Sale price 3 $75.5619 per share Weighted average price for 900 shares sold

Direct holdings after transactions 227,898 shares Common stock held directly after April 15, 2026 sales

Indirect holdings 46,644 shares Common stock held indirectly by trust

ESPP shares 1,232 shares Purchased through Employee Stock Purchase Plan

401(k) shares 4,351 shares Held through Kratos 401(k) Plan

Key Terms

Rule 10b5-1 trading plan, weighted average price, Employee Stock Purchase Plan, 401(k) Plan

4 terms

Rule 10b5-1 trading plan regulatory

"This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person"

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"

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

"and approximately 4,351 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/15/2026		S		1,645(1)	D	$74.0769(2)	232,753(5)	D
Common Stock	04/15/2026		S		3,955(1)	D	$74.7991(3)	228,798(5)	D
Common Stock	04/15/2026		S		900(1)	D	$75.5619(4)	227,898(5)	D
Common Stock								46,644	I	by 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)
				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 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 $73.47 to $74.45 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 $74.47 to $75.46 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 $75.48 to $75.68 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. Includes 1,232 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 4,351 shares held through Issuer's 401(k) Plan.

	Phillip D. Carrai, by Eva Yee, Attorney-In-Fact	04/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did KTOS executive Phillip D. Carrai report?

Phillip D. Carrai reported selling 6,500 shares of Kratos (KTOS) common stock in open-market trades. The sales occurred on April 15, 2026 at weighted average prices in the mid-$70 range, as detailed in three separate sale entries.

At what prices did KTOS executive Phillip D. Carrai sell his shares?

Carrai’s reported weighted average sale prices were $74.0769, $74.7991, and $75.5619 per share. Footnotes explain each price reflects multiple trades within narrow ranges between $73.47 and $75.68, and detailed breakdowns are available upon request.

How many KTOS shares does Phillip D. Carrai hold after the reported sales?

After the reported sales, Carrai directly holds 227,898 shares of Kratos common stock. He also has an indirect position of 46,644 shares held by a trust, providing a substantial remaining ownership stake following the 6,500-share disposition.

Were Phillip D. Carrai’s KTOS stock sales made 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 plans are pre-arranged trading programs designed to execute trades automatically according to preset instructions.

What does the KTOS Form 4 say about Carrai’s ESPP and 401(k) holdings?

The filing notes Carrai’s holdings include 1,232 shares purchased through Kratos’s Employee Stock Purchase Plan and approximately 4,351 shares held through the company’s 401(k) Plan, reflecting additional equity exposure beyond his directly held shares.

How significant is the 6,500-share KTOS sale relative to Carrai’s total holdings?

Carrai sold 6,500 shares while retaining 227,898 shares directly and 46,644 shares indirectly through a trust. This indicates the reported sale represents a relatively small portion of his overall visible Kratos equity position in this filing.