STOCK TITAN

Kratos (NASDAQ: KTOS) division president sells 26,500 shares

(Very High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (KTOS) officer Phillip D. Carrai, President of the STC Division, reported selling 26,500 shares of common stock on August 17, 2026 in four open-market transactions at weighted-average prices between approximately $62.95 and $64.97. The sales were effected pursuant to a Rule 10b5-1 trading plan adopted on August 26, 2025 and made in accordance with the company’s trading policies. Following these transactions, he reports indirect ownership of 46,644 shares by trust, including 1,232 shares purchased through the Employee Stock Purchase Plan and approximately 4,537 shares held through the company’s 401(k) Plan.

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Insights

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Insider Carrai Phillip D
Role President, STC Division
Sold 26,500 shs ($1.68M)
Type Security Shares Price Value
Sale Common Stock F1, F3, F6 5,200 $63.4135 $330K
Sale Common Stock F1, F4, F6 1,200 $64.1801 $77K
Sale Common Stock F1, F6 100 $64.97 $6K
Sale Common Stock F2, F5, F6 20,000 $63.1407 $1.26M
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 182,084 shares (Direct); Common Stock — 46,644 shares (Indirect, by trust)
Footnotes (6)
  1. F1. This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on August 26, 2025.
  2. F2. Open market sale of Issuer's common stock made in accordance with Issuer's trading policies.
  3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.95 to $63.935 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. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.95 to $64.67 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. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.945 to $63.47 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.
  6. F6. Includes 1,232 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 4,537 shares held through Issuer's 401(k) Plan.
Total shares sold 26,500 shares Aggregate non-derivative sales of KTOS common stock on August 17, 2026
Sale price 5,200-share block $63.4135 per share Weighted-average price for 5,200 shares sold on August 17, 2026
Sale price 1,200-share block $64.1801 per share Weighted-average price for 1,200 shares sold on August 17, 2026
Sale price 100-share block $64.97 per share Price for 100 shares sold on August 17, 2026
Sale price 20,000-share block $63.1407 per share Weighted-average price for 20,000 shares sold on August 17, 2026
Indirect shares held by trust 46,644 shares Indirect ownership position reported after transactions
ESPP shares included 1,232 shares Shares purchased through the Issuer's Employee Stock Purchase Plan included in holdings
401(k) Plan shares included Approximately 4,537 shares Shares held through the Issuer's 401(k) Plan included in holdings
Rule 10b5-1 trading plan regulatory
"This transaction was effected pursuant to a 10b5-1 trading plan adopted"
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 4,537 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.

FAQ

What insider transactions did KTOS executive Phillip D. Carrai report on August 17, 2026?

Carrai reported selling 26,500 KTOS shares of common stock on August 17, 2026 in four open-market transactions. The sales were executed at weighted-average prices ranging from about $62.95 to $64.97, according to the Form 4 disclosure.

Were Phillip D. Carrai’s KTOS stock sales made under a Rule 10b5-1 trading plan?

Yes. The filing states the transactions were effected pursuant to a Rule 10b5-1 trading plan adopted on August 26, 2025. Such pre-arranged plans allow executives to schedule trades in advance under specified conditions.

What prices did Phillip D. Carrai receive for his KTOS share sales?

The reported prices are weighted averages, including $63.4135, $64.1801, $64.97, and $63.1407 per share. Footnotes explain these averages cover multiple trades within ranges of approximately $62.945 to $64.67 per share.

How many KTOS shares does Phillip D. Carrai still hold after these transactions?

After the reported sales, Carrai has an indirect holding of 46,644 KTOS shares by trust. This total includes 1,232 shares from the Employee Stock Purchase Plan and about 4,537 shares in the company’s 401(k) Plan.

What portion of Phillip D. Carrai’s KTOS holdings are through employee benefit plans?

Within his indirect KTOS holdings, Carrai reports 1,232 shares acquired via the Employee Stock Purchase Plan and approximately 4,537 shares held through the company’s 401(k) Plan, as detailed in a Form 4 footnote.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Learn about SEC filing dates
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)
08/17/2026
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 Stock08/17/2026S5,200(1)D$63.4135(3)203,384(6)D
Common Stock08/17/2026S1,200(1)D$64.1801(4)202,184(6)D
Common Stock08/17/2026S100(1)D$64.97202,084(6)D
Common Stock08/17/2026S20,000(2)D$63.1407(5)182,084(6)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. Open market sale of Issuer's common stock made in accordance with Issuer's trading policies.
3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.95 to $63.935 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 $63.95 to $64.67 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 $62.945 to $63.47 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.
6. Includes 1,232 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 4,537 shares held through Issuer's 401(k) Plan.
Phillip D. Carrai, by Eva Yee, Attorney-In-Fact08/19/2026
** 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)