Eric M. Demarco - 03 Jan 2026 Form 4 Insider Report for KRATOS DEFENSE & SECURITY SOLUTIONS, INC. (KTOS)

Role
President & CEO, Director
Signature
Eric M. DeMarco, by Eva Yee, Attorney-In-Fact
Issuer symbol
KTOS
Transactions as of
03 Jan 2026
Net transactions value
-$22,741,430
Form type
4
Filing time
06 Jan 2026, 21:43:05 UTC
Previous filing
23 Dec 2025
Next filing
12 Jan 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
DEMARCO ERIC M President & CEO, Director 10680 TREENA STREET, SUITE 600, SAN DIEGO Eric M. DeMarco, by Eva Yee, Attorney-In-Fact 06 Jan 2026 0001082440

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KTOS Common Stock Options Exercise $0 +30,000 +3.8% $0.000000 826,237 03 Jan 2026 by trust F3, F9
transaction KTOS Common Stock Tax liability $943,551 -11,900 -1.4% $79.29 814,337 03 Jan 2026 by trust F8, F9
transaction KTOS Common Stock Options Exercise $0 +30,000 +3.7% $0.000000 844,337 03 Jan 2026 by trust F4, F9
transaction KTOS Common Stock Tax liability $936,018 -11,805 -1.4% $79.29 832,532 03 Jan 2026 by trust F8, F9
transaction KTOS Common Stock Options Exercise $0 +30,000 +3.6% $0.000000 862,532 03 Jan 2026 by trust F5, F9
transaction KTOS Common Stock Tax liability $936,018 -11,805 -1.4% $79.29 850,727 03 Jan 2026 by trust F8, F9
transaction KTOS Common Stock Options Exercise $0 +30,000 +3.5% $0.000000 880,727 04 Jan 2026 by trust F6, F9
transaction KTOS Common Stock Tax liability $936,018 -11,805 -1.3% $79.29 868,922 04 Jan 2026 by trust F8, F9
transaction KTOS Common Stock Options Exercise $0 +30,000 +3.5% $0.000000 898,922 04 Jan 2026 by trust F7, F9
transaction KTOS Common Stock Tax liability $936,018 -11,805 -1.3% $79.29 887,117 04 Jan 2026 by trust F8, F9
transaction KTOS Common Stock Sale $747,102 -8,301 -0.94% $90.00 878,816 05 Jan 2026 by trust F10, F11
transaction KTOS Common Stock Sale $17,136,039 -189,824 -22% $90.27 688,992 06 Jan 2026 by trust F10, F12
transaction KTOS Common Stock Sale $170,665 -1,875 -0.27% $91.02 687,117 06 Jan 2026 by trust F10, F13, F14
holding KTOS Common Stock 62,203 03 Jan 2026 Direct F14, F15

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction KTOS Restricted Stock Units Award $0 +150,000 $0.000000 150,000 03 Jan 2026 Common Stock 150,000 Direct F1, F2
transaction KTOS Restricted Stock Units Options Exercise $0 -30,000 -50% $0.000000 30,000 03 Jan 2026 Common Stock 30,000 Direct F1, F3
transaction KTOS Restricted Stock Units Options Exercise $0 -30,000 -33% $0.000000 60,000 03 Jan 2026 Common Stock 30,000 Direct F1, F4
transaction KTOS Restricted Stock Units Options Exercise $0 -30,000 -20% $0.000000 120,000 03 Jan 2026 Common Stock 30,000 Direct F1, F5
transaction KTOS Restricted Stock Units Options Exercise $0 -30,000 -100% $0.000000 0 04 Jan 2026 Common Stock 30,000 Direct F1, F6
transaction KTOS Restricted Stock Units Options Exercise $0 -30,000 -25% $0.000000 90,000 04 Jan 2026 Common Stock 30,000 Direct F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 Each restricted stock unit (RSU) represents a contingent right to receive one share of Issuer's common stock.
F2 RSUs vest ratably on each of the first five anniversaries of the date of grant, unless earlier vested or terminated pursuant to the terms of the RSU agreement.
F3 RSUs were granted and previously reported on a Form 4 filed January 5, 2022, where 150,000 RSUs vest ratably on each of the first five anniversaries of the January 3, 2022 date of grant.
F4 RSUs were granted and previously reported on a Form 4 filed January 5, 2023, where 150,000 RSUs vest ratably on each of the first five anniversaries of the January 3, 2023 date of grant.
F5 RSUs were granted and previously reported on a Form 4 filed January 7, 2025, where 150,000 RSUs vest ratably on each of the first five anniversaries of the January 3, 2025 date of grant.
F6 RSUs were granted and previously reported on a Form 4 filed January 5, 2021, where 150,000 RSUs vest ratably on each of the first five anniversaries of the January 4, 2021 date of grant.
F7 RSUs were granted and previously reported on a Form 4 filed January 4, 2024, where 150,000 RSUs vest ratably on each of the first five anniversaries of the January 4, 2024 date of grant.
F8 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.
F9 RSUs were granted to Reporting Person, and per Reporting Person's instructions, the common stock from such released RSUs were issued to Reporting Person's trust.
F10 This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on August 29, 2025.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.02 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.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.99 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.
F13 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.005 to $91.035 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.
F14 In addition to the 687,117 shares and 62,203 shares reported in Column 5, as of January 6, 2026, 1,212,500 deferred restricted stock units (RSUs) granted to Mr. DeMarco, representing non-qualified deferred compensation, have vested but remain subject to a previously agree to 5-year deferral period before issuance and release, which substantially all subject RSUs are scheduled to be released by January 2029, and, in addition to the January 3, 2026 RSU award, which includes 150,000 RSUs reported in Table II, an additional 600,000 RSUs granted to Mr. DeMarco are currently unvested and will only vest upon achievement of applicable vesting terms described in our proxy statement on Schedule 14A filed with the SEC on April 4, 2025. Each RSU represents a contingent right to receive one share of the Company's common stock.
F15 Includes 43,674 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 18,529 shares held through Issuer's 401(k).