SEC Form 4 · accession 0001082440-26-000005
KRATOS DEFENSE & SECURITY SOLUTIONS, INC. · KTOS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Eric M Demarco
Officer — President & CEO · Director
Period of report
Aug 14, 2026
Accepted (ET)
Aug 14, 2026 · 7:51 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001069258
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Aug 14, 2026 | S | 19,638 | $63.3317 | D | 1,041,994 | I | by trust |
| Common StockF1,F3 | Aug 14, 2026 | S | 266,316 | $64.3321 | D | 775,678 | I | by trust |
| Common StockF1,F4 | Aug 14, 2026 | S | 4,946 | $65.0538 | D | 770,732 | I | by trust |
| Common StockF1,F5,F6 | Aug 14, 2026 | S | 9,100 | $66.1729 | D | 761,632 | I | by trust |
| Common StockF6,F7 | holding | — | — | — | 63,036 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on March 6, 2026 and modified on May 15, 2026.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $62.77 to $63.76 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $63.77 to $64.76 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.
- F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $64.77 to $65.68 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.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $65.89 to $66.88 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.
- F6In addition to the 761,632 shares and 63,036 shares reported in Column 5, as of August 14, 2026, 745,000 deferred restricted stock units (RSUs) granted to Mr. DeMarco, representing non-qualified deferred compensation, have vested but remain subject to a previously agreed to 5-year deferral period before issuance and release, which substantially all subject RSUs are scheduled to be released by January 2029, and an additional 750,000 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 2, 2026. Each RSU represents a contingent right to receive one share of the Company's common stock.
- F7Includes 43,925 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 19,111 shares held through Issuer's 401(k) Plan.