Form 4: Kratos Defense Executive Sells Shares Under Pre-Arranged 10b5-1 Plan

Phillip D. Carrai, President of Kratos Defense & Security Solutions' STC Division, sold 6,000 shares of common stock for approximately $252,967 under a Rule 10b5-1 trading plan.

Summary

• Phillip D. Carrai, President of the STC Division at Kratos Defense & Security Solutions, Inc. (KTOS), sold 6,000 shares of the company's common stock.
• The sale occurred on June 16, 2025, at a weighted average price of $42.1613 per share, totaling approximately $252,967.80.
• The shares were sold in multiple transactions within a price range of $41.895 to $42.36.
• This transaction was executed under a Rule 10b5-1 trading plan, which was adopted by Mr. Carrai on November 15, 2024.
• Following the sale, Mr. Carrai directly beneficially owns 276,085 shares of common stock, which includes 11,385 shares purchased through the Issuer's Employee Stock Purchase Plan and approximately 4,221 shares held through the Issuer's 401(k) Plan.
• Additionally, Mr. Carrai indirectly beneficially owns 46,644 shares through a trust.

Sentiment

Score: 6

Explanation: While an insider sale can be seen negatively, the fact that it was conducted under a pre-arranged 10b5-1 plan mitigates concerns about its implications for the company's immediate prospects. It suggests a planned liquidity event rather than a reaction to adverse internal information. The executive retains substantial holdings.

Positives

• The sale was conducted under a pre-arranged Rule 10b5-1 trading plan, indicating it was not based on new, non-public information and was planned well in advance. This reduces the negative signal often associated with insider sales.

Negatives

• An insider sale, even under a 10b5-1 plan, reduces the executive's direct equity stake in the company, which could be perceived by some investors as a slight reduction in alignment with shareholder interests, although the remaining holdings are substantial.

Future Outlook

NA

Industry Context

NA

Related Party Transactions

• The sale of 6,000 shares by Phillip D. Carrai, an officer of Kratos Defense & Security Solutions, Inc., is a related party transaction as it involves an insider selling company stock.

Stakeholder Impact

• Shareholders: The sale of shares by an executive could be interpreted in various ways; however, the 10b5-1 plan context suggests it's a pre-planned liquidity event rather than a signal of lack of confidence. The executive still holds a significant number of shares, maintaining alignment.
• Employees: No direct impact mentioned.
• Customers/Suppliers/Creditors: No direct impact mentioned.

Key Dates

Recommendation

Keywords

Kratos Defense & Security Solutions, KTOS, SEC Form 4, Insider Trading, Stock Sale, Phillip D. Carrai, 10b5-1 Plan, Defense Industry, Aerospace, Government Contracts