Form 4: Kratos Executive Sells Shares After RSU Vesting

Kratos Defense & Security Solutions' President of DRSS Division, David M. Carter, reported the acquisition and subsequent sale of common stock following the settlement of performance restricted stock units and a 10b5-1 trading plan.

Summary

• David M. Carter, President of the DRSS Division at Kratos Defense & Security Solutions, Inc. (KTOS), reported multiple transactions involving the company's common stock.
• On March 4, 2026, Carter acquired a total of 15,000 shares of common stock through the settlement of three Performance Restricted Stock Unit (PRSU) Awards granted on January 3, 2022, January 4, 2024, and January 3, 2025.
• Concurrently, on March 4, 2026, 6,876 shares were withheld in net transactions to satisfy tax liabilities related to the vested shares, at a price of $89.13 per share.
• On March 5, 2026, Carter sold a total of 4,000 shares of common stock in multiple transactions under a pre-arranged 10b5-1 trading plan adopted on June 13, 2025.
• The sales occurred at weighted average prices ranging from $83.2483 to $88.74 per share.
• Following these transactions, Carter's direct beneficial ownership of Kratos common stock stands at 81,964 shares.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a routine insider transaction involving the vesting of performance-based equity awards and subsequent sales under a pre-arranged 10b5-1 plan, which is a common practice for executive compensation management.

Positives

• The settlement of Performance Restricted Stock Unit Awards granted in 2022, 2024, and 2025 indicates that the company met the performance targets associated with these awards, leading to the vesting of 15,000 shares for the executive.

Negatives

• David M. Carter sold a total of 4,000 shares of common stock on the open market, which, while executed under a pre-arranged plan, represents a reduction in his direct equity stake.

Management Comments

• The transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on June 13, 2025.

Industry Context

StockSavvy.ai notes that insider transactions, especially those under 10b5-1 plans, are common for executives managing their equity compensation and personal finances. These planned sales are generally less indicative of an executive's immediate outlook on the company's prospects compared to unplanned, open-market transactions.

Related Party Transactions

• Settlement of Performance Restricted Stock Unit Awards granted by the issuer to the reporting person as part of executive compensation.

Stakeholder Impact

• Shareholders: The transactions represent a routine adjustment in an executive's equity holdings, with minimal direct impact on the company's overall share structure or market dynamics.
• Employees: No direct impact on employees is indicated by this filing.

Key Dates

Recommendation

This Form 4 reports routine insider transactions, including the vesting of performance-based restricted stock units and subsequent sales under a pre-arranged 10b5-1 trading plan. These transactions are typical for executive compensation and personal financial management and do not provide new fundamental information to warrant a change in investment recommendation based solely on this filing.

Keywords

Kratos Defense, KTOS, Insider Trading, Form 4, Stock Sale, RSU, Performance Shares, 10b5-1 Plan, Executive Compensation