Kratos (KTOS) officer Carrai reports 41K-share gift, stock sales

Rhea-AI Filing Summary

Kratos Defense & Security Solutions (KTOS) officer Phillip D. Carrai, President of the STC Division, reported multiple stock transactions dated 11/17/2025. He made a bona fide charitable gift of 41,113 shares of common stock, for which he received no value. He also sold 5,300 shares at a weighted average price of $72.0413 and 700 shares at a weighted average price of $72.61, with both sale blocks executed under a Rule 10b5-1 trading plan adopted on November 15, 2024.

Following these transactions, Carrai directly beneficially owned 204,968 shares of KTOS common stock and indirectly held 46,644 shares through a trust. His direct holdings include 1,232 shares acquired via the company’s Employee Stock Purchase Plan and approximately 4,217 shares held through the company 401(k) plan.

Insider Trade Summary

Net Seller: 6,000 shares ($432,646)

Net Sell 4 txns

Insider Carrai Phillip D

Role President, STC Division

Sold 6,000 shs ($433K)

Type	Security	Shares	Price	Value
Gift	Common Stock	41,113	$0.00	--
Sale	Common Stock	5,300	$72.0413	$382K
Sale	Common Stock	700	$72.61	$51K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 210,968 shares (Direct); Common Stock — 46,644 shares (Indirect, by trust)

Footnotes (1)

1. This transaction was a bona fide gift / charitable donation to a charitable entity. This is not a market transaction, thus no price has been reported. No value was received for the gifted shares. This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on November 15, 2024. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.475 to $72.43 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.50 to $72.80 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. Includes 1,232 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 4,217 shares held through Issuer's 401(k) Plan.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED 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 CA 92131

(City) (State) (Zip)

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, STC Division

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/17/2025		G		41,113(1)	D	$0(1)	210,968(5)	D
Common Stock	11/17/2025		S		5,300(2)	D	$72.0413(3)	205,668(5)	D
Common Stock	11/17/2025		S		700(2)	D	$72.61(4)	204,968(5)	D
Common Stock								46,644	I	by 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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. This transaction was a bona fide gift / charitable donation to a charitable entity. This is not a market transaction, thus no price has been reported. No value was received for the gifted shares.

2. This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on November 15, 2024.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.475 to $72.43 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 $72.50 to $72.80 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. Includes 1,232 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 4,217 shares held through Issuer's 401(k) Plan.

	Phillip D. Carrai, by Eva Yee, Attorney-In-Fact	11/19/2025
	** Signature of Reporting Person	Date
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.

FAQ

What insider transactions did KTOS executive Phillip D. Carrai report on this Form 4?

Phillip D. Carrai reported a 41,113-share charitable gift of Kratos Defense & Security Solutions (KTOS) common stock and open-market sales totaling 6,000 shares (5,300 shares and 700 shares) on 11/17/2025.

At what prices were the KTOS shares sold by Phillip D. Carrai?

Carrai sold 5,300 shares of KTOS at a weighted average price of $72.0413 per share and 700 shares at a weighted average price of $72.61 per share, with each block executed in multiple trades within the disclosed price ranges.

How many KTOS shares did Phillip D. Carrai own after the reported transactions?

After the reported Form 4 transactions, Carrai directly beneficially owned 204,968 KTOS shares and indirectly owned 46,644 KTOS shares through a trust.

Was the KTOS stock sale by Phillip D. Carrai under a Rule 10b5-1 trading plan?

Yes. The Form 4 states that the sale transactions were effected under a Rule 10b5-1 trading plan that Carrai adopted on November 15, 2024.

What does the Form 4 say about the 41,113 KTOS shares transferred by Phillip D. Carrai?

The Form 4 explains that the 41,113 shares were a bona fide gift/charitable donation to a charitable entity, were not market transactions, and that no value was received for the gifted shares.

How many KTOS shares held by Phillip D. Carrai come from company benefit plans?

The filing notes that Carrai’s direct holdings include 1,232 KTOS shares purchased through the Employee Stock Purchase Plan and approximately 4,217 KTOS shares held through the company 401(k) plan.