Kratos (KTOS) US Division President Steven Fendley sells shares in 10b5-1 trades

Rhea-AI Filing Summary

Kratos Defense & Security Solutions executive share sale: Steven S. Fendley, President, US Division, reported two open-market sales of company common stock on January 26, 2026.

He sold 2,968 shares at a weighted average price of $107.2752 and 4,032 shares at a weighted average price of $108.4899, all held directly. These transactions were executed under a pre-arranged Rule 10b5-1 trading plan adopted on May 12, 2025.

Following the reported sales, Fendley beneficially owned 341,631 shares of Kratos common stock, including approximately 2,285 shares held through the company’s 401(k) plan.

Insider Trade Summary

Net Seller: 7,000 shares ($755,824)

Net Sell 2 txns

Insider Fendley Steven S.

Role President, US Division

Sold 7,000 shs ($756K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,968	$107.2752	$318K
Sale	Common Stock	4,032	$108.4899	$437K

Holdings After Transaction: Common Stock — 345,663 shares (Direct)

Footnotes (1)

1. This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on May 12, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.85 to $107.69 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 $108.22 to $108.62 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 approximately 2,285 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^*

Fendley Steven S.

(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, US Division

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2026

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	01/26/2026		S		2,968(1)	D	$107.2752(2)	345,663(4)	D
Common Stock	01/26/2026		S		4,032(1)	D	$108.4899(3)	341,631(4)	D

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 effected pursuant to a 10b5-1 trading plan adopted by the reporting person on May 12, 2025.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $106.85 to $107.69 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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $108.22 to $108.62 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. Includes approximately 2,285 shares held through Issuer's 401(k) Plan.

	Steven S. Fendley, by Eva Yee, Attorney-In-Fact	01/28/2026
	** 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 transaction did KTOS executive Steven Fendley report?

Steven S. Fendley reported selling Kratos common stock in two transactions on January 26, 2026. He sold 2,968 shares at $107.2752 and 4,032 shares at $108.4899 per share in open-market sales, all as directly held shares.

How many KTOS shares does Steven Fendley hold after the reported sales?

After the transactions, Steven Fendley beneficially owned 341,631 shares of Kratos common stock. This total includes approximately 2,285 shares held through the issuer’s 401(k) plan, reflecting his remaining direct and plan-related equity stake.

Were Steven Fendley’s KTOS share sales made under a 10b5-1 trading plan?

Yes, the filing states the January 26, 2026 sales were executed under a Rule 10b5-1 trading plan. That plan was adopted by Steven Fendley on May 12, 2025, indicating the trades were pre-scheduled rather than newly decided transactions.

What prices did Steven Fendley receive for his KTOS stock sales?

The filing reports weighted average prices for the two transactions. Fendley sold 2,968 shares at $107.2752, with individual trades between $106.85 and $107.69, and 4,032 shares at $108.4899, with individual trades between $108.22 and $108.62.

What role does Steven Fendley hold at Kratos Defense & Security Solutions (KTOS)?

Steven S. Fendley is identified as an officer of Kratos Defense & Security Solutions. His specific title in the filing is “President, US Division,” indicating a senior leadership position within the company’s U.S. operations.

How are KTOS shares held through the 401(k) plan reported in this Form 4?

The filing notes that Steven Fendley’s beneficial ownership figure includes approximately 2,285 shares held through the issuer’s 401(k) plan. These plan-held shares are counted within his total of 341,631 beneficially owned common shares.