KRATOS DEFENSE & SECURITY SOLUTIONS, INC. 8-K

What Happened

• Kratos Defense & Security Solutions, Inc. (Kratos) filed an 8-K reporting it completed a merger to acquire Orbit Technologies Ltd. The Merger closed on March 2, 2026, following a Merger Agreement dated November 4, 2025. Orbit is now an indirect wholly owned subsidiary of Kratos (and direct subsidiary of Kratos’ buyer entity).
• Kratos paid approximately $352.7 million in cash for 100% of Orbit’s ordinary shares, at a per‑share Merger Consideration of $13.725. The purchase was funded using cash on Kratos’ balance sheet. Prior to the closing, Orbit’s ordinary shares had traded on the Tel Aviv Stock Exchange.

Key Details

• Purchase price: ~ $352.7 million in cash for 100% of Orbit’s ordinary shares.
• Price per share: $13.725 per Orbit ordinary share, as set in the Merger Agreement.
• Closing date: Merger completed on March 2, 2026 (Merger Agreement dated November 4, 2025).
• Option treatment: Each outstanding option to purchase Orbit shares became fully vested and was canceled in exchange for a lump‑sum cash payment equal to (Merger Consideration minus exercise price) × shares underlying the option.

Why It Matters

• Ownership change: Orbit is now part of Kratos as an indirect wholly owned subsidiary, which may affect Kratos’ product mix and operations tied to Orbit’s business (the filing documents the completed acquisition).
• Cash use: Kratos used approximately $352.7M of its cash resources to fund the transaction, a material cash outflow disclosed in the filing.
• Option holders: Outstanding Orbit option holders received cash payments per the agreement, rather than equity in Kratos.
• The filing includes standard forward‑looking statement disclaimers and references the full Merger Agreement (filed as an exhibit).