MILLS THOMAS E IV 4

What Happened

• Thomas E. Mills IV, President of Kratos' C5ISR Division, had three Performance Restricted Stock Unit (PRSU) awards settle on March 4, 2026, resulting in 15,000 shares issued (3 × 5,000). Each award was reported as acquired at $0.00 (code A).
• To satisfy tax withholding (code F), 2,121 shares were withheld for each award (total withheld = 6,363 shares) at an indicated price of $89.13 per share. That equals roughly $189,045 withheld per award and about $567,134 withheld in total. Net shares delivered to Mills: 15,000 − 6,363 = 8,637 shares.
• These entries are award settlements and tax-withholding actions — not open-market sales or purchases.

Key Details

• Transaction dates: March 4, 2026; Form 4 filed March 6, 2026 (timely filing).
• Codes: A = award/settlement of PRSUs (grants from Jan 3, 2022; Jan 4, 2024; Jan 3, 2025 per footnotes F1–F3). F = shares withheld to satisfy tax liability (footnote F4).
• Withheld: 2,121 shares × 3 events; $89.13 per share; ~ $189,045 withheld per event; ~ $567,134 total.
• Net shares received by insider: 8,637 shares.
• Shares owned after transaction: filing does not list a single total here, but notes holdings include 374 shares from the Employee Stock Purchase Plan and ~3,719 shares held through the issuer’s 401(k) (footnote F5).
• Nature of withholding: net share withholding to cover taxes (routine, not a sale of remaining shares).

Context

• This was a vesting/settlement of performance RSUs with withholding to satisfy tax obligations — effectively a cashless tax-withholding mechanism rather than an open-market sale or purchase.
• Such tax-withholding entries are common and generally reflect compensation vesting rather than a management signal to buy or sell stock.