4//SEC Filing
DEMARCO ERIC M 4
Accession 0001082440-26-000001
CIK 0001069258other
Filed
Jan 5, 7:00 PM ET
Accepted
Jan 6, 9:43 PM ET
Size
42.9 KB
Accession
0001082440-26-000001
Insider Transaction Report
Form 4
DEMARCO ERIC M
DirectorPresident & CEO
Transactions
- Exercise/Conversion
Common Stock
2026-01-03+30,000→ 826,237 total(indirect: By Trust) - Tax Payment
Common Stock
2026-01-03$79.29/sh−11,900$943,551→ 814,337 total(indirect: By Trust) - Exercise/Conversion
Common Stock
2026-01-03+30,000→ 844,337 total(indirect: By Trust) - Tax Payment
Common Stock
2026-01-03$79.29/sh−11,805$936,018→ 832,532 total(indirect: By Trust) - Exercise/Conversion
Common Stock
2026-01-03+30,000→ 862,532 total(indirect: By Trust) - Tax Payment
Common Stock
2026-01-03$79.29/sh−11,805$936,018→ 850,727 total(indirect: By Trust) - Exercise/Conversion
Common Stock
2026-01-04+30,000→ 880,727 total(indirect: By Trust) - Tax Payment
Common Stock
2026-01-04$79.29/sh−11,805$936,018→ 868,922 total(indirect: By Trust) - Exercise/Conversion
Common Stock
2026-01-04+30,000→ 898,922 total(indirect: By Trust) - Tax Payment
Common Stock
2026-01-04$79.29/sh−11,805$936,018→ 887,117 total(indirect: By Trust) - Sale
Common Stock
2026-01-05$90.00/sh−8,301$747,102→ 878,816 total(indirect: By Trust) - Sale
Common Stock
2026-01-06$90.27/sh−189,824$17,136,039→ 688,992 total(indirect: By Trust) - Sale
Common Stock
2026-01-06$91.02/sh−1,875$170,665→ 687,117 total(indirect: By Trust) - Award
Restricted Stock Units
2026-01-03+150,000→ 150,000 total→ Common Stock (150,000 underlying) - Exercise/Conversion
Restricted Stock Units
2026-01-03−30,000→ 30,000 total→ Common Stock (30,000 underlying) - Exercise/Conversion
Restricted Stock Units
2026-01-03−30,000→ 60,000 total→ Common Stock (30,000 underlying) - Exercise/Conversion
Restricted Stock Units
2026-01-03−30,000→ 120,000 total→ Common Stock (30,000 underlying) - Exercise/Conversion
Restricted Stock Units
2026-01-04−30,000→ 0 total→ Common Stock (30,000 underlying) - Exercise/Conversion
Restricted Stock Units
2026-01-04−30,000→ 90,000 total→ Common Stock (30,000 underlying)
Holdings
- 62,203
Common Stock
Footnotes (15)
- [F1]Each restricted stock unit (RSU) represents a contingent right to receive one share of Issuer's common stock.
- [F10]This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on August 29, 2025.
- [F11]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.02 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.
- [F12]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $90.00 to $90.99 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.
- [F13]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $91.005 to $91.035 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.
- [F14]In addition to the 687,117 shares and 62,203 shares reported in Column 5, as of January 6, 2026, 1,212,500 deferred restricted stock units (RSUs) granted to Mr. DeMarco, representing non-qualified deferred compensation, have vested but remain subject to a previously agree to 5-year deferral period before issuance and release, which substantially all subject RSUs are scheduled to be released by January 2029, and, in addition to the January 3, 2026 RSU award, which includes 150,000 RSUs reported in Table II, an additional 600,000 RSUs granted to Mr. DeMarco are currently unvested and will only vest upon achievement of applicable vesting terms described in our proxy statement on Schedule 14A filed with the SEC on April 4, 2025. Each RSU represents a contingent right to receive one share of the Company's common stock.
- [F15]Includes 43,674 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 18,529 shares held through Issuer's 401(k).
- [F2]RSUs vest ratably on each of the first five anniversaries of the date of grant, unless earlier vested or terminated pursuant to the terms of the RSU agreement.
- [F3]RSUs were granted and previously reported on a Form 4 filed January 5, 2022, where 150,000 RSUs vest ratably on each of the first five anniversaries of the January 3, 2022 date of grant.
- [F4]RSUs were granted and previously reported on a Form 4 filed January 5, 2023, where 150,000 RSUs vest ratably on each of the first five anniversaries of the January 3, 2023 date of grant.
- [F5]RSUs were granted and previously reported on a Form 4 filed January 7, 2025, where 150,000 RSUs vest ratably on each of the first five anniversaries of the January 3, 2025 date of grant.
- [F6]RSUs were granted and previously reported on a Form 4 filed January 5, 2021, where 150,000 RSUs vest ratably on each of the first five anniversaries of the January 4, 2021 date of grant.
- [F7]RSUs were granted and previously reported on a Form 4 filed January 4, 2024, where 150,000 RSUs vest ratably on each of the first five anniversaries of the January 4, 2024 date of grant.
- [F8]Shares withheld in a net transaction to satisfy the tax liability, in accordance with Issuer's trading policies, in connection with shares vested as reported in this Form 4.
- [F9]RSUs were granted to Reporting Person, and per Reporting Person's instructions, the common stock from such released RSUs were issued to Reporting Person's trust.
Documents
Issuer
KRATOS DEFENSE & SECURITY SOLUTIONS, INC.
CIK 0001069258
Entity typeother
Related Parties
1- filerCIK 0001082440
Filing Metadata
- Form type
- 4
- Filed
- Jan 5, 7:00 PM ET
- Accepted
- Jan 6, 9:43 PM ET
- Size
- 42.9 KB