4//SEC Filing
DEMARCO ERIC M 4
Accession 0001082440-26-000002
CIK 0001069258other
Filed
Jan 11, 7:00 PM ET
Accepted
Jan 12, 7:18 PM ET
Size
11.6 KB
Accession
0001082440-26-000002
Insider Transaction Report
Form 4
DEMARCO ERIC M
DirectorPresident & CEO
Transactions
- Exercise/Conversion
Common Stock
[F2][F4]2026-01-09+75,000→ 762,116 total(indirect: By Trust) - Tax Payment
Common Stock
[F3][F4][F5]2026-01-09$79.29/sh−29,512$2,340,006→ 732,604 total(indirect: By Trust) - Exercise/Conversion
Restricted Stock Units
[F1][F2]2026-01-09−75,000→ 0 total→ Common Stock (75,000 underlying)
Holdings
- 62,203
Common Stock
[F5][F6]
Footnotes (6)
- [F1]Each restricted stock unit (RSU) represents a contingent right to receive one share of Issuer's common stock.
- [F2]RSUs were granted and previously reported on a Form 4 filed January 4, 2011, which were released after a 5-year deferral period after the vest date.
- [F3]Shares withheld in a net transaction to satisfy the tax liability, in accordance with Issuer's trading policies, in connection with shares released as reported in this Form 4.
- [F4]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. Due to an administrative oversight, the reporting person's number of securities beneficially owned following the reported transaction in Item 5 of Table I in prior Form 4s was overstated by one share.
- [F5]In addition to the 732,604 shares and 62,203 shares reported in Column 5, as of Jan. 9, 2026, 1,137,500 deferred 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. 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. In addition, 300,000 RSUs were granted January 3, 2026, where 150,000 RSUs vest ratably over a five-year period, and 150,000 RSUs are performance-based RSUS that vest when certain performance criteria are met (similar to the vesting terms described in the April 4, 2025 proxy statement). Each RSU represents a contingent right to receive one share of the Company's common stock.
- [F6]Includes 43,674 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 18,529 shares held through Issuer's 401(k).
Signature
Eric M. DeMarco, by Eva Yee, Attorney-In-Fact|2026-01-12
Documents
Issuer
KRATOS DEFENSE & SECURITY SOLUTIONS, INC.
CIK 0001069258
Entity typeother
Related Parties
1- filerCIK 0001082440
Filing Metadata
- Form type
- 4
- Filed
- Jan 11, 7:00 PM ET
- Accepted
- Jan 12, 7:18 PM ET
- Size
- 11.6 KB