DEMARCO ERIC M 4
4 · KRATOS DEFENSE & SECURITY SOLUTIONS, INC. · Filed Mar 6, 2026
Research Summary
AI-generated summary of this filing
Kratos (KTOS) CEO Eric DeMarco Receives RSU Awards; Shares Withheld
What Happened
- Eric M. DeMarco, President & CEO and Director of Kratos Defense & Security Solutions (KTOS), had multiple Performance RSU awards settle on March 4, 2026. He was issued a total of 412,500 shares (three grants of 50,000 and one grant of 262,500) at $0.00 per share as part of RSU settlements.
- To satisfy tax withholding obligations tied to those vested RSUs, 162,317 shares were withheld/treated as disposed at a reported price of $89.13 per share, generating aggregate cash proceeds of approximately $14,467,315.
Key Details
- Transaction date: March 4, 2026; Form 4 filed March 6, 2026 (timely filing).
- Award codes: A = Award/Grant (RSU settlements); F = Payment of tax liability via share withholding (net share settlement).
- Withheld/sold shares and amounts: 59,025 shares (three net withholdings of 19,675) and 103,292 shares (one withholding) for total 162,317 shares at $89.13, total ≈ $14.47M.
- Shares issued: 412,500 shares were issued from Performance Restricted Stock Unit awards (grant dates per footnotes: 1/3/2022; 1/4/2024; 1/3/2025; and a long‑deferred 1/4/2018 award released after a 5‑year deferral).
- Ownership disclosure and RSU status: Filing references 1,061,632 and 62,284 shares reported in Column 5; additionally 745,000 deferred RSUs have vested but remain subject to a previously agreed 5‑year deferral (mostly to be released by Jan 2029). Another 450,000 RSUs remain unvested, and 300,000 RSUs granted Jan 3, 2026 have staggered/ performance-based vesting.
- Shares issued to trust: Per footnote, shares from released RSUs were issued to the reporting person’s trust.
- Not a 10b5‑1 open‑market sale — withholding was to cover taxes (routine), not an opportunistic market sale.
Context
- These transactions are settlements of performance RSUs and a net share withholding to cover tax obligations (code F), effectively a "cashless" tax payment rather than an open‑market sale driven by trading strategy.
- For retail investors: award receipts increase insider exposure only if shares are not withheld; the withheld shares simply meet tax obligations and do not necessarily indicate a stock‑sale sentiment. The filing also shows substantial deferred and unvested RSUs that could convert to shares in future periods per the vesting schedules.
Insider Transaction Report
Form 4
DEMARCO ERIC M
DirectorPresident & CEO
Transactions
- Award
Common Stock
[F1][F6]2026-03-04+50,000→ 861,449 total(indirect: By Trust) - Tax Payment
Common Stock
[F5][F6]2026-03-04$89.13/sh−19,675$1,753,633→ 841,774 total(indirect: By Trust) - Award
Common Stock
[F2][F6]2026-03-04+50,000→ 891,774 total(indirect: By Trust) - Tax Payment
Common Stock
[F5][F6]2026-03-04$89.13/sh−19,675$1,753,633→ 872,099 total(indirect: By Trust) - Award
Common Stock
[F3][F6]2026-03-04+50,000→ 922,099 total(indirect: By Trust) - Tax Payment
Common Stock
[F5][F6]2026-03-04$89.13/sh−19,675$1,753,633→ 902,424 total(indirect: By Trust) - Award
Common Stock
[F4][F6]2026-03-04+262,500→ 1,164,924 total(indirect: By Trust) - Tax Payment
Common Stock
[F5][F6][F7]2026-03-04$89.13/sh−103,292$9,206,416→ 1,061,632 total(indirect: By Trust)
Holdings
- 62,284
Common Stock
[F7][F8]
Footnotes (8)
- [F1]Shares acquired pursuant to the settlement of a Performance Restricted Stock Unit Award granted on January 3, 2022.
- [F2]Shares acquired pursuant to the settlement of a Performance Restricted Stock Unit Award granted on January 4, 2024.
- [F3]Shares acquired pursuant to the settlement of a Performance Restricted Stock Unit Award granted on January 3, 2025.
- [F4]Shares acquired pursuant to the settlement of a Performance Restricted Stock Unit Award granted on January 4, 2018, which were released after a 5-year deferral period after the March 4, 2021 vest date.
- [F5]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.
- [F6]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.
- [F7]In addition to the 1,061,632 shares and 62,284 shares reported in Column 5, as of March 4, 2026, 745,000 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 450,000 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 the other 150,000 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.
- [F8]Includes 43,674 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 18,610 shares held through Issuer's 401(k) Plan.
Signature
Eric M. DeMarco, by Eva Yee, Attorney-In-Fact|2026-03-06