DEMARCO ERIC M 4

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.