Carter David M 4
4 · KRATOS DEFENSE & SECURITY SOLUTIONS, INC. · Filed Mar 6, 2026
Research Summary
AI-generated summary of this filing
Kratos (KTOS) President David M. Carter Sells Shares After RSU Vesting
What Happened
- David M. Carter, President of Kratos’ DRSS Division, had multiple Performance RSU awards vest on March 4, 2026 (three awards of 5,000 shares each, total 15,000 shares). To cover tax withholding related to the vesting, 2,292 shares were withheld on each vesting event (6,876 shares total) at $89.13 per share (reported value ~$204,286 each withholding, ~$612,858 total).
- The next day (March 5, 2026) Carter sold shares in open-market transactions totaling 4,000 shares for approximately $341,422 (individual lots: 600 @ $83.25; 1,200 @ $84.57; 1,300 @ $85.53; 100 @ $86.09; 700 @ $87.59; 100 @ $88.74). The A-code entries are award/settlement and the F-code entries are shares withheld to satisfy tax liability; the S-code entries are open-market sales.
Key Details
- Transaction dates: RSU settlements and tax withholding on 2026-03-04; open-market sales on 2026-03-05; Form filed 2026-03-06 (appears timely).
- Prices and totals: Tax-withheld shares reported at $89.13 (3 × 2,292 shares = ~$204,286 each; ~$612,858 total); open-market sales totaling ~4,000 shares for ~$341,422 (see breakdown above).
- Shares owned after transaction: Not specified in the provided excerpt. Footnote F10 notes holdings include 12,200 shares via ESPP, 4,165 in a retirement account, and ~31 in a 401(k).
- Notable footnotes: F1–F3 indicate the awarded shares came from Performance RSU grants (granted in 2022, 2024, 2025). F4 confirms shares were withheld to satisfy tax liability. F5 indicates at least one sale was executed under a pre-established 10b5-1 trading plan. Footnotes F6–F9 note the reported sale prices are weighted averages across price ranges.
- Filing timeliness: Form 4 filed on March 6 for transactions on March 4–5; this appears to meet the usual 2-business-day Form 4 filing requirement.
Context
- These transactions are largely routine: vested restricted stock units were settled, shares were withheld to pay taxes (net settlement), and a portion of shares was sold in the open market—some sales were effected under a 10b5-1 plan. RSU settlement plus tax withholding is not the same as exercising options; here no option-exercise cashless transaction is reported.
- For retail investors: award settlements and tax-withholding are common administrative actions and don’t necessarily signal the insider’s view of the company; sales conducted under a 10b5-1 plan are pre-planned and also less indicative of new opinions.
Insider Transaction Report
Form 4
Carter David M
President, DRSS Division
Transactions
- Award
Common Stock
[F1][F10]2026-03-04+5,000→ 82,840 total - Tax Payment
Common Stock
[F4][F10]2026-03-04$89.13/sh−2,292$204,286→ 80,548 total - Award
Common Stock
[F2][F10]2026-03-04+5,000→ 85,548 total - Tax Payment
Common Stock
[F4][F10]2026-03-04$89.13/sh−2,292$204,286→ 83,256 total - Award
Common Stock
[F3][F10]2026-03-04+5,000→ 88,256 total - Tax Payment
Common Stock
[F4][F10]2026-03-04$89.13/sh−2,292$204,286→ 85,964 total - Sale
Common Stock
[F5][F6][F10]2026-03-05$83.25/sh−600$49,949→ 85,364 total - Sale
Common Stock
[F5][F7][F10]2026-03-05$84.57/sh−1,200$101,485→ 84,164 total - Sale
Common Stock
[F5][F8][F10]2026-03-05$85.53/sh−1,300$111,195→ 82,864 total - Sale
Common Stock
[F5][F10]2026-03-05$86.09/sh−100$8,609→ 82,764 total - Sale
Common Stock
[F5][F9][F10]2026-03-05$87.59/sh−700$61,310→ 82,064 total - Sale
Common Stock
[F5][F10]2026-03-05$88.74/sh−100$8,874→ 81,964 total
Footnotes (10)
- [F1]Shares acquired pursuant to the settlement of a Performance Restricted Stock Unit Award granted on January 3, 2022.
- [F10]Includes 12,200 shares purchased through Issuer's Employee Stock Purchase Plan; 4,165 shares held through reporting person's retirement account; and approximately 31 shares held through Issuer's 401(k) Plan.
- [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 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.
- [F5]This transaction was effected pursuant to a 10b5-1 trading plan adopted by the reporting person on June 13, 2025.
- [F6]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.73 to $83.55 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.
- [F7]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $84.01 to $84.97 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.
- [F8]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $85.08 to $86.03 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.
- [F9]The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $87.09 to $88.05 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.
Signature
David M. Carter, by Eva Yee, Attorney-In-Fact|2026-03-06