Carter David M 4

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.