Fendley Steven S. 4

What Happened
Steven S. Fendley, President, U.S. Division of Kratos Defense & Security Solutions (KTOS), had three Performance Restricted Stock Unit (PRSU) awards settle on March 4, 2026, resulting in the grant/vesting of 50,000 shares (three tranches: 16,666; 16,667; 16,667). To satisfy withholding tax obligations associated with the vesting, the issuer withheld 6,558 shares from each tranche (total withheld 19,674 shares) and reported those withheld shares as disposals at $89.13 per share (each withholding tranche valued at $584,515; total value withheld ≈ $1,753,545). The awards were recorded at $0.00 per share, as typical for RSU/PRSU settlements.

Key Details

• Transaction date: March 4, 2026; Form 4 filed March 6, 2026 (filed within the normal reporting window).
• Awards settled: 50,000 shares total (16,666; 16,667; 16,667) recorded at $0.00.
• Shares withheld for taxes: 6,558 shares x 3 = 19,674 shares; withholding price reported $89.13 per share; total value withheld ≈ $1,753,545.
• Net shares retained from vesting: 50,000 – 19,674 = 30,326 shares (added to Fendley’s holdings).
• Footnotes: Settlements relate to PRSU grants dated Jan 3, 2022 (F1), Jan 4, 2024 (F2), and Jan 3, 2025 (F3). F4 notes withholding was a net transaction to satisfy tax liability. F5 indicates the issuer-reported ownership includes ~2,309 shares held through the company 401(k) plan.
• Filing timeliness: Reported on 3/6/2026 for 3/4/2026 transactions (within the typical two-business-day reporting period).

Context
This filing reflects routine vesting of performance RSUs and tax-withholding (a cashless/net share settlement), not an open-market sale or purchase decision. Withheld shares reported as "disposals" are standard for satisfying tax liabilities and do not necessarily indicate a negative view of the stock.