KRATOS DEFENSE SECURITY SOLUTIONS INC
For the period ended Dec 31, 2023. Filed Feb 13, 2024.
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FY2023 · Filed Feb 13, 2024
KTOS$36.72-2.6%Stored close · as of Nov 10, 2026
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Item 15. Exhibit and Financial Statement Schedules
(a)(1) Financial Statements
The Consolidated Financial Statements of Kratos Defense & Security Solutions, Inc. and Report of Deloitte & Touche LLP, Independent Registered Public Accounting Firm, are included in a separate section of this Annual Report beginning on page F-1.
(a)(2) Financial Statement Schedules
All schedules have been omitted because they are not applicable or are not required or the information required to be set forth therein is included in the Consolidated Financial Statements or the notes thereto.
(b) Exhibits
See Item 15(a)(3) above.
(a) (3) Exhibits
| Incorporated byReference | ||||
|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · Filing Date (File No.) · Exhibit · Filed-FurnishedHerewith | ||||
| 2.1 | Stock Purchase Agreement, dated February 28, 2018 among Kratos Defense & Security Solutions, Inc., Kratos Public Safety Security Solutions, Inc. and Securitas Electronic Security, Inc. | 10-Q | 05/10/2018(001-34460) | 2.2 |
| 2.2*** | Purchase Agreement, dated February 27, 2019, by and among Kratos Defense & Security Solutions, Inc., Shirley Brostmeyer, (“SB”), Joseph Brostmeyer (“JB”), certain trusts established by SB, JB and members of their immediate family, and JB, as the Sellers Representative. | 10-Q | 05/08/2019(001-34460) | 2.3 |
| 3.1 | Amended and Restated Certificate of Incorporation of Kratos Defense & Security Solutions, Inc., as amended. | 10-K | 02/27/2017(001-34460) | 3.1 |
| 3.2 | Second Amended and Restated Bylaws of Kratos Defense & Security Solutions, Inc., as amended. | 10-K | 02/27/2017(001-34460) | 3.2 |
| 4.1 | Specimen Stock Certificate. | 10-K | 02/27/2017(001-34460) | 4.1 |
| 4.2 | Description of Equity Securities Registered under Section 12 of the Exchange Act. | 10-K | 02/24/2020(001-34460) | 4.4 |
| 10.1# | Form of Indemnification Agreement by and between Kratos Defense & Security Solutions, Inc. and its directors and executive officers. | 10-Q | 08/04/2011(001-34460) | 10.8 |
| 10.2# | Amended and Restated 1999 Employee Stock Purchase Plan. | S-8 | 07/31/2017(001-34460) | 99.1 |
| 10.3# | 2005 Equity Incentive Plan. | S-8 | 08/01/2005(333-127060) | 99.2 |
| 10.4# | Form of Stock Option Agreement pursuant to the 2005 Equity Incentive Plan. | S-8 | 08/01/2005(333-127060) | 99.1 |
| 10.5# | Form of Restricted Stock Unit Agreement and Form of Notice of Grant of Restricted Stock Units under the 2005 Equity Incentive Plan. | 8-K | 01/17/2007(000-27231) | 99.3 |
| 10.6# | 2011 Equity Incentive Plan. | DEF 14A | 04/15/2011(001-34460) | n/a |
| 10.7# | Form of Notice of Grant of Restricted Stock Units and Restricted Stock Unit Award Agreement pursuant to the 2011 Equity Incentive Plan. | 8-K | 11/18/2011(001-34460) | 10.2 |
| 10.8# | 2014 Equity Incentive Plan. | 8-K | 06/05/2020(001-34460) | 10.1 |
| 10.9# | Form of Restricted Stock Unit Grant & Notice and Form of Restricted Stock Unit Award Agreement pursuant to the 2014 Equity Incentive Plan. | 10-K | 02/24/2020(01-34460) | 10.15 |
| 10.10# | Second Amended and Restated Executive Employment Agreement, dated as of August 4, 2011, by and between Kratos Defense & Security Solutions, Inc. and Eric DeMarco. | 10-Q | 08/04/2011(001-34460) | 10.3 |
| 10.11# | Second Amended and Restated Severance and Change of Control Agreement, dated as of August 4, 2011, by and between Kratos Defense & Security Solutions, Inc. and Deanna Lund. | 10-Q | 08/04/2011(001-34460) | 10.4 | |
| 10.12 | Amended and Restated Credit and Security Agreement, dated as of November 20, 2017, among Kratos Defense & Security Solutions, Inc., as Borrower, the lenders named therein, SunTrust Bank, as Agent, and SunTrust Robinson Humphrey, Inc., as Lead Arranger and Sole Book Runner. | 8-K | 11/21/2017(001-34460) | 10.1 | |
| 10.13 | First Amendment to Amended and Restated Credit and Security Agreement, dated June 11, 2018, among Kratos Defense & Security Solutions, Inc., as Borrower, each of the Credit Parties and Required Lenders party thereto and SunTrust Bank as Agent. | 8-K | 06/13/2018(001-34460) | 10.1 | |
| 10.14 | Office Lease, dated as of May 1, 2017, by and between Kratos Defense & Security Solutions, Inc. and TPP 212 Scripps, LLC. | 10-Q | 05/04/2017(001-34460) | 10.2 | |
| 10.15 | Exchange Agreement, dated February 27, 2019, by and among Kratos Defense & Security Solutions, Inc., FTT CORE, LLC, Florida Turbine Technologies, Inc., Shirley Brostmeyer (“SB”), Joseph Brostmeyer (“JB”), and certain trusts established by SB, JB and members of their immediate family and JB, as the Sellers Representative. | 10-Q | 05/08/2019(001-34460) | 10.2 | |
| 10.16 | Amended and Restated Lease Agreement, dated as of December 20, 2019, by and between STORE Capital Acquisitions, LLC and Kratos RT Logic, Inc. | 10-K | 02/22/2022(001-34460) | 10.18 | |
| 10.17 | First Amendment to Exchange Agreement, dated as of February 18, 2022, by and among Kratos Defense & Security Solutions, Inc., FTT CORE, LLC, Florida Turbine Technologies, Inc., Shirley Brostmeyer (“SB”), Joseph Brostmeyer (“JB”), and certain trusts established by SB, JB and members of their immediate family and JB, as the Sellers Representative. | 10-K | 02/22/2022(001-34460) | 10.19 | |
| 10.18 | Credit Agreement, dated as of February 18, 2022, among Kratos Defense and Security Solutions, Inc., as Borrower, the lenders from time to time party hereto, and Truist Bank, as Administrative Agent. | 8-K | 02/22/2022(001-34460) | 10.1 | |
| 10.19 | Equity Purchase Agreement, date as of June 13, 2022, by and among Kratos Defense & Security Solutions, Inc., Joseph Brostmeyer (“JB”), Shirley Brostmeyer (“SB”), and certain trusts established by JB, SB and members of their immediate family, as Sellers. | 10-Q | 08/04/2022(001-34460) | 10.1 | |
| 10.20 | Kratos Defense & Security Solutions, Inc. 2023 Equity Incentive Plan | S-8 | 05/24/2023(333-272172) | 99.1 | |
| 10.21 | Kratos Defense & Security Solutions, Inc. 2023 Employee Stock Purchase Plan | S-8 | 05/24/2023(333-272172) | 99.2 | |
| 10.22 | Employment Agreement, effective January 1, 2023 by and between Kratos Defense and Security Systems, Inc. and Phil Carrai. | * | |||
| 10.23 | Employment Agreement, effective January 1, 2024 by and between Kratos Defense and Security Systems, Inc. and Steve Fendley. | * | |||
| 21.1 | List of Subsidiaries. | * |
| 23.1 | Consent of Independent Registered Public Accounting Firm. | * |
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. | * |
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. | * |
| 32.1 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Eric M. DeMarco. | ** |
| 32.2 | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for Deanna Lund. | ** |
| 97 | Kratos Defense & Security Solutions, Inc. Compensation Recovery Policy | * |
| 101.INS | Inline XBRL Instance Document the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | * |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | * |
- Filed herewith.
** This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
*** Certain confidential information contained in this Exhibit has been omitted because it is both (i) not material and (ii)
would be competitively harmful if publicly disclosed.
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