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KRATOS DEFENSE & SECURITY SOLUTIONS, INC.

For the period ended Apr 2, 2026. Filed Apr 2, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 2, 2026 · Filed Apr 2, 2026

KTOS$35.10+5.1%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

The Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ý
Filed by a Party other than the Registrant o
Check the appropriate box:
oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
ýDefinitive Proxy Statement
oDefinitive Additional Materials
oSoliciting Material under §240.14a-12
Kratos Defense & Security Solutions, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
ýNo fee required.
oFee paid previously with preliminary materials.
oFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 2, 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Kratos Defense & Security Solutions, Inc. (“Kratos”), which will be held virtually atwww.virtualshareholdermeeting.com/KTOS2026, on Tuesday, May 12, 2026, at 9:00 a.m. PDT. We hope you will be able to attend the virtual annual meeting.

At our annual meeting, our stockholders will be asked to elect the nine directors named herein to our Board of Directors; to ratify the Board of Directors’ selection of Deloitte & Touche LLP as our independent registered public accounting firm; to approve an amendment to our certificate of incorporation (as amended and restated prior to the date hereof, the “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 195,000,000 to 245,000,000; to approve an amendment to the Certificate of Incorporation to provide for officer exculpation; to approve an amendment and restatement of our 2023 Equity Incentive Plan to increase the number of shares of common stock issuable under such plan by 6,900,000 shares; to cast an advisory (non-binding) vote to approve the compensation of our named executive officers; and to transact such other business as may properly come before the annual meeting or any adjournment or postponement thereof. Following the formal annual meeting, we will also present a report on our operations and activities and management will be pleased to answer your questions about us and our business.

Whether or not you plan to attend the virtual annual meeting, and regardless of the number of shares of Kratos common stock you own, it is important that your shares be represented at the annual meeting. This year, we are pleased to take advantage of rules enacted by the Securities and Exchange Commission that allow companies to furnish their proxy materials over the Internet. As a result, we are mailing to most of our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our proxy materials, which include the Notice of Annual Meeting of Stockholders, our proxy statement, our 2025 Annual Report and a proxy card or voting instruction form. The Notice contains instructions on how to access those documents on the Internet and how to cast your vote via the Internet or by telephone. The Notice also contains instructions on how to request a paper copy of our proxy materials. All stockholders who do not receive the Notice will receive a paper copy of the proxy materials by mail. If you have received a paper copy of our proxy materials, you can cast your vote by completing the enclosed proxy card and returning it in the postage-prepaid envelope provided or by utilizing the telephone or Internet voting systems.

Sincerely,

Eric DeMarco President and Chief Executive Officer

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.