KRATOS DEFENSE & SECURITY SOLUTIONS, INC.
For the period ended Jun 28, 2026. Filed Aug 4, 2026.
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Jun 28, 2026 · Filed Aug 4, 2026
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Item 5. Other Information
(c) Rule 10b5-1 Trading Plans
During the fiscal quarter ended June 28, 2026, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act)adopted, modified orterminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as described in the table below:
| Name · Title · Action · Applicable Date · Expiration Date · Rule 10b5-1 Trading Arrangement? (Y/N)(1) · Aggregate Number of Securities Subject to Trading Arrangement | |||||||
|---|---|---|---|---|---|---|---|
| Eric DeMarco | Chief Executive Officer, President | Modification | 5/15/2026 | 8/15/2029 | Y | 1,500,000 | (2) |
| (3) (4) | |||||||
| Deanna Lund | Executive Vice President, Chief Financial Officer | Adopted | 6/13/2026 | 12/31/2028 | Y | 199,285 | (3) |
| Thomas Mills | President, C5ISR Systems | Adopted | 5/29/2026 | 9/01/2027 | Y | 9,011 | (3) |
| Marie Mendoza | Senior Vice President, General Counsel | Adopted | 6/12/2026 | 11/15/2028 | Y | 43,002 | (3) |
| Scot Jarvis | Director | Adopted | 6/15/2026 | 12/31/2026 | Y | 20,123 | (3) |
| Steven Fendley | President, Unmanned Systems | Adopted | 5/11/2026 | 8/31/2027 | Y | 84,000 | (3) |
(1)Denotes whether the trading arrangement is intended to satisfy the affirmative defense of Rule 10b5-1(c).
(2)On May 15, 2026, Mr. DeMarco modified a Rule 10b5-1 trading arrangement that was previously adopted on March 6, 2026 for the sale of up to 800,000 shares of our common stock over a period ending June 5, 2029.
(3)This number represents the maximum number of shares of our common stock that may be sold pursuant to the trading arrangement. The number of shares actually sold will depend on the satisfaction of certain conditions set forth in the trading arrangement.
(4)As of June 28, 2026, Mr. DeMarco beneficially owned (including indirect holdings) 1,124,690 shares of our common stock. In addition, as of June 28, 2026, 745,000 deferred restricted stock units (RSUs) granted to Mr. DeMarco, representing non-qualified deferred compensation, have vested but remain subject to a previously agreed to 5-year deferral period before issuance and release, which substantially all subject RSUs are scheduled to be released by January 2029, and an additional 750,000 RSUs granted to Mr. DeMarco are currently unvested and will only vest upon achievement of applicable vesting terms described in our proxy statement on Schedule 14A filed with the SEC on April 2, 2026. Each RSU represents a contingent right to receive one share of the Company’s common stock.
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