Demarco Eric M Form 4 KRATOS DEFENSE & SECURITY SOLUTIONS / ERIC M DEMARCO ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DEMARCO ERIC M

(Last) (First) (Middle)

10680 TREENA STREET, SUITE 600

(Street)

SAN DIEGO CA 92131

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
KRATOS DEFENSE & SECURITY SOLUTIONS, INC. [ KTOS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/01/2025		M		115,000(2)	A	$0	1,185,244(6)	I	by trust
Common Stock	01/01/2025		F		45,531(5)	D	$26.52	1,139,713(6)	I	by trust
Common Stock	01/02/2025		M		25,000(3)	A	$0	1,164,713(6)	I	by trust
Common Stock	01/02/2025		F		9,837(5)	D	$26.38	1,154,876(6)	I	by trust
Common Stock	01/02/2025		M		50,000(4)	A	$19,674	1,204,876(6)	I	by trust
Common Stock	01/02/2025		F		19,674(5)	D	$26.38	1,185,202(6)	I	by trust
Common Stock								61,904(7)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	01/01/2025		M			115,000	(2)	(2)	Common Stock	115,000	$0	0	D
Restricted Stock Units	(1)	01/02/2025		M			25,000	(3)	(3)	Common Stock	25,000	$0	0	D
Restricted Stock Units	(1)	01/02/2025		M			50,000	(4)	(4)	Common Stock	50,000	$0	0	D

Explanation of Responses:

1. Each restricted stock unit (RSU) represents a contingent right to receive one share of Issuer's common stock.

2. RSUs were granted and previously reported on a Form 4 filed January 5, 2015, where 115,000 RSUs vest 100% on the 10th anniversary of the January 1, 2015 date of grant.

3. RSUs were granted and previously reported on a Form 4 filed January 6, 2020, where 25,000 RSUs vest 100% on January 2, 2025.

4. RSUs were granted on January 2, 2010 and vested on the 15th anniversary of the date of grant.

5. Shares withheld in a net transaction to satisfy the tax liability, in accordance with Issuer's trading policies, in connection with shares vested as reported in this Form 4.

6. RSUs were granted to Reporting Person, and per Reporting Person's instructions, the common stock from such released RSUs were issued to Reporting Person's trust.

7. Includes 42,910 shares purchased through Issuer's Employee Stock Purchase Plan and approximately 18,994 shares held through Issuer's 401(k).

	Eric M. DeMarco, by Eva Yee, Attorney-In-Fact	01/03/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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