UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) March 219, 2026

~~Date~~Kratos ofDefense ~~Report~~& ~~(Date~~Security ofSolutions, ~~earliest~~Inc. ~~event reported)~~

KRATOS DEFENSE & SECURITY SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34460

13-3818604

(State or other jurisdiction ofincorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification Number)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1 Chisholm Trail ~~Round Rock~~, TXSuite ~~92131~~300 ~~(Address of Principal Executive Offices) (Zip Code)~~

Round Rock, TX 78681

(Address of Principal Executive Offices) (Zip Code)

(512) 238-9840

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbols(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	KTOS	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined in~~ Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 25.0102 ~~Completion~~Departure of ~~Acquisition~~Directors or ~~Disposition~~Certain Officers; Election of ~~Assets~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~Kratos Defense & Security Solutions, Inc.~~ (~~the “Company”~~d), Kratos Holdings U K Limited, a private limited company incorporated under the laws of England and Wales and an indirect wholly owned subsidiary of the Company (“Buyer”), Kratos Acquisition Ltd., a company organized under the laws of the State of Israel and a direct wholly owned subsidiary of Buyer (“Merger Sub”), and Orbit Technologies Ltd., a company organized under the laws of the State of Israel (“Orbit”), entered into an Agreement and Plan of Merger, dated as of November 4, 2025 (the “Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Orbit (the “Merger”), with Orbit continuing as the surviving corporation in the Merger as an indirect wholly owned subsidiary of the Company and a direct subsidiary of Buyer. The Merger Agreement and the Merger are described in Item 1.01 of the Current Report on Form 8-K that the Company filed with the SEC on November 7, 2025, which description is incorporated herein by reference. A copy of the Merger Agreement is filed as Exhibit 2.1 hereto and incorporated by reference herein.

~~The~~On ~~Merger was completed on~~ March 219, 2026, atupon ~~which~~the ~~time~~recommendation ~~Orbit became an indirect wholly owned subsidiary~~ of ~~the~~its ~~Company~~Nominating and aCorporate ~~direct~~Governance ~~subsidiary of Buyer. Prior to completion of the Merger~~Committee, ~~Orbit’s ordinary shares were publicly traded on~~ the ~~Tel~~Board ~~Aviv Stock Exchange. The purchase price paid for 100 percent~~ of Directors (the ~~ordinary~~“Board”) ~~shares~~ of ~~Orbit~~Kratos ~~was~~Defense ~~approximately~~& ~~$352.7~~Security ~~million in cash~~Solutions, ~~which was funded via cash on the Company’s balance sheet~~Inc. ~~The~~ ~~purchase price was determined based on $13.725 for each Orbit ordinary share~~ (the “~~Merger Consideration~~Company”), asappointed ~~set~~David ~~forth~~King ~~in the Merger Agreement. Pursuant~~ to the ~~Merger~~Board ~~Agreement,~~ effective as of ~~the~~March ~~effective~~23, ~~time~~2026. ofIn ~~the~~connection ~~Merger,~~with ~~each~~his ~~outstanding~~appointment ~~option~~ to ~~purchase~~the ~~Orbit ordinary shares (each~~Board, athe ~~“Company~~Board ~~Option”),~~also ~~whether~~appointed orMr. ~~not~~King ~~vested,~~to ~~became~~serve ~~fully~~as ~~vested~~a ~~and~~member ~~was~~of ~~thereafter~~the ~~canceled~~Board’s ~~without~~Audit ~~any~~Committee, ~~action~~effective onas ~~the~~of ~~part~~March of23, ~~any~~2026. Mr. ~~holder~~Hoglund ~~thereof~~agreed ~~for~~to ~~the~~step ~~right~~down offrom the ~~holder~~Board’s ofAudit ~~such~~Committee, ~~Company~~effective ~~Option~~as toof ~~receive~~March a23, ~~lump~~2026. The ~~sum~~Board’s ~~cash~~Audit ~~payment~~Committee ~~equal~~currently toconsists ~~the product~~ of ~~(i)~~Mr. ~~the~~Scott ~~excess~~Anderson of (AChairperson), ~~the~~Colonel ~~Merger~~Bradley ~~Consideration~~Boyd ~~over~~ (BRetired), ~~the~~Mr. ~~exercise~~Scot ~~price~~Jarvis ~~per~~and ~~Orbit~~Mr. ~~ordinary~~King. Mr. ~~share~~Hoglund ~~with~~remains ~~respect~~Chairman toof ~~such~~the ~~Company~~Board ~~Option~~and ~~multiplied~~a bymember ~~(ii)~~of the ~~total~~Board’s ~~number~~Compensation ofCommittee ~~Orbit~~and ~~ordinary~~Nominating ~~shares~~and ~~underlying~~Corporate ~~such~~Governance ~~Company Option~~Committee.

~~Forward~~Mr. King, 64, has served as a senior executive and board member in the aerospace, defense, national security and government sectors for more than four decades. Mr. King previously served as an executive officer and a member of the board of directors of Dynetics, Inc. (“Dynetics”) beginning in 2009, where he also served as Chief Executive Officer from 2015 to 2020. While at Dynetics, Mr. King led the company’s transformation into a leading mid-~~Looking~~tier ~~Statements~~defense technology, hardware, product and systems company, overseeing Dynetics’ growth from approximately $180 million to over $650 million in revenue, culminating in its $1.65 billion sale to Leidos Holdings, Inc. in 2020. Following Leidos’ acquisition of Dynetics, Mr. King served as Group President of Leidos Dynetics from January 2020 until his retirement in April 2022, where he was responsible for a $1.4 billion revenue business with more than 4,000 employees. Earlier in his career from 2003 to 2009, Mr. King served as Director of NASA’s Marshall Space Flight Center, where he led an organization with a $2.8 billion annual budget. Mr. King currently serves on private company boards and advises private equity firms and aerospace and defense organizations. He has served as Chairman of Applied Aerospace & Defense since December of 2022, Director and Compensation Committee Chairman of Thompson Gray, Director and Nominating Committee Chairman for Dynetics, and Chairman of multiple non-profit organizations. Mr. King holds a bachelor’s degree in Mechanical Engineering from the University of South Carolina, and a master’s degree in Business Administration from the Florida Institute of Technology.

~~Certain~~The ~~statements~~Board inhas ~~this~~determined ~~Current~~that ~~Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995~~Mr. ~~Such~~King ~~statements~~meets ~~relate to a variety of matters, including, without limitation,~~ the ~~Company’s~~independence ~~intended~~standards ~~use~~for ofservice ~~the expected net proceeds from the Offering and other statements that are not purely statements of historical fact. These forward-looking statements are made~~ on the ~~basis~~Board ~~of the current beliefs, expectations~~ and ~~assumptions of~~ the ~~management~~Audit ofCommittee ~~the~~adopted ~~Company~~by ~~and are subject to significant risks and uncertainty. Investors are cautioned not to place undue reliance on any such forward-looking statements. All such forward-looking statements speak only as of~~ the ~~date~~Board ~~they~~in ~~are~~compliance ~~made,~~with ~~and~~ the ~~Company~~NASDAQ ~~undertakes~~corporate nogovernance ~~obligation~~listing tostandards ~~update~~and orItems ~~revise these statements, whether as~~ 407(a) ~~result~~and (d) of ~~new~~Regulation ~~information, future events or otherwise~~S-K.

Mr. King has no arrangements or understandings with any other person pursuant to which he was selected as a director, and no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Mr. King has had no direct or indirect material interest in any transaction or series of similar transactions contemplated by Item 404(a) of Regulation S-K.

Mr. King will receive the standard compensation, paid by the Company to all of its non-employee directors and as described under “Director Compensation” in the Company’s proxy statement on Schedule 14A for its Annual Meeting of Stockholders filed with the Securities and Exchange Commission (“SEC”) on April 4, 2025. In connection with his appointment, Mr. King will enter into a standard indemnification agreement with the Company in the form previously approved by the Board, which is filed as Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2026.

A copy of the press release announcing the appointment of Mr. King to the Board is filed as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.


(d)			Exhibits.

2.1 *						Agreement and Plan of Merger, dated as of November 4, 2025, by and among the Company, Kratos Holdings U K Limited, Kratos Acquisition Ltd and Orbit Technologies Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on November 7, 2025)
ExhibitNo.						Description
104						Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL).
99.1						Press release, dated March 25, 2026

*Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Kratos Defense & Security Solutions, Inc. By: /s/ Marie Mendoza Marie Mendoza Senior Vice President, General Counsel & Secretary

ByDate: ~~_/s/~~March ~~Deanna~~25, ~~H. Lund~~ 2026

Deanna H. Lund

Executive Vice President, Chief Financial Officer

Date: March 6, 2026

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