Kratos Defense & Security Solutions, Inc. (“Kratos”) (NASDAQ: KTOS), a Technology, Hardware, Products, System and Software Company addressing the Defense, National Security and Commercial Markets, today announced that it intends to offer for sale $1,000,000,000 of shares of its common stock in an underwritten offering pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). The underwriters will have a 30-day option to purchase up to an additional $150,000,000 of shares of common stock from Kratos. All of the shares in the offering are to be sold by Kratos. The proposed offering is subject to market and other conditions.
Kratos expects to use the net proceeds of the offering (i) to finance customer and program targeted acquisitions, (ii) to fund investments and capital expenditures to scale and successfully execute on large, mission critical National Security priorities related to existing programs, recent program awards and significant high-probability pipeline opportunities, and (iii) for general corporate purposes, including to pay fees and expenses in connection with the offering.
Baird, Raymond James, RBC Capital Markets and Truist Securities are acting as joint book-running managers for the offering.
The securities described above are being offered pursuant to an automatic shelf registration statement on Form S-3ASR (File No. 333-293786) that was previously filed by Kratos with the SEC and automatically became effective upon filing on February 26, 2026. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.
The offering will be made only by means of a prospectus supplement and the accompanying prospectus. The preliminary prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC. Copies of the preliminary prospectus supplement and accompanying prospectus relating to the offering may be obtained, when available, from Robert W. Baird & Co. Incorporated, 777 E. Wisconsin Avenue, Milwaukee, Wisconsin 53202, by telephone at (800) 792-2473, or by email at syndicate@rwbaird.com, Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, FL 33716, by telephone at (800) 248-8863, or by email at prospectus@raymondjames.com, RBC Capital Markets, LLC, 200 Vesey Street, New York, New York 10281, by telephone at (877) 822-4089, or by email at equityprospectus@rbccm.com, and Truist Securities, Inc., 740 Battery Ave. SE, 3rd Floor, Atlanta, Georgia 30339, Attention Equity Capital Markets or by email at TruistSecurities.prospectus@Truist.com. Electronic copies of the preliminary prospectus supplement and accompanying prospectus will also be available on the SEC’s website at www.sec.gov.
