Kratos Defense & Security Solutions, INC. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value KTOS The NASDAQ Global Select
• $13.725 — be converted into the right to receive $13.725 per share in cash (the "Merger Consider
• $356.3 million — ptions) is expected to be approximately $356.3 million in cash. The Company, Buyer, Merger S
• $14,252,000 — to pay the Company a termination fee of $14,252,000. Subject to certain limitations, each

Filing Documents

• ktos-20251104.htm (8-K) — 40KB
• ex21agreementandplanofmerg.htm (EX-2.1) — 649KB
• ex101votingagreement.htm (EX-10.1) — 84KB
• ex991.htm (EX-99.1) — 13KB
• kratoslogoa.jpg (GRAPHIC) — 41KB
• 0001069258-25-000062.txt ( ) — 1100KB
• ktos-20251104.xsd (EX-101.SCH) — 2KB
• ktos-20251104_lab.xml (EX-101.LAB) — 21KB
• ktos-20251104_pre.xml (EX-101.PRE) — 12KB
• ktos-20251104_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Merger Agreement On November 4, 2025, Kratos Defense & Security Solutions, Inc., a Delaware corporation (the "Company"), 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 (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. Orbit's shares are currently publicly traded on the Tel Aviv Stock Exchange. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), and as a result of the Merger, each ordinary share, par value 1 New Israeli Shekel (NIS 1) per share, of Orbit (the "Ordinary Shares"), that is issued and outstanding immediately prior to the Effective Time (other than certain Ordinary Shares to be canceled pursuant to the terms of the Merger Agreement) will be converted into the right to receive $13.725 per share in cash (the "Merger Consideration"). In addition, pursuant to the Merger Agreement, effective as of the Effective Time, each outstanding option to purchase Ordinary Shares (each, a "Company Option"), whether or not vested, shall become fully vested and thereafter canceled without any action on the part of any holder thereof for the right of the holder of such Company Option to receive a lump sum cash payment equal to the product of (i) the

01 Other Events

Item 8.01 Other Events. On November 4, 2025, the Company issued a press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference herein.

01 Financial Statements and Exhibits

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. 10.1 Voting Agreement, dated as of November 4, 2025, by and among the Company and certain investment funds affiliated with FIMI. 99.1 Press release, dated November 4, 2025. 104 Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL). *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.

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Current Report on Form 8-K may constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements relate to a variety of matters, including, without limitation, the Company's expectations regarding the timing of consummation of the Orbit acquisition, the aggregate estimated purchase price to be paid by the Company pursuant to the Merger Agreement, and other statements that are not purely statements of historical fact. These forward-looking statements are made on the basis of the current beliefs, expectations and assumptions of the management of the Company 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 they are made, and the Company undertakes no obligation to update or revise these statements, whether as a result of new information, future events or otherwise. No Offer or Solicitation This communication is for informational purposes only and is not intended to, and shall not, constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 7, 2025 Kratos Defense & Security Solutions, Inc. By: _ /s/ Deanna H. Lund Deanna H. Lund Executive Vice President, Chief Financial Officer

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