As filed with the Securities and Exchange Commission on October 14, 2026
Registration No. 333-293786
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to Form S-3
UNDER THE SECURITIES ACT OF 1933
KRATOS DEFENSE & SECURITY SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 13-3818604 | |||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |||||||
1 Chisholm Trail, Suite 300
Round Rock, TX 78681
(512) 238-9840
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Deanna H. Lund
Executive Vice President and Chief Financial Officer and Director
Kratos Defense & Security Solutions, Inc.
10680 Treena Street, Suite 600
San Diego, California 92131
(858) 812-7300
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Jon Olsen
Steven M. Przesmicki
Sidley Austin LLP
12230 El Camino Real, Suite 300
San Diego, CA 92130
(858) 398-0150
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment No. 1”) to the Registration Statement on Form S-3 (Registration No. 333-293786) filed by Kratos Defense & Security Solutions, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on February 26, 2026 (the “Registration Statement”), is being filed in connection with that certain Prospectus Supplement (the “Prospectus Supplement”) filed by the Company with the SEC on October 14, 2026, relating to the resale of shares of the Company’s common stock, $0.001 par value per share (“Common Stock”), from time to time by the selling stockholders named in the Prospectus Supplement.
This Post-Effective Amendment No. 1 is being filed solely to (i) include the opinion of Sidley Austin LLP, relating to the validity of the shares of Common Stock being offered by the Prospectus Supplement, as Exhibit 5.2 to the Registration Statement, and (ii) include a filing fee table as Exhibit 107 relating to the shares of Common Stock being offered by the Prospectus Supplement.
No changes or additions are being made to the base prospectus that already forms a part of the Registration Statement or to the Prospectus Supplement. Accordingly, the base prospectus and the Prospectus Supplement are omitted from this filing. This Post-Effective Amendment No. 1 shall become effective immediately upon filing with the SEC pursuant to Rule 462(e) under the Securities Act of 1933, as amended.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits.
| Exhibit Number | Exhibit Description | |||||||
| 1.1* | Form of Underwriting Agreement | |||||||
| 4.1† | ||||||||
| 4.2† | ||||||||
| 4.3† | ||||||||
| 4.4† | ||||||||
| 4.5† | ||||||||
| 4.6* | Form of Senior Note. | |||||||
| 4.7* | Form of Subordinated Note. | |||||||
| 4.8* | Form of Warrant Agreement. | |||||||
| 4.9* | Form of Unit Agreement. | |||||||
| 5.1† | ||||||||
| 5.2** | ||||||||
| 23.1† | ||||||||
| 23.2† | ||||||||
| 23.3** | ||||||||
| 24.1† | ||||||||
| 25.1* | The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Senior Indenture will be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939. | |||||||
| 25.2* | The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of the Trustee under the Subordinated Indenture will be incorporated herein by reference from a subsequent filing in accordance with Section 305(b)(2) of the Trust Indenture Act of 1939. | |||||||
| 107** | ||||||||
___________________
*To be filed, if necessary, as an exhibit to a current report of the registrant on Form 8-K or other document to be incorporated herein by reference.
**Filing herewith
†Previously filed
Item 17. Undertakings.
(a)The undersigned registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes
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in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(ii)Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5)That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
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(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and
(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by a registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
(d)The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on October 14, 2026.
| KRATOS DEFENSE & SECURITY SOLUTIONS, INC. | |||||
| By: | /s/ Eric DeMarco | ||||
| Eric DeMarco | |||||
| President and Chief Executive Officer | |||||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
| Name | Title | Date | ||||||||||||
| /s/ Eric DeMarco | President, Chief Executive Officer and Director | October 14, 2026 | ||||||||||||
| Eric DeMarco | (Principal Executive Officer) | |||||||||||||
| /s/ Deanna H. Lund | Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer) | October 14, 2026 | ||||||||||||
| Deanna H. Lund | ||||||||||||||
| * | Vice President and Corporate Controller (Principal Accounting Officer) | October 14, 2026 | ||||||||||||
| Maria Cervantes de Burgreen | ||||||||||||||
| Director | October 14, 2026 | |||||||||||||
| David King | ||||||||||||||
| * | Director | October 14, 2026 | ||||||||||||
| Bradley Boyd | ||||||||||||||
| * | Director | October 14, 2026 | ||||||||||||
| Bobbi Doorenbos | ||||||||||||||
| * | Director | October 14, 2026 | ||||||||||||
| Scott Anderson | ||||||||||||||
| * | Director | October 14, 2026 | ||||||||||||
| William Hoglund | ||||||||||||||
| * | Director | October 14, 2026 | ||||||||||||
| Scot Jarvis | ||||||||||||||
| * | Director | October 14, 2026 | ||||||||||||
| Amy Zegart | ||||||||||||||
| * By: | /s/ Deanna H. Lund | ||||
| Deanna H. Lund, | |||||
| as Attorney-in-Fact | |||||
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|
Calculation of Filing Fee Tables |
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| Table 1: Newly Registered and Carry Forward Securities |
|---|
|
Security Type |
Security Class Title |
Fee Calculation or Carry Forward Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
Carry Forward Form Type |
Carry Forward File Number |
Carry Forward Initial Effective Date |
Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward |
||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Newly Registered Securities | |||||||||||||
|
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1 |
|
|
|
|
$
|
$
|
|
$
|
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| Fees Previously Paid | |||||||||||||
| Carry Forward Securities | |||||||||||||
| Carry Forward Securities | |||||||||||||
|
Total Offering Amounts: |
$
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$
|
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Total Fees Previously Paid: |
$
|
||||||||||||
|
Total Fee Offsets: |
$
|
||||||||||||
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Net Fee Due: |
$
|
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Offering Note |
|
1 |
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| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rules 457(b) and 0-11(a)(2) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||
| Table 3: Combined Prospectuses |
|---|
|
Security Type |
Security Class Title |
Amount of Securities Previously Registered |
Maximum Aggregate Offering Price of Securities Previously Registered |
Form Type |
File Number |
Initial Effective Date |
|
|---|---|---|---|---|---|---|---|
Exhibit 5.2
 | SIDLEY AUSTIN LLP 12230 EL CAMINO REAL SUITE 300 SAN DIEGO, CA 92130 +1 858 398 0150 +1 858 398 0450 FAX AMERICA • ASIA PACIFIC • EUROPE | ||||
October 14, 2026
Kratos Defense & Security Solutions, Inc.
1 Chisholm Trail, Suite 300
Round Rock, TX
| Re: | Registration Statement on Form S-3 | ||||
To the addressee set forth above:
We refer to (i) the Registration Statement on Form S-3 (the “Registration Statement”) filed by Kratos Defense & Security Solutions, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on February 26, 2026 under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the prospectus supplement, dated October 14, 2026 (the “Prospectus Supplement”), filed with the SEC under the Securities Act relating to the resale from time to time by the selling stockholders (collectively, the “Selling Stockholders”) named in the Registration Statement of up to 668,841 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), issuable pursuant to that certain Securities Purchase Agreement, dated as of October 9, 2026 (the “Purchase Agreement”), by and among the Company, the Selling Stockholders, Jetset Airmotive, Inc., a Florida corporation, and Khristian M. Rodriquez as the representative of the Selling Stockholders. The Shares consist of (a) 547,249 shares of Common Stock (the “Closing Shares”) issued to the Selling Stockholders on October 9, 2026, and (b) up to 121,592 shares of Common Stock (the “Earn-out Shares”) issuable upon satisfaction of certain earn-out obligations.
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined the Registration Statement, the Prospectus Supplement, the exhibits thereto, the Purchase Agreement, the Amended and Restated Certificate of Incorporation of the Company, as amended to the date hereof (as so amended, the “Charter”), the Third Amended and Restated Bylaws of the Company, as amended to the date hereof (the “By-Laws”), and the resolutions adopted by the board of directors of the Company relating to the Registration Statement, the Prospectus Supplement and the issuance of the Shares. We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and others, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy
Kratos Defense & Security Solutions, Inc.
October 14, 2026
Page 2
and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
Based on, and subject to, the foregoing and the other limitations, qualifications and assumptions set forth herein, we are of the opinion that, as of the date hereof:
1.The Closing Shares are validly issued, fully paid and non-assessable.
2.The Earn-out Shares will be validly issued, fully paid and non-assessable when the Earn-out Shares have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the Selling Stockholders and have been issued by the Company in accordance with the terms of the Purchase Agreement. In rendering the foregoing opinion, we have assumed that (i) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL (as defined below); (ii) upon the issuance of the Earn-out Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter; (iii) the authorization thereof by the Company will not have been modified or rescinded, and there will not have occurred any change in law affecting the validity thereof; and (iv) the Charter and the By-Laws, as currently in effect, will not have been modified or amended and will be in full force and effect.
With respect to each instrument or agreement referred to in or otherwise relevant to the opinions set forth herein (each, an “Instrument”), we have assumed, to the extent relevant to the opinions set forth herein, that (i) each party to such Instrument (if not a natural person) was duly organized or formed, as the case may be, and was at all relevant times and is validly existing and in good standing under the laws of its jurisdiction of organization or formation, as the case may be, and had at all relevant times and has full right, power and authority to execute, deliver and perform its obligations under such Instrument; (ii) such Instrument has been duly authorized, executed and delivered by each party thereto; and (iii) such Instrument was at all relevant times and is a valid, binding and enforceable agreement or obligation, as the case may be, of, each party thereto.
This opinion letter is limited to the General Corporation Law of the State of Delaware (the “DGCL”). We express no opinion as to the laws, rules or regulations of any other jurisdiction, including, without limitation, the federal laws of the United States of America or any state securities or blue sky laws.
We hereby consent to the filing of this opinion letter as an Exhibit to the Registration Statement and to all references to our Firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly yours,
/s/ Sidley Austin LLP