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Karman Holdings Inc. (KRMN) amended its existing Credit Agreement via a Sixth Amendment, increasing the principal amount of its term loans by $100,000,000, bringing the total original term loan principal to $863,961,000. The company states it will use this incremental borrowing to fund the previously announced acquisition of Walker Precision Engineering and to pay related fees, commissions and expenses.
On August 28, 2026, Karman, through a wholly owned subsidiary, completed the Walker acquisition for approximately $95 million (£70 million) in cash, subject to customary adjustments. Walker supports missile seekers, guidance and control systems on more than 25 EU tactical missile, air and defense programs. Karman states that the deal accelerates its expansion beyond the United States by adding a European footprint to its existing 17 locations across eight U.S. states and that Walker’s customers, intellectual property and technology are a highly complementary fit with its own offerings.
Karman Holdings Inc. (KRMN) announced a planned chief financial officer transition. Chris Boynton has been appointed Executive Vice President and Chief Financial Officer, with his employment beginning on September 14, 2026. Current CFO Mike Willis will step down as CFO on the same date and depart by year-end following a phased transition.
Under his offer letter, Boynton will receive an annual base salary of $750,000, a $500,000 one-time sign-on bonus, and is eligible for an annual cash incentive with a target of 100% of base salary and a stretch target of 150% of base salary, with the 2026 bonus prorated from his start date. Beginning in 2027, subject to board approval, he will be eligible for annual equity awards under the long-term incentive plan with a target grant-date value equal to 300% of base salary. His initial 2026 long-term incentive grant will be 37,860 shares, delivered 70% in performance stock units and 30% in restricted stock units.
The offer letter provides severance protections: upon a qualifying termination without cause or for good reason, Boynton is entitled to cash severance equal to 100% of base salary plus target bonus, paid over 12 months, subject to a release and restrictive covenants. If such a termination occurs within 12 months after a change in control, he is entitled to cash severance equal to 18 months of base salary, payable in a lump sum, plus 100% of target annual bonus. The company stated there are no related-party transactions or family relationships requiring disclosure.
Karman Holdings Inc. reported strong growth for the quarter ended June 30, 2026. Revenue rose to $182.1 million from $115.1 million a year earlier, and six‑month revenue reached $333.3 million. Net income increased to $14.0 million for the quarter and $21.8 million year‑to‑date, with operating margin improving to 19.1% and gross margin to about 43%.
Growth was broad-based across Hypersonics & Strategic Missile Defense, Space & Launch, Tactical Missiles & Integrated Defense Systems, and newly reported Maritime Defense Systems. The company continued an acquisition-driven strategy, closing the $232.9 million Seemann Composites and Materials Sciences deal, which added $63.0 million of revenue in the first half and lifted goodwill to $498.1 million. To fund acquisitions, Karman expanded its term debt to $763.9 million and later reduced interest spreads through credit agreement amendments. Operating cash flow was modestly negative as working capital and integration investments absorbed cash, while remaining performance obligations stood at $703.9 million, providing multi‑year revenue visibility.
Karman Holdings Inc. reported record second quarter fiscal 2026 results, with revenue of $182.1 million, up 58.2% year over year on 24.4% organic growth. Net income rose to $14.0 million, up 106.1%, with diluted EPS of $0.11. Non-GAAP adjusted EBITDA reached $54.6 million, up 54.7%, and adjusted EPS was $0.14.
Growth was broad-based across hypersonics and strategic missile defense, space and launch, tactical missiles and maritime defense, supporting a record $1.3 billion backlog and quarterly bookings of nearly $500 million. The company agreed to acquire Walker Precision Engineering for approximately $94 million and completed a debt repricing expected to reduce annual interest expense by approximately $4 million.
For full-year 2026, Karman raised its outlook to revenue between $730 million and $745 million and non-GAAP adjusted EBITDA between $215.0 million and $222.5 million, excluding the impact of future acquisitions.
FMR LLC and Abigail P. Johnson report beneficial ownership of Karman Holdings Inc. common stock on an amended Schedule 13G. FMR LLC reports beneficial ownership of 6,868,619.71 shares, representing 5.2% of the outstanding common stock. FMR LLC has sole voting power over 6,859,656.24 shares and sole dispositive power over 6,868,619.71 shares, with no shared voting or dispositive power. Johnson is reported as having sole dispositive power over the same 6,868,619.71 shares and no voting power. One or more other persons have the right to receive dividends or sale proceeds from these securities, but no single such person has an interest exceeding five percent of the class.
Karman Holdings Inc. entered into a Fifth Amendment to its Credit Agreement with Citibank, N.A., as Administrative Agent and Collateral Agent, on August 3, 2026. The company refinanced existing term loans with an aggregate principal amount of $763,961,000, reducing the interest rate on those loans by 50 basis points to SOFR plus 2.25%.
The amendment also lowers pricing on the revolving credit facility by 50 basis points at each level of its leverage-based pricing grid, with the highest level now set at SOFR plus 2.00%. Except for these pricing changes, the other terms and conditions of the Credit Agreement remain in place as previously disclosed.
Karman Holdings Inc. changed its external auditor. The Audit Committee appointed PricewaterhouseCoopers LLP (PwC) as independent registered public accounting firm for the fiscal year ending December 31, 2026 and dismissed Baker Tilly US, LLP.
Baker Tilly’s audit reports on the 2024 and 2025 financial statements contained no adverse opinion, disclaimer, or qualification. The company states there were no disagreements or reportable events with Baker Tilly under Regulation S‑K rules, other than previously disclosed material weaknesses in internal control over financial reporting. Baker Tilly is providing a letter to the SEC, filed as Exhibit 16.1, indicating its position on these disclosures.
Petryszyn Mary D reported acquisition or exercise transactions in this Form 4 filing.
Karman Holdings director Mary D. Petryszyn reported an amended equity award on Form 4/A. The filing corrects a prior report by increasing the shares granted from 2,294 to 2,363 shares of common stock, reflecting her correct beneficial ownership after the award.
The total includes 832 shares from her 2025 Restricted Stock Unit (RSU) grant, which fully vested on May 13, 2026, and 1,531 shares from her 2026 RSU grant, scheduled to fully vest on January 1, 2027. All reported shares are held directly as part of her non‑employee director compensation.
Karman Holdings Inc. disclosed that selling stockholders priced a secondary underwritten public offering of 14,000,000 shares of common stock at $61.00 per share, with underwriters holding a 30-day option for up to 2,100,000 additional shares. All gross proceeds of about $854,000,000 go to the selling stockholders; the company is not selling shares and will not receive proceeds. Karman agreed to a 90-day lock-up restricting additional equity sales, subject to exceptions.
The company also shared operational data indicating its “active pipeline” of business opportunities was about $3 billion as of May 25, 2026, compared with about $1 billion as of March 31, 2025. By end market, the pipeline may yield multi-year contract values of roughly $500 million in hypersonics & strategic missile defense, $700 million in tactical missiles & integrated defense, $50 million in maritime defense, and $300 million in space and launch. Karman highlights specific 2026 deals under way, including a space launch production long-term agreement of about $250 million and several additional programs totaling more than $100 million, while cautioning these figures are estimates and not final.
Karman Holdings Inc. selling stockholders are offering up to 14,000,000 shares of common stock pursuant to this prospectus supplement dated May 28, 2026. The company will receive no proceeds from these sales. The public offering price is $61.00 per share; underwriting discounts are $1.3725 per share. The underwriters have a 30-day option to purchase up to an additional 2,100,000 shares. Shares outstanding were 132,526,299 as of May 13, 2026.