Karman (NYSE: KRMN) holders price $854M secondary stock offering at $61
Rhea-AI Filing Summary
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.
Positive
- None.
Negative
- None.
Insights
Large shareholder liquidity event alongside sizeable growth pipeline disclosure.
The filing centers on a $61.00-per-share secondary sale of 14,000,000 Karman shares by existing holders, with an option for 2,100,000 more. Proceeds of about $854,000,000 go entirely to selling stockholders, so this is a liquidity event rather than new capital for Karman. The 90-day lock-up from May 28, 2026 temporarily limits additional equity issuance.
Karman also reports an estimated “active pipeline” of about $3 billion as of May 25, 2026, up from about $1 billion at March 31, 2025, with sizable opportunities in hypersonics, tactical missiles, maritime defense, and space & launch. It cites specific potential agreements, including a space launch production long-term agreement around $250 million and several defense programs totaling more than $100 million.
The company frames these pipeline and deal values as estimates and forward-looking, noting they may not be finalized or awarded at the indicated amounts. Overall, the event is structurally neutral for the balance sheet but gives investors more detail on Karman’s demand environment and opportunity set in its core defense and space markets.
8-K Event Classification
Key Figures
Key Terms
underwritten public offering financial
automatic shelf registration statement regulatory
secondary offering financial
active pipeline financial
long-term agreement financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
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| 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)) |
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Indicate by check mark whether the registrant is an emerging growth company 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 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On May 28, 2026, Karman Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the persons named in Schedule II thereto (the “Selling Stockholders”) and Citigroup Global Markets Inc. and Evercore Group L.L.C., as the underwriters (the “Underwriters”), pursuant to which the Selling Stockholders agreed to sell 14,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) at a public offering price of $61.00 per share (the “Offering Price”), less underwriting discounts and commissions (the “Offering”). The Underwriters were granted a 30-day option to purchase up to an additional 2,100,000 shares of Common Stock from the Selling Stockholders at the Offering Price. The Offering closed on June 1, 2026.
Under the terms of the Underwriting Agreement, the Company has agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge, or otherwise dispose of any shares of Common Stock or other securities convertible into or exercisable or exchangeable for shares of Common Stock during the 90-day period commencing from May 28, 2026, without the prior written consent of the Underwriters. The Company and the Selling Stockholders made certain customary representations, warranties and covenants and agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
The foregoing description of the Underwriting Agreement is not complete and is subject to and qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On May 28, 2026, the Company provided an operational data update in connection with the Offering, which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in this Item 7.01 and the Exhibit 99.1 shall be considered “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act, nor shall it be deemed incorporated by reference into any reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.
| Item 8.01. | Other Events. |
On May 28, 2026, the Company issued a press release announcing the launch of the Offering, a copy of which is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
On May 28, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is filed as Exhibit 99.3 hereto and is incorporated herein by reference.
On May 29, 2026, the Company issued a corrected and replacement press release announcing an operational data update in connection with the Offering, a copy of which is filed as Exhibit 99.4 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 1.1 | Underwriting Agreement, dated May 28, 2026, by and among the Company, the Selling Stockholders and Citigroup Global Markets Inc. and Evercore Group L.L.C., as the underwriters. | |
| 5.1 | Opinion of Willkie Farr & Gallagher LLP. | |
| 23.1 | Consent of Willkie Farr & Gallagher LLP (included as part of Exhibit 5.1). | |
| 99.1 | Operational data update of the Company. | |
| 99.2 | Press Release of the Company, dated May 28, 2026. | |
| 99.3 | Press Release of the Company, dated May 28, 2026. | |
| 99.4 | Press Release of the Company, dated May 29, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
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.
| KARMAN HOLDINGS INC. | ||
| By: | /s/ Mike Willis | |
| Name: | Mike Willis | |
| Title: | Chief Financial Officer | |
Date: June 1, 2026
Exhibit 99.1
Major Programs Across Karman Are Entering Rapid Growth Karman is Experiencing Significant Momentum Key Statistics Long-Term Outlook Key 2026 YTD Deals Karman is Well-Positioned to Capitalize on a Generational Opportunity Set Across Its Core Markets (1) Defined as the aggregate value of business opportunities that are being pursued by the company. (2) Represents select major programs including active long-term framework agreements that are currently in negotiation. Figures are not final and values reflect total potential contract value over multiple years.Positioned for $1Billion + of Contract Value on High Priority Programs Market Impact Of Major Programs Including Long-Term Framework(2) Hypersonics & Strategic Missile Defense Tactical Missiles & Integrated Defense ~$500M ~$700M Maritime Defense Space & Launch ~$50M ~$300M ~$250M Space Launch Production LTA ~$100M Munition Development Program ~$25M Torpedo Recovery Qualification Program ~$20M UAS Launcher Systems ~3x Increase in Active Pipeline(1) ~$2B Increase in Active Pipeline(1) Total Opportunity Pipeline ($B) ~$1B ~$3B ~4x Increase in BD Activity “FY2026 budget request included $6.5 billion for conventional and hypersonic munitions and invests over $3.9 billion in hypersonic weapons” – National Defense Magazine “This framework agreement marks a fundamental shift in how we rapidly expand munitions production and magazine depth…” – Department of War “The U.S. Navy is racing to rebuild its undersea fleet…aimed at maintaining a strategic advantage and meeting rising global demand for advanced undersea capabilities” – Bloomberg8 ©2026 Karman Space & Defense Q1 2025 Current
Exhibit 99.2
Karman Space & Defense Announces Launch of Secondary Offering of Common Stock
HUNTINGTON BEACH, Calif., May 28, 2026 —Karman Space & Defense (NYSE: KRMN) (“Karman Holdings Inc.” or “Karman”), a leader in the rapid design, development and production of critical, next-generation system solutions that align with the U.S. Department of War’s core mission priorities and the nation’s accelerating demand for access to space, today announced the launch of an underwritten public offering of 13,500,000 shares of its common stock (the “Common Stock”) by certain selling stockholders (the “Selling Stockholders”), subject to market and other conditions (the “Offering”). The Selling Stockholders also expect to grant the underwriters a 30-day option to purchase up to an additional 2,025,000 shares of Common Stock. Karman is not selling any shares in the Offering and will not receive any proceeds from the Offering. The Selling Stockholders will receive all of the net proceeds from the Offering.
Citigroup and Evercore ISI are acting as book-running managers for the Offering.
The Common Stock is being offered pursuant to an effective automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”). The Offering is being made solely by means of a preliminary prospectus supplement and related base prospectus. Before you invest, you should read the preliminary prospectus supplement and related base prospectus in their entirety and the other documents Karman has filed with the SEC for more complete information about Karman and the Offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the related base prospectus, when available, may be obtained from: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone: (800) 831-9146 and Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, New York 10055, by telephone: (888) 474-0200, or by email: ecm.prospectus@evercore.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Common Stock, nor shall there be any sale of the Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Karman Space & Defense
Karman Space & Defense is a leader in the rapid design, development and production of critical, next-generation system solutions that align with the U.S. Department of War’s core mission priorities and the nation’s accelerating demand for access to space. Building on nearly 50 years of success, Karman delivers Payload & Protection Systems, Hydro/Aerodynamic Interstage Systems, and Propulsion & Launch Systems to more than 80 prime contractors supporting more than 130 space and defense programs. Karman is headquartered in Huntington Beach, CA, with multiple facilities across the United States.
Forward-Looking Statements
This announcement may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Karman intends all forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the fact that they do not relate
strictly to historical or current facts and by the use of forward-looking words such as “expect,” “expectation,” “believe,” “may,” “could,” “intend,” “belief,” “estimate,” “predict,” “project,” “will” “should,” or similar terminology. These statements are based on and reflect Karman’s current expectations, estimates, assumptions and/ or projections, Karman’s perception of historical trends and current conditions, as well as other factors that Karman believes are appropriate and reasonable under the circumstances. Forward-looking statements are neither predictions nor guarantees of future events, circumstances or performance and are inherently subject to known and unknown risks, uncertainties and assumptions that could cause Karman’s actual results to differ materially from those indicated by those statements. There can be no assurance that Karman’s expectations, estimates, assumptions and/ or projections will prove to be correct or that any of Karman’s expectations, estimates or projections will be achieved.
Numerous factors could cause Karman’s actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation, that a significant portion of Karman’s revenue is generated from contracts with the United States military and U.S. military spending is dependent upon the U.S. defense budget; U.S. government contracts are subject to a competitive bidding process that can consume significant resources without generating any revenue; Karman’s business and operations expose Karman to numerous legal and regulatory requirements, and any violation of these requirements could materially adversely affect Karman’s business, results of operations, prospects and financial condition; Karman’s inability to adequately enforce and protect its intellectual property or defend against assertions of infringement could prevent or restrict its ability to compete; and Karman has in the past consummated acquisitions and intends to continue to pursue acquisitions, and Karman’s business may be adversely affected if it cannot consummate acquisitions on satisfactory terms, or if it cannot effectively integrate acquired operations. Readers are directed to the risk factors identified in the preliminary prospectus supplement and related base prospectus for the Offering and the other filings Karman makes with the SEC from time to time, copies of which are available free of charge at the SEC’s website at www.sec.gov under Karman Holdings Inc.
The forward-looking statements included in this announcement are only made as of the date of this announcement. Factors or events that could cause Karman’s actual results to differ may emerge from time to time, and it is not possible for Karman to predict all of them. Karman may not currently achieve the plans, intentions or expectations disclosed in its forward-looking statements, including statements with respect to the Offering, and you should not place undue reliance on Karman’s forward-looking statements. Karman undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable law.
Contacts
Investor contact:
Steven Gitlin
investors@karman-sd.com
Media contact:
press@karman-sd.com
Exhibit 99.3
Karman Space & Defense Announces Pricing of Upsized Secondary Offering of Common Stock
HUNTINGTON BEACH, Calif., May 28, 2026 —Karman Space & Defense (NYSE: KRMN) (“Karman Holdings Inc.” or “Karman”), a leader in the rapid design, development and production of critical, next-generation system solutions that align with the U.S. Department of War’s core mission priorities and the nation’s accelerating demand for access to space, today announced the pricing of the previously announced underwritten public offering (the “Offering”) of 14,000,000 shares of its common stock (the “Common Stock”) by certain selling stockholders (the “Selling Stockholders”), at a price to the public of $61.00 per share, for total aggregate gross proceeds to the Selling Stockholders of approximately $854,000,000, before deducting underwriting discounts and commissions and Offering expenses. The size of the Offering reflects an increase from the 13,500,000 shares of Common Stock originally proposed to be sold. In addition, the Selling Stockholders granted the underwriters a 30-day option to purchase up to an additional 2,100,000 shares of Common Stock. Karman did not sell any shares in the Offering and will not receive any proceeds from the Offering. The Offering is expected to close on June 1, 2026, subject to customary closing conditions.
Citigroup and Evercore ISI are acting as book-running managers for the Offering.
The Common Stock is being sold pursuant to an effective automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”). The Offering is being made solely by means of a preliminary prospectus supplement and related base prospectus. Before you invest, you should read the preliminary prospectus supplement and related base prospectus in their entirety and the other documents Karman has filed with the SEC for more complete information about Karman and the Offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the related base prospectus, when available, may be obtained from: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone: (800) 831-9146 and Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, New York 10055, by telephone: (888) 474-0200, or by email: ecm.prospectus@evercore.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Common Stock, nor shall there be any sale of the Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Karman Space & Defense
Karman Space & Defense is a leader in the rapid design, development and production of critical, next-generation system solutions that align with the U.S. Department of War’s core mission priorities and the nation’s accelerating demand for access to space. Building on nearly 50 years of success, Karman delivers Payload & Protection Systems, Hydro/Aerodynamic Interstage Systems, and Propulsion & Launch Systems to more than 80 prime contractors supporting more than 130 space and defense programs. Karman is headquartered in Huntington Beach, CA, with multiple facilities across the United States.
Forward-Looking Statements
This announcement may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Karman intends all forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the fact that they do not relate strictly to historical or current facts and by the use of forward-looking words such as “expect,” “expectation,” “believe,” “may,” “could,” “intend,” “belief,” “estimate,” “predict,” “project,” “will” “should,” or similar terminology. These statements are based on and reflect Karman’s current expectations, estimates, assumptions and/ or projections, Karman’s perception of historical trends and current conditions, as well as other factors that Karman believes are appropriate and reasonable under the circumstances. Forward-looking statements are neither predictions nor guarantees of future events, circumstances or performance and are inherently subject to known and unknown risks, uncertainties and assumptions that could cause Karman’s actual results to differ materially from those indicated by those statements. There can be no assurance that Karman’s expectations, estimates, assumptions and/ or projections will prove to be correct or that any of Karman’s expectations, estimates or projections will be achieved.
Numerous factors could cause Karman’s actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation, that a significant portion of Karman’s revenue is generated from contracts with the United States military and U.S. military spending is dependent upon the U.S. defense budget; U.S. government contracts are subject to a competitive bidding process that can consume significant resources without generating any revenue; Karman’s business and operations expose Karman to numerous legal and regulatory requirements, and any violation of these requirements could materially adversely affect Karman’s business, results of operations, prospects and financial condition; Karman’s inability to adequately enforce and protect its intellectual property or defend against assertions of infringement could prevent or restrict its ability to compete; and Karman has in the past consummated acquisitions and intends to continue to pursue acquisitions, and Karman’s business may be adversely affected if it cannot consummate acquisitions on satisfactory terms, or if it cannot effectively integrate acquired operations. Readers are directed to the risk factors identified in the preliminary prospectus supplement and related base prospectus for the Offering and the other filings Karman makes with the SEC from time to time, copies of which are available free of charge at the SEC’s website at www.sec.gov under Karman Holdings Inc.
The forward-looking statements included in this announcement are only made as of the date of this announcement. Factors or events that could cause Karman’s actual results to differ may emerge from time to time, and it is not possible for Karman to predict all of them. Karman may not currently achieve the plans, intentions or expectations disclosed in its forward-looking statements, including statements with respect to the Offering, and you should not place undue reliance on Karman’s forward-looking statements. Karman undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable law.
Contacts
Investor contact:
Steven Gitlin
investors@karman-sd.com
Media contact:
press@karman-sd.com
Exhibit 99.4
CORRECTING and REPLACING Karman Space & Defense Provides Operational Data Update in Connection with Launch of Secondary Offering
May 29, 2026
HUNTINGTON BEACH, Calif.— For the release dated May 28, 2026, third paragraph, the date at the end of first sentence should read March 31, 2025 (instead of March 31, 2026).
The updated release reads:
Karman Space & Defense Provides Operational Data Update in Connection with Launch of Secondary Offering
HUNTINGTON BEACH, Calif., May 28, 2026 — Karman Space & Defense (NYSE: KRMN) (“Karman Holdings Inc.” or “Karman”), a leader in the rapid design, development and production of critical, next-generation system solutions that align with the U.S. Department of War’s core mission priorities and the nation’s accelerating demand for access to space, today released updated operational data in connection with an underwritten public offering of 13,500,000 shares of its common stock (the “Common Stock”) by certain selling stockholders (the “Selling Stockholders”). The Selling Stockholders expect to grant the underwriters a 30-day option to purchase up to an additional 2,025,000 shares of Common Stock. Karman is not selling any shares in the Offering and will not receive any proceeds from the Offering. The Selling Stockholders will receive all of the net proceeds from the Offering.
Set forth below are estimates of certain operational data as of the date hereof based on information available to Karman. This operational data does not represent a comprehensive statement of Karman’s operational or financial results. In addition, this data should not be viewed as a substitute for operational and financial data as of and for the six months ended June 30, 2026, which will not be finalized until after June 30, 2026 and is subject to normal closing procedures. These estimates are forward-looking statements and are not necessarily indicative of the results to be achieved in any future period.
As of May 25, 2026, the aggregate value of business opportunities being pursued by the Company (“active pipeline”) was estimated to be approximately $3 billion as compared to approximately $1 billion of active pipeline as of March 31, 2025.
When parsed by end market, the active pipeline may yield contract values over multiple years of approximately $500 million, with respect to hypersonics & strategic missile defense programs, approximately $700 million, with respect to tactical missiles & integrated defense programs, approximately $50 million, with respect to maritime defense programs, and approximately $300 million, with respect to space and launch programs. There can be no assurance that these contracts will be finalized on these terms, at all, or at the estimated amounts.
In addition, with respect to 2026 progress toward converting the pipeline to backlog, the Company has secured or is currently negotiating deals for a space launch production long-term agreement with an estimated aggregate value of approximately $250 million, a munition development program with an estimated aggregate value of approximately $100 million, a torpedo recovery qualification program with an estimated aggregate value of approximately $25 million and a UAS launcher systems agreement with an estimated aggregate value of approximately $20 million.
The estimated value and timeline to award for opportunities comprising the active pipeline figures above are developed by individual team members, and estimations are derived from a variety of sources, to include customer budgets, requests for information, solicitations, customer meetings and other public statements. There is inherent variability in how these estimates are calculated based on the information currently available.
The Common Stock is being offered pursuant to an effective automatic shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (the “SEC”). The Offering is being made solely by means of a preliminary prospectus supplement and related base prospectus. Before you invest, you should read the preliminary prospectus supplement and related base prospectus in their entirety and the other documents Karman has filed with the SEC for more complete information about Karman and the Offering. You may obtain these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the preliminary prospectus supplement and the related base prospectus, when available, may be obtained from: Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone: (800) 831-9146 and Evercore Group L.L.C., Attention: Equity Capital Markets, 55 East 52nd Street, 35th Floor, New York, New York 10055, by telephone: (888) 474-0200, or by email: ecm.prospectus@evercore.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Common Stock, nor shall there be any sale of the Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Karman Space & Defense
Karman Space & Defense is a leader in the rapid design, development and production of critical, next-generation system solutions that align with the U.S. Department of War’s core mission priorities and the nation’s accelerating demand for access to space. Building on nearly 50 years of success, Karman delivers Payload & Protection Systems, Hydro/Aerodynamic Interstage Systems, and Propulsion & Launch Systems to more than 80 prime contractors supporting more than 130 space and defense programs. Karman is headquartered in Huntington Beach, CA, with multiple facilities across the United States.
Forward-Looking Statements
This announcement may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Karman intends all forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the fact that they do not relate strictly to historical or current facts and by the use of forward-looking words such as “expect,” “expectation,” “believe,” “may,” “could,” “intend,” “belief,” “estimate,” “predict,” “project,” “will” “should,” or similar terminology. These statements are based on and reflect Karman’s current expectations, estimates, assumptions and/or projections, Karman’s perception of historical trends and current conditions, as well as other factors that Karman believes are appropriate and reasonable under the circumstances. Forward-looking statements are neither predictions nor guarantees of future events, circumstances or performance and are inherently subject to known and unknown risks, uncertainties and assumptions that could cause Karman’s actual results to differ materially from those indicated by those statements. There can be no assurance that Karman’s expectations, estimates, assumptions and/ or projections will prove to be correct or that any of Karman’s expectations, estimates or projections will be achieved.
Numerous factors could cause Karman’s actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation, that a significant portion of Karman’s revenue is generated from contracts with the United States military and U.S. military spending is dependent upon the U.S. defense budget; U.S. government contracts are subject to a competitive bidding process that can consume significant resources without generating any revenue; Karman’s business and operations expose Karman to numerous legal and regulatory requirements, and any violation of these requirements could materially adversely affect Karman’s business, results of operations, prospects and financial condition; Karman’s inability to adequately enforce and protect its intellectual property or defend against assertions of infringement could prevent or restrict its ability to compete; and Karman has in the past consummated acquisitions and intends to continue to pursue acquisitions, and Karman’s business may be adversely affected if it cannot consummate acquisitions on satisfactory terms, or if it cannot effectively integrate acquired operations. Readers are directed to the risk factors identified in the preliminary prospectus supplement and related base prospectus for the Offering and the other filings Karman makes with the SEC from time to time, copies of which are available free of charge at the SEC’s website at www.sec.gov under Karman Holdings Inc.
The forward-looking statements included in this announcement are only made as of the date of this announcement. Factors or events that could cause Karman’s actual results to differ may emerge from time to time, and it is not possible for Karman to predict all of them. Karman may not currently achieve the plans, intentions or expectations disclosed in its forward-looking statements, including statements with respect to the Offering, and you should not place undue reliance on Karman’s forward-looking statements. Karman undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable law.
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Contacts
Investor contact:
Steven Gitlin
investors@karman-sd.com
Media contact:
press@karman-sd.com