Karman Holdings switches auditors to PwC

Karman Holdings Inc. changed its external auditor.

Rhea-AI Filing Summary

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.

Insights

Audit & governance analyst

Karman replaces Baker Tilly with PwC, citing no new disputes.

Karman Holdings is rotating auditors, appointing PwC for the fiscal year ending December 31, 2026 and dismissing Baker Tilly. Baker Tilly’s prior reports on the 2024 and 2025 financials were clean, without adverse opinions or scope or principle qualifications.

The company also reiterates there were no disagreements or additional reportable events under Regulation S‑K Item 304, beyond entity-level material weaknesses in internal control over financial reporting already disclosed in earlier 10‑K and 10‑Q filings. This positions the auditor change as a governance decision rather than a reaction to a newly identified dispute.

Investors may focus on how PwC’s appointment for the 2026 fiscal year interfaces with remediation of those existing material weaknesses. Future annual and quarterly reports should show whether internal control issues cited for 2024 and 2025 are resolved or require continued disclosure.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

New audit period: Fiscal year ending December 31, 2026 Prior audit years: Years ended December 31, 2025 and 2024 Control weakness periods: Years 2025, 2024 and 2025 quarters +1 more

4 metrics

New audit period Fiscal year ending December 31, 2026 Period for which PwC is appointed auditor

Prior audit years Years ended December 31, 2025 and 2024 Years audited by Baker Tilly with clean opinions

Control weakness periods Years 2025, 2024 and 2025 quarters Material weaknesses disclosed in 10-K and 10-Q filings

Exhibit 16.1 date June 11, 2026 Date of Baker Tilly letter to the SEC

Key Terms

independent registered public accounting firm, material weaknesses in internal control over financial reporting, reportable events, Item 304(a)(1) of Regulation S-K, +1 more

5 terms

independent registered public accounting firm financial

"approved the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

material weaknesses in internal control over financial reporting financial

"other than the material weaknesses in internal control over financial reporting, which have been previously disclosed"

A material weakness in internal control over financial reporting is a significant flaw in a company’s processes that increases the likelihood its financial statements could be wrong or misleading. Think of it as a broken checkpoint in an airport security line: if it fails, errors or fraud can pass through undetected. Investors care because these weaknesses raise the risk that reported earnings, assets, or liabilities are inaccurate, which can affect valuation, trust, and investment decisions.

reportable events regulatory

"there were no (i) “disagreements” ... or (ii) “reportable events,” within the meaning of Item 304(a)(1)(v)"

Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.

Item 304(a)(1) of Regulation S-K regulatory

"within the meaning of Item 304(a)(1)(iv) of Regulation S-K and related instructions thereto"

emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What auditor change did Karman Holdings (KRMN) announce?

Karman Holdings’ Audit Committee appointed PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2026, and dismissed Baker Tilly US, LLP, which had previously audited the 2024 and 2025 financial statements without issuing adverse or qualified opinions.

Did Karman Holdings (KRMN) report any disagreements with Baker Tilly?

The company reports no disagreements with Baker Tilly on accounting principles, financial statement disclosure, or auditing scope or procedures under Regulation S‑K Item 304. It also notes no additional reportable events, aside from previously disclosed material weaknesses in internal control over financial reporting for 2024 and 2025.

What internal control issues does Karman Holdings (KRMN) reference?

Karman Holdings references entity-level material weaknesses in internal control over financial reporting. These weaknesses were already disclosed in its Form 10‑K for years ended December 31, 2025 and 2024, and in Form 10‑Q filings for the quarters ended March 31, June 30, and September 30, 2025, indicating ongoing remediation needs.

Did Karman Holdings (KRMN) consult PwC before appointing them as auditor?

The company states it did not consult PwC during 2024, 2025, or through June 10, 2026 about applying accounting principles to specific transactions or about potential audit opinions. PwC also did not provide written reports or oral advice considered important to Karman’s accounting or financial reporting decisions.

What document did Baker Tilly provide to the SEC for Karman Holdings (KRMN)?

Karman Holdings requested Baker Tilly to furnish a letter to the SEC stating whether it agrees with the company’s disclosures about the auditor change. This letter, dated June 11, 2026, is filed as Exhibit 16.1 and is intended to confirm Baker Tilly’s view of the described matters.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/11/2026 - 04:59 PM EDT Learn about SEC filing dates

false 0002040127 0002040127 2026-06-10 2026-06-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 10, 2026

Karman Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-42520		85-2660232
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5351 Argosy Avenue

Huntington Beach, California 92649

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code:

(714) 898-9951

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value		KRMN		New York Stock Exchange

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 4.01 Changes in Registrant’s Certifying Accountant.

On June 10, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of Karman Holdings Inc. (the “Company”) approved the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

On June 10, 2026, the Audit Committee of the Company also approved the dismissal of Baker Tilly US, LLP (“Baker Tilly”) as the Company’s independent registered public accounting firm.

The audit report of Baker Tilly on the Company’s financial statements as of December 31, 2025 and December 31, 2024, did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, during the two most recent fiscal years ended December 31, 2025 and 2024, and the subsequent interim period through June 10, 2026, there were no (i) “disagreements,” within the meaning of Item 304(a)(1)(iv) of Regulation S-K and related instructions thereto, with Baker Tilly on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Baker Tilly, would have caused it to make a reference in connection with their opinion to the subject matter of the disagreement; or (ii) “reportable events,” within the meaning of Item 304(a)(1)(v) of Regulation S-K and related instructions thereto, other than the material weaknesses in internal control over financial reporting, which have been previously disclosed in Part II. Item 9A of the Company’s Annual Report on Form 10-K for the years ended December 31, 2025 and 2024, and in Part I. Item 4 of the Company’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025, June 30, 2025 and September 30, 2025.

The following entity-level material weaknesses existed as of December 31, 2025 and December 31, 2024:

• The Company did not fully maintain components of the COSO framework, including elements of the control environment, risk assessment, control activities, information and communication and monitoring activities components, relating to (i) sufficiency of processes related to identifying and analyzing risks to the achievement of objectives, including technology, across the entity, (ii) developing general control activities over technology to support the achievement of objectives across the entity, (iii) sufficiency of selecting and developing control activities that contribute to the mitigation of risks to the achievement of objectives to acceptable levels, and (iv) sufficiency of monitoring activities to ascertain whether the components of internal control are present and functioning.

The entity-level material weaknesses contributed to other material weaknesses within our system of internal control over financial reporting as follows:

• The Company did not design and maintain effective information technology general controls for certain information systems supporting its key financial reporting processes. Specifically, the Company did not design and maintain sufficient change management, security, operations, and system development controls for management-identified in-scope on-premise applications and vendor-supported applications; and

• The Company did not design and maintain effective process-level controls for all significant business process cycles.

During the two most recent fiscal years, ended December 31, 2025 and December 31, 2024, and the subsequent interim period through June 10, 2026, neither the Company nor anyone on the Company’s behalf consulted PwC regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report or oral advice was provided to the Company by PwC that PwC concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or a reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.

The Company provided Baker Tilly with a copy of the foregoing disclosures prior to the filing of this Current Report on Form 8-K and requested that Baker Tilly furnish a letter addressed to the Commission, a copy of which is attached hereto as Exhibit 16.1, stating whether it agrees with such disclosures, and, if not, stating the respects in which it does not agree.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
16.1		Letter from Baker Tilly US LLP to the SEC, dated June 11, 2026.
104		Cover Page Interactive Data File (formatted as Inline XBRL).

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
		Mike Willis
		Chief Financial Officer

Date: June 11, 2026

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-16.1 EX-16.1 1.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB