[8-K] Karman Holdings Inc. Reports Material Event

Rhea-AI Filing Summary

Karman Holdings Inc. entered a Second Amendment to its Credit Agreement, adding an incremental term loan of $130,000,000. The company may use proceeds to repay outstanding revolving credit loans, for working capital and other general corporate purposes, including acquisitions, and to pay related fees and expenses.

Karman also signed a Securities Purchase Agreement to acquire Five Axis Industries Inc. for $83,000,000 in cash plus 68,625 shares of common stock, subject to customary closing adjustments. A press release announcing this transaction was furnished as an exhibit.

Insights

Capital structure and M&A analyst

$130M term loan added; cash-and-stock deal for Five Axis.

Karman Holdings secured an incremental term loan of $130,000,000, which can be applied to repay revolving borrowings, support working capital, and finance corporate purposes, including acquisitions. This shifts near-term liquidity from revolver draws to term debt and clarifies permitted uses.

The company agreed to acquire Five Axis Industries Inc. for $83,000,000 in cash plus 68,625 shares, with customary closing adjustments. The mixed consideration limits all-cash outlay while introducing a modest share component.

Key dependencies include closing the acquisition on agreed terms and executing the stated uses of the term loan. Subsequent disclosures may detail final closing adjustments and any revolver repayment amounts.

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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): October 24, 2025

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)		(I.R.S. Employer Identification Number)

5351 Argosy Avenue, Huntington Beach, CA 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On October 24, 2025, Karman Holdings Inc. (the “Company”) entered into that certain Second Amendment to Credit Agreement (the “Credit Agreement Amendment”) which amends that certain Credit Agreement, dated as of April 1, 2025, (as amended by that certain First Amendment to Credit Agreement, dated as of May 27, 2025 and as further amended by the Credit Agreement Amendment, the “Credit Agreement”) by and among the Company, Citibank, N.A. (“Citibank”), and the other parties thereto. The Credit Agreement Amendment provides for an incremental term loan in the aggregate original principal amount of $130,000,000 (the “Incremental Term Loan”). The Company anticipates using the proceeds of the Incremental Term Loan to repay outstanding revolving credit loans under the Credit Agreement, for working capital and other general corporate purposes (including, without limitation, acquisitions and other investments) and for the payment of any fees, commissions and expenses associated therewith.

The foregoing description of the Credit Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Credit Agreement Amendment, a copy of which is attached hereto and filed as Exhibit 10.1 and incorporated herein by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

Please see Item 1.01 above, which information is incorporated by reference into this Item 2.03.

ITEM 7.01 REGULATION FD DISCLOSURE.

On October 30, 2025, the Company issued a press release announcing its entry into the transaction described below in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth therein.

ITEM 8.01 OTHER EVENTS.

On October 28, 2025, the Company entered into a Securities Purchase Agreement (the “Agreement”) under which a wholly-owned subsidiary of the Company has agreed to purchase Five Axis Industries Inc. (“Five Axis”), for $83,000,000 in cash and 68,625 shares of common stock of the Company, subject to the satisfaction or waiver of certain customary closing adjustments. The Agreement contains customary representations, warranties and covenants of the parties.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number		Description
10.1		Second Amendment to Credit Agreement, dated as of October 24, 2025, by and among the Company, Citibank, N.A. and the parties thereto.
99.1		Press Release dated October 30, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: October 30, 2025

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FAQ

What financing did KRMN announce in the 8-K?

Karman added an incremental term loan with an original principal amount of $130,000,000 under its amended Credit Agreement.

How will KRMN use the $130,000,000 term loan proceeds?

The company may repay outstanding revolving credit loans, fund working capital and other general corporate purposes (including acquisitions), and pay related fees and expenses.

What are the terms of KRMN’s Five Axis acquisition?

Karman agreed to purchase Five Axis Industries Inc. for $83,000,000 in cash plus 68,625 shares of common stock, subject to customary closing adjustments.

Who are the key lending parties in KRMN’s credit agreement?

The agreement is among the company, Citibank, N.A., and other parties thereto.

Did KRMN issue a press release about the transaction?

Yes. A press release announcing the transaction was furnished as Exhibit 99.1.

What is the effective date of the credit amendment?

The Second Amendment to the Credit Agreement is dated October 24, 2025.

When did KRMN enter the acquisition agreement?

The Securities Purchase Agreement was signed on October 28, 2025.