Karman Holdings (NYSE: KRMN) plans cash and stock deal for Seemann Composites

Rhea-AI Filing Summary

Karman Holdings Inc. has agreed to acquire Seemann Composites, LLC and Materials Sciences LLC through a wholly owned subsidiary. Under a Securities Purchase Agreement signed on December 31, 2025, the company will pay $210,000,000 in cash and issue shares of its common stock with an aggregate value of $10,000,000, with the final amount subject to customary purchase price adjustments. The deal will close only after customary closing conditions are met, including expiration or termination of any required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act. Karman describes the agreement as including customary representations, warranties and covenants between the parties.

Insights

M&A and Capital Allocation Analyst

Karman is pursuing a cash-and-stock acquisition of two composite materials businesses.

Karman Holdings Inc. entered a Securities Purchase Agreement to buy Seemann Composites, LLC and Materials Sciences LLC for $210,000,000 in cash plus common stock valued at $10,000,000. The transaction is structured through a wholly owned subsidiary, which is a common approach to ring‑fence assets and liabilities.

The agreement is labeled as having customary representations, warranties and covenants, and is subject to typical closing conditions. A key condition is expiration or termination of any waiting period under the Hart‑Scott‑Rodino Antitrust Improvements Act of 1976, meaning regulatory review must be cleared before closing.

The company also furnished a press release describing the transaction, indicating it views the acquisition of Seemann Composites and Materials Sciences as strategically noteworthy. Actual financial impact will depend on how these businesses perform once the deal closes and how integration progresses after December 31, 2025.

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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): December 31, 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)	(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

(Former Name or Former Address, if Changed Since Last Report)

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 7.01 Regulation FD Disclosure.

On January 7, 2026, Karman Holdings Inc. (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 December 31, 2025, the Company entered into a Securities Purchase Agreement (the “Agreement”) under which a wholly-owned subsidiary of the Company has agreed to purchase Seemann Composites, LLC and Materials Sciences LLC (together, the “Company Group”), for $210,000,000 in cash and shares of common stock of the Company with an aggregate value equal to $10,000,000, subject to certain customary purchase price adjustments. The closing of the transaction is subject to the satisfaction or waiver of customary closing conditions, including the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Agreement contains customary representations, warranties and covenants of the parties.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number		Description
99.1		Press Release dated January 7, 2026
99.2		Karman Space & Defense Acquires Seemann Composites and Material Sciences
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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.
Date:	January 7, 2026	By:	/s/Mike Willis
			Mike Willis Chief Financial Officer

FAQ

What acquisition did Karman Holdings Inc. (KRMN) announce?

Karman Holdings Inc. announced that a wholly owned subsidiary has agreed to acquire Seemann Composites, LLC and Materials Sciences LLC under a Securities Purchase Agreement.

How much is Karman Holdings paying for Seemann Composites and Materials Sciences?

The consideration includes $210,000,000 in cash and shares of Karman common stock with an aggregate value equal to $10,000,000, subject to customary purchase price adjustments.

What conditions must be met before Karman’s acquisition of Seemann Composites and Materials Sciences can close?

The closing is subject to customary closing conditions, including expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

When did Karman Holdings sign the agreement to acquire Seemann Composites and Materials Sciences?

The Securities Purchase Agreement was signed on December 31, 2025.

How did Karman Holdings communicate this acquisition to the market?

Karman Holdings issued a press release on January 7, 2026, which was furnished as Exhibit 99.1, and referenced an exhibit titled “Karman Space & Defense Acquires Seemann Composites and Material Sciences.”

Does the agreement include any special provisions beyond typical M&A terms?

The company states that the Agreement contains customary representations, warranties and covenants of the parties, without describing any additional special provisions in the provided text.