Karman Holdings closes $95M Walker acquisition

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.

Rhea-AI Filing Summary

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.

Positive

• Completed ~$95 million Walker acquisition adds European footprint, expanding Karman’s presence beyond the U.S. and adding customers and IP in missile seeker, guidance and control systems.
• Walker participates in more than 25 EU tactical missile, air and defense programs, giving Karman exposure to a broader international defense customer base.

Negative

• Term loan principal increased by $100,000,000 to $863,961,000, raising overall debt levels to fund the Walker acquisition and related costs.

8-K Event Classification

5 items: 1.01, 2.03, 7.01, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Increase in term loans: $100,000,000 Total original term loan principal: $863,961,000 Walker acquisition price: approximately $95 million +3 more

6 metrics

Increase in term loans $100,000,000 Principal amount increase under Sixth Amendment to Credit Agreement

Total original term loan principal $863,961,000 Term loans outstanding under the Credit Agreement after Sixth Amendment

Walker acquisition price approximately $95 million Cash consideration for Walker, subject to customary adjustments

Walker acquisition price (sterling) £70 million Sterling equivalent of Walker purchase price

EU defense programs supported by Walker more than 25 Number of EU tactical missile, air and defense programs Walker supports

Existing Karman locations in U.S. 17 locations across eight U.S. states Karman’s stated U.S. footprint before adding Walker’s European presence

Key Terms

Credit Agreement, term loans, Share Purchase Agreement, representations, warranties and covenants, +1 more

5 terms

Credit Agreement financial

"which amends the Credit Agreement, dated as of April 1, 2025"

A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.

term loans financial

"the Company increased the principal amount of its term loans"

Term loans are long-term bank or lender loans with a set repayment schedule and fixed end date, similar to a mortgage or car loan for a business. They matter to investors because they create predictable interest payments and principal obligations that affect a company’s cash flow, credit risk and capacity to fund growth or return money to shareholders; heavier or expensive term loans can raise default risk and reduce future flexibility.

Share Purchase Agreement financial

"The Share Purchase Agreement for the acquisition contains customary"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

representations, warranties and covenants financial

"contains customary representations, warranties and covenants of the parties"

mission-critical challenges technical

"solutions to solve mission-critical challenges"

FAQ

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

What major financing action did KRMN take in this 8-K?

Karman Holdings Inc. increased the principal amount of its term loans by $100,000,000 under a Sixth Amendment to its Credit Agreement, resulting in a total original term loan principal amount of $863,961,000. The company states it will use the proceeds to fund the Walker acquisition and related costs.

How much did KRMN pay to acquire Walker Precision Engineering?

Karman completed the acquisition of Walker Precision Engineering for approximately $95 million, or £70 million, in cash, subject to customary adjustments. The purchase was made through a wholly owned subsidiary under a Share Purchase Agreement with customary terms.

When did KRMN close the Walker acquisition disclosed in this 8-K?

Karman closed the Walker Precision Engineering acquisition on August 28, 2026. The transaction had been previously announced and was completed in cash, subject to customary purchase price adjustments, through a wholly owned subsidiary of Karman.

What strategic benefits does KRMN describe from acquiring Walker?

Karman states that acquiring Walker provides a European footprint in addition to its 17 locations across eight U.S. states, and that Walker’s customers, advanced intellectual property and technology are a highly complementary fit, enhancing solutions for mission-critical defense challenges.

What does Walker contribute to KRMN’s defense program exposure?

Walker’s advanced products support missile seekers, guidance systems and control systems on more than 25 EU tactical missile, air and defense programs for prime contractors, which Karman indicates extends the combined company’s reach across global defense markets.

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

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Available on EDGAR 08/28/2026 - 04:16 PM EDT Accepted by SEC EDGAR 08/28/2026 - 04:15 PM EDT Learn about SEC filing dates

false 0002040127 0002040127 2026-08-26 2026-08-26

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): August 26, 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)		(I.R.S. Employer Identification Number)

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 1.01 Entry Into a Material Definitive Agreement.

On August 26, 2026, Karman Holdings Inc. (the “Company”) entered into a Sixth Amendment to its Credit Agreement (the “Sixth Amendment”), which amends the Credit Agreement, dated as of April 1, 2025 (as amended by the First Amendment to Credit Agreement, dated as of May 27, 2025, the Second Amendment to Credit Agreement, dated as of October 24, 2025, the Third Amendment to Credit Agreement, dated as of February 2, 2026, the Fourth Amendment to Credit Agreement, dated as of March 9, 2026 and the Fifth Amendment to Credit Agreement, dated as of August 3, 2026) by and among the Company, Citibank, N.A., as Administrative Agent and Collateral Agent (“Citibank”), and the other parties thereto (as amended, the “Credit Agreement”).

Under the terms of the Sixth Amendment, the Company increased the principal amount of its term loans by $100,000,000, for a total original principal amount of $863,961,000. The Company will use the proceeds from the increase in the term loans to fund the previously announced Walker Precision Engineering (“Walker”) transaction, and to pay related fees, commissions and expenses associated with the Sixth Amendment.

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

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

The information contained in this Item 7.01 shall be considered “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act 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 SEC, 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 August 28, 2026, the Company, through its wholly owned subsidiary, completed its previously announced acquisition of Walker for approximately $95 million or £70 million in cash, subject to customary adjustments. The Share Purchase Agreement for the acquisition contains customary representations, warranties and covenants of the parties.

Walker’s advanced products support missile seekers, guidance systems and control systems on more than 25 EU tactical missile, air and defense programs for prime contractors whose reach extends around the globe.

The acquisition accelerates the Company’s expansion beyond the United States, providing a European footprint from which to add to its 17 locations across eight U.S. states. Walker’s customers, advanced IP and technology represent a highly complementary fit with the Company’s, providing the combined customer base with an enhanced set of solutions to solve mission-critical challenges.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
10.1		SIXTH AMENDMENT TO CREDIT AGREEMENT
104		Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

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.
Date: August 28, 2026				By:		/s/ Jon Rambeau
						Jon Rambeau
						Chief Executive Officer

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 42.3 KB

Other Documents

• 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