Karman Holdings (NYSE: KRMN) finances Seemann and MSC deal with larger, lower-cost term loan

Rhea-AI Filing Summary

Karman Holdings Inc. amended its Credit Agreement and completed a significant acquisition. The company refinanced existing term loans totaling $502,800,000, cutting the interest rate by 75 basis points to SOFR plus 2.75%, and lowered pricing on its revolving credit facility by the same 75 basis points, with the highest leverage tier now at SOFR plus 2.50%.

After refinancing, Karman increased its term loans by $265,000,000 for total term loan principal of $767,800,000. It used the additional borrowing to fund the acquisition of Seemann Composites, LLC and Materials Sciences LLC for $210,000,000.00 in cash plus shares of its common stock valued at $10,000,000.00, as well as to bolster working capital, liquidity and pay related transaction costs. Management expects the Seemann and MSC businesses to be immediately accretive in 2026 to revenue growth, funded backlog, EBITDA, earnings per share and cash flow, and has created a new “Maritime Defense Systems” end market around these assets.

Insights

Credit and M&A analyst

Leveraged acquisition boosts scale, lowers borrowing costs but raises debt load.

Karman Holdings refinanced $502,800,000 of term loans, cutting the margin by 75 basis points to SOFR plus 2.75%, and similarly reduced revolving facility pricing, directly lowering interest expense on existing debt. This improves the cost of capital while keeping core credit terms otherwise unchanged.

After refinancing, the company upsized its term loans by $265,000,000 to a total of $767,800,000, using the proceeds to fund the Seemann Composites and Materials Sciences acquisition, increase working capital and cover fees. Purchase consideration totals $210,000,000.00 in cash plus common stock valued at $10,000,000.00, indicating a meaningful, debt-financed deal.

Management states the acquisitions are expected to be immediately accretive in 2026 to revenue growth, funded backlog, EBITDA, earnings per share and cash flow, and to support a new Maritime Defense Systems end market. Actual results will depend on successful integration of Seemann and MSC and on defense program demand over the period through the targeted integration completion by the end of 2026.

false 0002040127 0002040127 2025-12-31 2025-12-31

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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On February 2, 2026, Karman Holdings Inc. (the “Company”) entered into a Third Amendment to its Credit Agreement (the “Third 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 and Second Amendment to Credit Agreement, dated as of October 24, 2025) 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 Third Amendment, the Company (i) refinanced its existing term loans in an aggregate principal amount of $502,800,000 to reduce the interest rate applicable thereto by 75 basis points to SOFR plus 2.75% and (ii) reduced the interest rate applicable to its revolving credit facility by 75 basis points for each level of its leverage-based pricing grid, the highest of such levels being set at SOFR plus 2.50%. In addition, following the refinancing of the existing term loans, the Company increased the principal amount of its term loans by $265,000,000, for a total principal amount of $767,800,000. The Company used the proceeds from the increase in the term loans to fund the Acquisition (see Item 8.01) as well as to provide additional working capital and liquidity to the Company and to pay related fees, commissions and expenses associated with the Third Amendment.

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

On February 5, 2026, 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.

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 agreed to purchase Seemann Composites, LLC and Materials Sciences LLC (together, the “Company Group”), for (i) $210,000,000.00 in cash and (ii) shares of common stock of the Company with an aggregate value equal to $10,000,000.00, subject to certain customary purchase price adjustments (the “Acquisition”).

On February 3, 2026, the Company completed the Acquisition pursuant to the Agreement (the “Closing”), and the Company indirectly acquired all of the outstanding capital stock of the Company Group in exchange for the consideration described above. 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		THIRD AMENDMENT TO CREDIT AGREEMENT
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: February 6, 2026				By:		/s/ Mike Willis
						Mike Willis Chief Financial Officer

Exhibit 99.2

KARMAN SPACE & DEFENSE COMPLETES ACQUISITION OF SEEMANN COMPOSITES AND MSC, INCREASES INCREMENTAL TERM LOAN

FEBRUARY 5, 2026

• Seemann Composites (“Seemann”) and MSC combine with Karman’s existing maritime programs to form Karman’s Maritime Defense Systems (MDS) end market, broadening Karman’s scope, from deep sea to deep space

• The transaction significantly expands Karman’s exposure to the Department of War’s highest priority naval programs, including submarine, USV/UUV and tactical surface vessels, which provides access to accelerated long-term growth and visibility to drive shareholder value

• The acquisitions are expected to be immediately accretive to Karman in 2026 across major financial metrics, including revenue growth, funded backlog, EBITDA, earnings per share, and cash flow

• Karman also closed an amendment to its credit agreement to increase its incremental term loan to $767.8 million while reducing the associated interest rate by 75 basis points to SOFR plus 2.75%

HUNTINGTON BEACH, Calif.—(BUSINESS WIRE)— Karman Space & Defense (“Karman,” “Karman Holdings Inc.” or “the Company”) (NYSE: KRMN), 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 (“DOW”) core mission priorities and the nation’s accelerating demand for access to space, announced the closing of its previously announced agreement to acquire Seemann Composites and MSC on February 3, 2026, creating a multi-domain leader in critical sub-systems for key space and defense programs.

In connection with the transaction, the Company amended its credit agreement to increase its incremental term loan to $767.8 million. The Company used the proceeds from the amendment to fund the acquisition of Seemann and MSC and provide additional working capital and liquidity to the Company, while also reducing its interest rate by 75 basis points to SOFR plus 2.75%.

“We are delighted to welcome the talented employees of Seeman Composites and MSC to the Karman team where, together, we can deliver advanced solutions across all domains with greater speed, agility and scale than ever before,” said Tony Koblinski, chief executive officer. “As an all-domain solutions provider, Karman now offers unique, IP-enabled solutions for critical space and defense systems operating in extreme environments ranging from the high pressure of the deep ocean to the searing heat of atmospheric re-entry. Our expanded portfolio of intellectual property incorporating advanced metallics, energetics, composites and resins gives us the ability to design our solutions to customer requirements and produce at scale to support mission success.”

Karman expects the acquisitions to expand its access to multi-decade, high priority, funded U.S. Navy programs and to be immediately accretive in 2026 to revenue growth, funded backlog, EBITDA, earnings per share and cash flow. Karman further anticipates that as a result of the acquisitions it will maintain its position at the upper echelon of Adjusted EBITDA margins among defense technology companies.

Based on the acquisitions, Karman has established a fourth end market, “Maritime Defense Systems,” which will include revenue from Seemann, MSC and the Company’s ongoing maritime projects. Karman’s other end markets are Hypersonics and Strategic Missile Defense, Tactical Missiles and Integrated Defense Systems and Space & Launch. Sid Charbonnet, president of Seemann and MSC, has joined the Company’s leadership team.

Seemann and MSC, based in Gulfport, Mississippi, and Horsham, Pennsylvania, respectively, have a combined 95 years in business and deliver mission-critical technologies and systems to the U.S. Navy, building on decades of proven performance across multiple high-priority DOW programs. The Seemann and MSC teams design, test, qualify and manufacture integrated advanced materials and acoustic coatings, along with propulsion systems, that enhance system-level performance for submarines, surface vessels and autonomous maritime platforms. With the engineering talent, demonstrated performance and scaled manufacturing capabilities required to take a product from concept to production and sustainment, Seemann and MSC strengthen Karman’s vertically integrated platform, particularly in advanced materials, to better serve customers across its end markets.

The Company expects to complete the integration of Seeman and MSC by the end of 2026.

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, we deliver 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. For more information, visit our website, www.karman-sd.com.

Non-GAAP Supplemental Information

Adjusted EBITDA refers to EBITDA plus, as applicable for each period, adjustments for certain items management believes are not indicative of ongoing operations. Adjusted EBITDA excludes non-cash share-based compensation expenses. Additionally, Adjusted EBITDA excludes certain nonrecurring costs that management excludes in contemplation of budget decisions and are not costs of operating the business, such as entity wide re-branding initiatives or acquisition integration costs, and lender and administrative agent fees associated with one-off amendments. Lastly, Adjusted EBITDA excludes other non-recurring costs including gains or losses from disposition of assets, non-cash impairment losses, non-recurring transaction expenses and other charges or gains that the Company believes are not part of the ongoing operations of its business. The resulting expense or benefit from these other non-recurring costs is inconsistent in amount and frequency.

Safe Harbor Statement

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. We intend 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,” “anticipate,” “may,” “could,” “intend,” “belief,” “plan,” “estimate,” “target,” “predict,” “likely,” “seek,” “project,” “model,” “ongoing,” “will,” “should,” “forecast,” “outlook” or similar terminology. These statements are based on and reflect our current expectations, estimates, assumptions and/or projections, our perception of historical trends and current conditions, as well as other factors that we believe 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 our actual results to differ materially from those indicated by those statements. There can be no assurance that our expectations, estimates, assumptions and/or projections, including with respect to the future earnings and performance or capital structure of Karman, will prove to be correct or that any of our expectations, estimates or projections will be achieved.

Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation, unforeseen challenges in integrating the Seemann and MSC businesses into Karman and realizing the anticipated financial, operational and strategic benefits of the transaction; a significant portion of revenue from our existing and the newly acquired businesses 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; our business and operations expose us to numerous legal and regulatory requirements, and any violation of these requirements could materially adversely affect our business, results of operations, prospects and financial condition; our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete; and we have in the past consummated acquisitions and intend to continue to pursue acquisitions, and our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations. Readers and/or attendees are directed to the risk factors identified in the filings we make 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 our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable law.

For additional media and information, please follow us:

LinkedIn

X

Instagram

YouTube

Investor inquiries:

Steven Gitlin

investors@karman-sd.com

Media inquiries:

press@karman-sd.com

Source: Karman Space & Defense

FAQ

What acquisition did Karman Holdings (KRMN) complete in February 2026?

Karman Holdings completed the acquisition of Seemann Composites, LLC and Materials Sciences LLC on February 3, 2026. The deal combines their advanced materials and maritime technologies with Karman’s space and defense platform, creating a multi-domain provider of critical sub-systems for key U.S. defense and space programs.

How much did Karman Holdings (KRMN) pay for Seemann Composites and Materials Sciences?

Karman agreed to acquire Seemann Composites and Materials Sciences for $210,000,000.00 in cash plus shares of its common stock valued at $10,000,000.00. The final purchase price is subject to customary purchase price adjustments defined in the Securities Purchase Agreement.

How did Karman Holdings (KRMN) finance the Seemann and MSC acquisition?

Karman amended its Credit Agreement, refinancing $502,800,000 of existing term loans at a rate reduced by 75 basis points to SOFR plus 2.75%, then increasing total term loan principal to $767,800,000. The incremental $265,000,000 funded the acquisition, boosted working capital and covered related fees and expenses.

What interest rate changes did Karman Holdings (KRMN) secure in its Third Amendment?

The Third Amendment reduced the interest rate on Karman’s term loans by 75 basis points to SOFR plus 2.75%. It also lowered the revolving credit facility’s leverage-based pricing grid by 75 basis points per level, with the highest level now set at SOFR plus 2.50%.

How does Karman Holdings (KRMN) expect the Seemann and MSC acquisition to impact results?

Karman expects the Seemann and MSC acquisition to be immediately accretive in 2026 to revenue growth, funded backlog, EBITDA, earnings per share and cash flow. The company also anticipates maintaining a position at the upper echelon of Adjusted EBITDA margins among defense technology companies.

What new end market did Karman Holdings (KRMN) create after the acquisition?

Based on the Seemann and MSC acquisition, Karman established a new “Maritime Defense Systems” end market. This segment will include revenue from Seemann, MSC and Karman’s existing maritime projects, complementing its Hypersonics and Strategic Missile Defense, Tactical Missiles and Integrated Defense Systems, and Space & Launch markets.