STOCK TITAN

KARMAN HLDGS INC 8-K Filings

KRMN NYSE

Every 8-K that KARMAN HLDGS INC (KRMN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow KRMN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full KRMN filings page.

Rhea-AI 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.

Rhea-AI Summary

Karman Holdings Inc. (KRMN) announced a planned chief financial officer transition. Chris Boynton has been appointed Executive Vice President and Chief Financial Officer, with his employment beginning on September 14, 2026. Current CFO Mike Willis will step down as CFO on the same date and depart by year-end following a phased transition.

Under his offer letter, Boynton will receive an annual base salary of $750,000, a $500,000 one-time sign-on bonus, and is eligible for an annual cash incentive with a target of 100% of base salary and a stretch target of 150% of base salary, with the 2026 bonus prorated from his start date. Beginning in 2027, subject to board approval, he will be eligible for annual equity awards under the long-term incentive plan with a target grant-date value equal to 300% of base salary. His initial 2026 long-term incentive grant will be 37,860 shares, delivered 70% in performance stock units and 30% in restricted stock units.

The offer letter provides severance protections: upon a qualifying termination without cause or for good reason, Boynton is entitled to cash severance equal to 100% of base salary plus target bonus, paid over 12 months, subject to a release and restrictive covenants. If such a termination occurs within 12 months after a change in control, he is entitled to cash severance equal to 18 months of base salary, payable in a lump sum, plus 100% of target annual bonus. The company stated there are no related-party transactions or family relationships requiring disclosure.

Rhea-AI Summary

Karman Holdings Inc. reported record second quarter fiscal 2026 results, with revenue of $182.1 million, up 58.2% year over year on 24.4% organic growth. Net income rose to $14.0 million, up 106.1%, with diluted EPS of $0.11. Non-GAAP adjusted EBITDA reached $54.6 million, up 54.7%, and adjusted EPS was $0.14.

Growth was broad-based across hypersonics and strategic missile defense, space and launch, tactical missiles and maritime defense, supporting a record $1.3 billion backlog and quarterly bookings of nearly $500 million. The company agreed to acquire Walker Precision Engineering for approximately $94 million and completed a debt repricing expected to reduce annual interest expense by approximately $4 million.

For full-year 2026, Karman raised its outlook to revenue between $730 million and $745 million and non-GAAP adjusted EBITDA between $215.0 million and $222.5 million, excluding the impact of future acquisitions.

Rhea-AI Summary

Karman Holdings Inc. entered into a Fifth Amendment to its Credit Agreement with Citibank, N.A., as Administrative Agent and Collateral Agent, on August 3, 2026. The company refinanced existing term loans with an aggregate principal amount of $763,961,000, reducing the interest rate on those loans by 50 basis points to SOFR plus 2.25%.

The amendment also lowers pricing on the revolving credit facility by 50 basis points at each level of its leverage-based pricing grid, with the highest level now set at SOFR plus 2.00%. Except for these pricing changes, the other terms and conditions of the Credit Agreement remain in place as previously disclosed.

Rhea-AI 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.

Rhea-AI Summary

Karman Holdings Inc. disclosed that selling stockholders priced a secondary underwritten public offering of 14,000,000 shares of common stock at $61.00 per share, with underwriters holding a 30-day option for up to 2,100,000 additional shares. All gross proceeds of about $854,000,000 go to the selling stockholders; the company is not selling shares and will not receive proceeds. Karman agreed to a 90-day lock-up restricting additional equity sales, subject to exceptions.

The company also shared operational data indicating its “active pipeline” of business opportunities was about $3 billion as of May 25, 2026, compared with about $1 billion as of March 31, 2025. By end market, the pipeline may yield multi-year contract values of roughly $500 million in hypersonics & strategic missile defense, $700 million in tactical missiles & integrated defense, $50 million in maritime defense, and $300 million in space and launch. Karman highlights specific 2026 deals under way, including a space launch production long-term agreement of about $250 million and several additional programs totaling more than $100 million, while cautioning these figures are estimates and not final.

Rhea-AI Summary

Karman Holdings Inc. reported a record first quarter of fiscal 2026, with revenue of $151.2 million, up 51.0% year over year, driven by growth across all end markets, including the introduction of Maritime Defense Systems. Net income was $7.8 million, or $0.06 per diluted share, compared with a net loss of $4.8 million, or $(0.04), a year earlier.

Non-GAAP adjusted EBITDA reached a record $44.8 million, up 47.7%, for a 29.6% margin. Backlog was $1.0 billion, up 61% versus the prior year’s first quarter. The company raised its full-year 2026 outlook to $720–$735 million in revenue and $208.5–$219.5 million in adjusted EBITDA, reflecting expected revenue growth of 54% and adjusted EBITDA growth of 47%.

Rhea-AI Summary

Karman Holdings Inc. reported the results of its Annual Meeting of Stockholders held on April 29, 2026. As of the March 5, 2026 record date, 132,526,299 shares of common stock were outstanding and entitled to vote.

Stockholders elected directors, with Mary Petryszyn receiving 86,273,985 votes for and 94,663 votes withheld, and Stephen Twitty receiving 68,186,383 votes for and 18,182,265 votes withheld. The report was signed by Chief Financial Officer Mike Willis.

Rhea-AI Summary

Karman Holdings Inc. reported record fourth quarter and full-year 2025 results driven by strong growth across hypersonics, space and tactical missile markets. Revenue reached $134.5M in Q4, up 47.4% year over year, with net income of $7.7M, up 358%. Non-GAAP adjusted EBITDA for the quarter was $42.0M, up 59%, and backlog ended 2025 at $801.1M, up 38.2%.

For 2025, revenue rose to $471.5M, a 36.6% increase, while net income grew to $17.4M and adjusted EBITDA to $145.3M, both up roughly 37%. The company completed a $581M IPO, a $1.2B non-dilutive secondary equity offering and several acquisitions, and it raised its 2026 outlook to $715–$730M in revenue and $207–$218M in adjusted EBITDA.

Rhea-AI Summary

Karman Holdings Inc. amended its main credit agreement by entering into a Fourth Amendment with Citibank and other lenders. The amendment increases the company’s revolving credit commitments by $100,000,000, bringing total revolving commitments to $150,000,000, and removes the prior $50,000,000 cap on incremental revolving credit commitments.

Rhea-AI Summary

Karman Holdings Inc. is implementing a planned CEO transition, with long-time Chief Executive Officer Tony Koblinski retiring from the role on March 23, 2026 and remaining on the board. The board has appointed veteran defense executive Jonathan “Jon” Rambeau as the new CEO, bringing more than 30 years of experience at L3Harris and Lockheed Martin.

Rambeau’s employment agreement provides an annual base salary of $975,000, a target annual cash bonus equal to 150% of salary, and 2026 equity awards targeting at least $7,000,000. He will also receive a one-time RSU grant valued at $6,500,000 that vests after three years, plus customary severance protections, non-compete and non-interference covenants, and an indemnification agreement.

Rhea-AI 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.

Rhea-AI Summary

Karman Holdings Inc. filed a current report describing that it has issued a press release with updated financial guidance for fiscal years 2025 and 2026, accompanied by an investor webcast presentation. These materials are furnished as Exhibits 99.1 and 99.2 and are not treated as filed for liability purposes under the Exchange Act.

The company includes extensive cautionary language that its guidance and other forward-looking statements depend on assumptions and are subject to significant risks. It highlights uncertainties around closing and integrating the Seemann and MSC acquisitions, its reliance on U.S. military contracts and the federal defense budget, exposure to competitive government bidding, regulatory and legal compliance, protection of intellectual property, and its ongoing acquisition strategy.

Rhea-AI 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.

Rhea-AI Summary

Karman Holdings Inc. announced financial results for the quarter ended September 30, 2025, via a press release furnished on a current report. The press release is provided as Exhibit 99.1, with additional Third Quarter Fiscal 2025 Earnings Highlights in Exhibit 99.2.

The company states the information under Item 2.02 is furnished, not filed, under the Exchange Act. Karman’s common stock (par value $0.001) trades on the NYSE under the symbol KRMN.

Rhea-AI 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.