Karman CEO granted 99,937 RSUs in equity award

RAMBEAU JON reported acquisition or exercise transactions in this Form 4 filing.

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Form Type

Rhea-AI Filing Summary

RAMBEAU JON reported acquisition or exercise transactions in this Form 4 filing.

Karman Holdings Inc. reported that Chief Executive Officer Jon Rambeau received an equity grant totaling 99,937 shares of Common Stock in the form of Restricted Stock Units (RSUs). These awards are compensation-related and were granted at a price of $0.00 per share.

The grant includes 25,728 RSUs under the company’s long term incentive program, vesting in three equal annual installments beginning on February 20, 2027. An additional one-time hiring grant of 74,209 RSUs will vest in full on March 16, 2029. After this grant, Rambeau holds 99,937 shares directly.

Insider Trade Summary

Grant/Award: 99,937 shares

Grant/Award 1 txn

Insider RAMBEAU JON

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	99,937	$0.00	$0.00

Holdings After Transaction: Common Stock — 99,937 shares (Direct)

Footnotes (2)

F1. With respect to 25,728 shares, represents the Reporting Person's grant of a Restricted Stock Unit (RSU) award under the Issuer's long term incentive program. Each of these RSUs represents a contingent right to receive one share of the Common Stock upon settlement. Such shares will vest in three equal annual installments beginning on February 20, 2027.
F2. With respect to 74,209 shares, represents the Reporting Person's one-time grant of a Restricted Stock Unit (RSU) award in connection with his hiring. Each of these RSUs represents a contingent right to receive one share of the Common Stock upon settlement. Such shares will vest in full on March 16, 2029.

Key Figures

Total RSUs granted: 99,937 shares Long-term incentive RSUs: 25,728 shares One-time hiring RSUs: 74,209 shares +4 more

7 metrics

Total RSUs granted 99,937 shares Common Stock RSU awards to CEO on May 21, 2026

Long-term incentive RSUs 25,728 shares RSU award under long term incentive program

One-time hiring RSUs 74,209 shares RSU award in connection with hiring

Grant price $0.00 per share Compensation-related RSU grant, non-cash

Shares after transaction 99,937 shares Total common shares held directly after grant

Incentive RSU vesting start February 20, 2027 Three equal annual installments begin

Hiring RSU vesting date March 16, 2029 One-time hiring grant vests in full

Key Terms

Restricted Stock Unit (RSU), long term incentive program, contingent right to receive one share, vest in three equal annual installments, +1 more

5 terms

Restricted Stock Unit (RSU) financial

"represents the Reporting Person's grant of a Restricted Stock Unit (RSU) award"

A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.

long term incentive program financial

"RSU award under the Issuer's long term incentive program"

A long term incentive program is a multi-year pay plan that gives key employees stock, stock options or cash rewards only if the company meets predefined performance goals or the employees stay with the company. It matters to investors because it aligns managers’ decisions with shareholder interests, affects future earnings through compensation costs and potential share dilution, and signals how leadership is being motivated to grow the business—like a multi-year bonus tied to the company’s scoreboard.

vest in three equal annual installments financial

"Such shares will vest in three equal annual installments"

one-time grant financial

"represents the Reporting Person's one-time grant of a Restricted Stock Unit"

FAQ

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

What did KRMN CEO Jon Rambeau report in this Form 4 filing?

Karman Holdings CEO Jon Rambeau reported receiving 99,937 Restricted Stock Units as equity compensation. The award combines a long-term incentive grant and a one-time hiring grant, both settling in common shares upon vesting over future years.

How many Karman Holdings (KRMN) RSUs were granted to the CEO?

Jon Rambeau received 99,937 Restricted Stock Units tied to Karman Holdings common stock. This consists of 25,728 RSUs under the long term incentive program and 74,209 RSUs as a one-time hiring grant, all at a grant price of $0.00 per share.

When do Jon Rambeau’s KRMN long term incentive RSUs vest?

The 25,728 RSUs granted under Karman Holdings’ long term incentive program vest in three equal annual installments. Vesting begins on February 20, 2027, with one-third vesting each year thereafter, contingent on continued satisfaction of the award’s conditions.

What are the vesting terms of Jon Rambeau’s one-time hiring RSU grant at KRMN?

The one-time hiring grant of 74,209 Restricted Stock Units will vest in full on March 16, 2029. Each RSU represents a contingent right to receive one share of Karman Holdings common stock upon settlement, subject to the award’s vesting conditions.

How many Karman Holdings shares does the CEO hold after this RSU grant?

Following the reported grant, Jon Rambeau holds 99,937 shares of Karman Holdings common stock directly. This figure reflects the total number of shares beneficially owned after the compensation-related RSU awards recorded in this Form 4 filing.

Is Jon Rambeau’s KRMN Form 4 transaction an open-market purchase or sale?

The Form 4 reports a grant of 99,937 Restricted Stock Units as compensation, not an open-market purchase or sale. The transaction code “A” indicates a grant or award acquisition at a price of $0.00 per share, rather than a market trade.

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

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Accepted by SEC EDGAR 05/26/2026 - 09:02 PM EDT

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RAMBEAU JON

(Last)

(First)

(Middle)

C/O KARMAN HOLDINGS INC.

5351 ARGOSY AVENUE

(Street)

HUNTINGTON BEACH

CALIFORNIA

92649

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Karman Holdings Inc. [ KRMN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/21/2026		A		99,937⁽¹⁾⁽²⁾	A	$0	99,937	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. With respect to 25,728 shares, represents the Reporting Person's grant of a Restricted Stock Unit (RSU) award under the Issuer's long term incentive program. Each of these RSUs represents a contingent right to receive one share of the Common Stock upon settlement. Such shares will vest in three equal annual installments beginning on February 20, 2027.

2. With respect to 74,209 shares, represents the Reporting Person's one-time grant of a Restricted Stock Unit (RSU) award in connection with his hiring. Each of these RSUs represents a contingent right to receive one share of the Common Stock upon settlement. Such shares will vest in full on March 16, 2029.

	/s/ Mike Willis, Attorney-in-Fact	05/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR