Karman Holdings (KRMN) CFO receives 689 RSU award and reports 859,709 indirect shares

Rhea-AI Filing Summary

Karman Holdings Inc. Chief Financial Officer Michael Willis reported an equity compensation grant and his updated share holdings. He received a grant of 689 Restricted Stock Units (RSUs) of common stock under the company’s long term incentive program, with no cash price per share.

Each RSU represents a contingent right to receive one share of common stock upon settlement. The RSUs will vest in three equal annual installments beginning on February 20, 2027, encouraging longer-term retention. After this grant, Willis holds 689 shares directly linked to this award and 859,709 common shares indirectly through the Sundowner Trust, where he is the primary beneficiary. The filing reflects a compensation-related acquisition rather than an open-market stock purchase or sale.

Insights

Equity compensation analyst

CFO receives modest RSU grant as part of routine long-term incentive pay.

Chief Financial Officer Michael Willis acquired 689 RSUs of Karman Holdings common stock as a compensation award, not an open-market purchase. The award carries a three-year vesting schedule starting on February 20, 2027, aligning incentives with longer-term company performance.

He also reports 859,709 common shares held indirectly via the Sundowner Trust, where he is the primary beneficiary, plus the 689 directly held shares from this grant. Given the small size of the award and absence of any stock sales, this filing appears routine and not thesis-changing for investors.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Willis Michael

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	689	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 689 shares (Direct, null); Common Stock — 859,709 shares (Indirect, See Footnote)

Footnotes (1)

1. The shares represent 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. Shares are directly held by Sundowner Trust u/t/a dated November 11, 2024, of which Mike Willis is the primary beneficiary.

Key Figures

RSU grant size: 689 RSUs RSU vesting start date: February 20, 2027 Indirect common shares: 859,709 shares +1 more

4 metrics

RSU grant size 689 RSUs Restricted Stock Unit award to CFO Michael Willis

RSU vesting start date February 20, 2027 Three equal annual installments beginning on this date

Indirect common shares 859,709 shares Common stock held indirectly via Sundowner Trust

Direct common shares after grant 689 shares Direct holdings following RSU award settlement structure

Key Terms

Restricted Stock Unit (RSU), long term incentive program, contingent right, indirect ownership

4 terms

Restricted Stock Unit (RSU) financial

"The shares represent the Reporting Person's grant of a Restricted Stock Unit (RSU) award under the Issuer's long term incentive program."

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

"The shares represent the Reporting Person's grant of a Restricted Stock Unit (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.

contingent right financial

"Each of these RSUs represents a contingent right to receive one share of the Common Stock upon settlement."

indirect ownership financial

"Shares are directly held by Sundowner Trust ... of which Mike Willis is the primary beneficiary."

Form 4 Insider Transactions: What Each Field Means →

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^*

Willis Michael

(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 Financial 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/21/2026		A		689(1)	A	$0	689	D
Common Stock								859,709	I	See Footnote(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The shares represent 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. Shares are directly held by Sundowner Trust u/t/a dated November 11, 2024, of which Mike Willis is the primary beneficiary.

	By: /s/ Mike Willis	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)

FAQ

What did Karman Holdings (KRMN) CFO Michael Willis report in this Form 4?

Karman Holdings CFO Michael Willis reported an equity compensation grant and updated holdings. He received 689 Restricted Stock Units of common stock and now holds 689 shares directly plus 859,709 shares indirectly through the Sundowner Trust as primary beneficiary.

How many Karman Holdings (KRMN) RSUs did the CFO receive and on what terms?

The CFO received 689 Restricted Stock Units of Karman Holdings common stock. Each RSU equals one share upon settlement and was granted at a price of $0.00 per share as part of the company’s long term incentive compensation program for executives.

What is the vesting schedule for Michael Willis’s 689 Karman Holdings RSUs?

The 689 RSUs vest in three equal annual installments beginning on February 20, 2027. That means one-third of the award will vest each year over three years, encouraging long-term retention and aligning the CFO’s compensation with multi-year company performance.

How many Karman Holdings (KRMN) shares does the CFO hold after this award?

After the award, Michael Willis holds 689 Karman Holdings common shares directly from this RSU grant. He also has indirect ownership of 859,709 common shares through the Sundowner Trust, where he is the primary beneficiary, according to the Form 4 footnotes.

Are the Karman Holdings (KRMN) RSUs a market purchase or a compensation grant?

The RSUs are a compensation grant, not a market purchase. The Form 4 lists the transaction under code A, described as a grant, award, or other acquisition, with a price of $0.00 per share under the issuer’s long term incentive program.

What is the Sundowner Trust mentioned in the Karman Holdings (KRMN) Form 4 footnote?

The Sundowner Trust is a trust dated November 11, 2024, that holds Karman Holdings shares. The Form 4 notes that shares are directly held by Sundowner Trust, and Michael Willis is the primary beneficiary, so these shares are reported as indirect ownership on his behalf.