Karman ex-CGO granted 689 RSUs, files exit Form 4

Sawhill Stephanie reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Sawhill Stephanie reported acquisition or exercise transactions in this Form 4 filing.

Karman Holdings Inc. reported that former Chief Growth Officer Stephanie Sawhill received a grant of 689 shares of Common Stock in the form of Restricted Stock Units (RSUs) under the company’s long term incentive program. This compensation-related award was recorded at a price of $0.00 per share.

Each RSU represents a contingent right to receive one share of Common Stock upon settlement and will vest in three equal annual installments beginning on February 20, 2027. Following this grant, Sawhill’s direct holdings reported in this filing total 505,628 shares of Common Stock. The document also serves as a Form 4 exit filing, indicating she is no longer subject to Section 16 reporting requirements under the Securities Exchange Act of 1934.

Insider Trade Summary

Grant/Award: 689 shares

Grant/Award 1 txn

Insider Sawhill Stephanie

Role Former Chief Growth Officer

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

Holdings After Transaction: Common Stock — 505,628 shares (Direct)

Footnotes (2)

1. F1. 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. F2. This filing also constitutes a Form 4 "exit filing" for the reporting person as the reporting person is no longer subject to Section 16 under the Securities Exchange Act of 1934, as amended.

Key Figures

RSUs granted: 689 RSUs Grant price: $0.00 per share Shares after transaction: 505,628 shares +2 more

5 metrics

RSUs granted 689 RSUs Award under long term incentive program on May 21, 2026

Grant price $0.00 per share RSU award transaction price

Shares after transaction 505,628 shares Total Common Stock directly held following RSU grant

Vesting start date February 20, 2027 First of three equal annual RSU vesting installments

Form 4 status Exit filing Indicates Sawhill is no longer subject to Section 16

Key Terms

Restricted Stock Unit (RSU), long term incentive program, Section 16, Form 4 "exit filing"

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.

Section 16 regulatory

"the reporting person is no longer subject to Section 16 under the Securities Exchange Act of 1934, as amended."

Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.

Form 4 "exit filing" regulatory

"This filing also constitutes a Form 4 "exit filing" for the reporting person as the reporting person is no longer subject to Section 16"

FAQ

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

What insider transaction did Karman Holdings (KRMN) report for Stephanie Sawhill?

Karman Holdings reported that former Chief Growth Officer Stephanie Sawhill received a grant of 689 Restricted Stock Units. These RSUs represent a contingent right to receive one share of Common Stock each as part of the company’s long term incentive compensation program.

How many Karman Holdings (KRMN) shares does Stephanie Sawhill hold after this Form 4?

After this RSU grant, Stephanie Sawhill is reported as directly holding 505,628 shares of Karman Holdings Common Stock. This figure reflects her position immediately following the award noted in the Form 4 insider transaction filing.

When do Stephanie Sawhill’s Karman Holdings (KRMN) RSUs start vesting?

The 689 Restricted Stock Units granted to Stephanie Sawhill begin vesting on February 20, 2027. The award will vest in three equal annual installments, meaning portions of the grant will settle into shares over three consecutive years.

Is Stephanie Sawhill still subject to Section 16 reporting for Karman Holdings (KRMN)?

No. The filing states that this Form 4 also serves as an exit filing for Stephanie Sawhill. It notes she is no longer subject to Section 16 reporting obligations under the Securities Exchange Act of 1934, as amended.

What is the nature of the RSU award reported for Karman Holdings (KRMN)?

The Form 4 explains that the transaction is a grant or award acquisition of 689 RSUs at $0.00 per unit. Each RSU provides a contingent right to receive one share of Karman Holdings Common Stock upon settlement, subject to the vesting schedule.

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

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Accepted by SEC EDGAR 05/26/2026 - 09:20 PM EDT Learn about SEC filing dates

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

X

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^*

Sawhill Stephanie

(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)
	Former Chief Growth 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)(2)	A	$0	505,628	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)
				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. This filing also constitutes a Form 4 "exit filing" for the reporting person as the reporting person is no longer subject to Section 16 under the Securities Exchange Act of 1934, as amended.

Remarks:

See attached Exhibit 24 - Power of Attorney

	/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)