KHIS Custodian LP filed an amended Schedule 13G reporting its beneficial ownership of Karman Holdings Inc. common stock. The firm may be deemed to share voting and dispositive power over 3,942,428 shares, representing 3.0% of the class, based on 132,322,435 shares outstanding as of October 30, 2025.
The filing explains that on July 25, 2025, the predecessor entity Spaceco sold or distributed all its Karman shares to Trive Capital funds, which then distributed them in-kind to their partners. Some partners asked Spaceco, now KHIS Custodian, to continue managing their shares and some had not moved shares into their own accounts, leading to KHIS Custodian’s reported voting and dispositive power. The filing notes KHIS Custodian has no pecuniary interest in the shares, and related Trive entities and managers disclaim beneficial ownership of stock held by KHIS Custodian LP.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Karman Holdings Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
485924104
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
485924104
1
Names of Reporting Persons
KHIS Custodian LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,942,428.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,942,428.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,942,428.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.0 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person:
Rows 6, 8 and 9: On July 25, 2025, TCFIII Spaceco SPV LP ("Spaceco") sold in a registered underwritten offering or distributed in-kind to Trive Capital Fund III LP ("Trive Fund III") and Trive Capital Fund III-A ("Trive Fund III-A") all common shares (the "Common Shares") of Karman Holdings Inc. (the "Issuer") held by that entity. Trive Fund III and Trive Fund III-A each then effected a distribution in-kind of such Common Shares to its partners (each a "Trive LP"). Following that sale and distribution in-kind, none of Spaceco, Trive Fund III and Trive Fund III-A has any pecuniary interest in any Common Shares. Certain Trive LPs requested that Spaceco continue to manage Common Shares of the Issuer following the distributions in-kind. Additionally, certain Trive LPs did not establish their own accounts and/or transfer the distributed Common Shares to those accounts prior to September 30, 2025. As a result, KHIS Custodian LP (formerly known as Spaceco) ("KHIS Custodian") may be deemed to continue to have voting and dispositive power over such Common Shares. The reduction in the number of Common Shares held by KHIS Custodian since September 30, 2025 is due to certain of those Trive LPs establishing accounts and effecting the movement of Common Shares distributed as part of the distribution in-kind to those accounts subsequent to September 30, 2025. Trive Fund III and Trive Fund III-A have no interest in or control over KHIS Custodian LP and KHIS Custodian LP does not have any pecuniary interest in any shares of the Issuer.
Row 11: Based on 132,322,435 shares outstanding as of October 30, 2025, as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 7, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Karman Holdings Inc.
(b)
Address of issuer's principal executive offices:
5351 Argosy Avenue, Huntington Beach CA 92649
Item 2.
(a)
Name of person filing:
KHIS Custodian LP (the "Reporting Person")
(b)
Address or principal business office or, if none, residence:
The principal business office address for each of the Reporting Persons is 2021 McKinney Avenue, Suite 1200, Dallas, Texas, 75201
(c)
Citizenship:
For each of the Reporting Persons: Delaware
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
485924104
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
3,942,428 shares of Common Stock.
On July 25, 2025, TCFIII Spaceco SPV LP ("Spaceco") sold in a registered underwritten offering or distributed in-kind to Trive Fund III and Trive Fund III-A all common shares (the "Common Shares") of the Issuer held by that entity. Trive Fund III and Trive Fund III-A each then effected a distribution in-kind of such Common Shares to its partners (each a "Trive LP"). Following that sale and distribution in-kind, none of Spaceco, Trive Fund III and Trive Fund III-A has any pecuniary interest in any Common Shares. Certain Trive LPs requested that Spaceco continue to manage Common Shares of the Issuer following the distributions in-kind. Additionally, certain Trive LPs did not establish their own accounts and/or transfer the distributed Common Shares to those accounts prior to September 30, 2025. As a result, KHIS Custodian LP (formerly known as Spaceco) may be deemed to continue to have voting and dispositive power over such Common Shares. The reduction in the number of Common Shares held by KHIS Custodian since September 30, 2025 is due to certain of those Trive LPs establishing accounts and effecting the movement of Common Shares distributed as part of the distribution in-kind to those accounts subsequent to September 30, 2025. Trive Fund III and Trive Fund III-A have no interest in or control over KHIS Custodian LP and KHIS Custodian LP does not have any pecuniary interest in any shares of the Issuer.
KHIS Custodian GP LLC is the general partner of KHIS Custodian LP. Trive Capital Holdings LLC ("Trive Holdings") is the sole managing member of KHIS Custodian GP LLC and has voting control over KHIS Custodian GP LLC. Each of Messrs. Conner Searcy and Christopher Zugaro, as a manager of Trive Holdings, has voting control over Trive Holdings. As a result of the foregoing, each of Mr. Searcy, Mr. Zugaro, Trive Holdings, and KHIS Custodian GP LLC may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities over which KHIS Custodian LP has beneficial ownership. Each of Trive Holdings and Messrs. Searcy and Zugaro disclaims beneficial ownership of any shares of Common Stock beneficially owned by KHIS Custodian LP.
(b)
Percent of class:
3.0%. Based on 132,322,435 shares outstanding as of October 30, 2025, as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2025, filed with the Securities and Exchange Commission on November 7, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
3,942,428
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
3,942,428
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
KHIS Custodian LP
Signature:
By: KHIS Custodian GP LLC, its general partner and and Trive Capital Holdings LLC, its managing member, By: /s/ Conner Searcy
What stake in Karman Holdings Inc. (KRMN) does KHIS Custodian report?
KHIS Custodian LP reports beneficial ownership of 3,942,428 Karman Holdings common shares, equal to 3.0% of the class. This percentage is calculated using 132,322,435 shares outstanding as of October 30, 2025, as disclosed in Karman’s Form 10-Q.
Why did KHIS Custodian LP file an amended Schedule 13G for Karman (KRMN)?
KHIS Custodian LP filed an amended Schedule 13G to update its beneficial ownership in Karman Holdings after restructuring prior holdings. The change reflects sales and in-kind distributions from Spaceco and Trive funds to their partners, and KHIS Custodian’s resulting voting and dispositive power over remaining shares.
How did KHIS Custodian LP come to hold voting power over Karman (KRMN) shares?
Voting power arose after Spaceco and Trive funds distributed Karman shares in-kind to their partners. Certain partners asked Spaceco, now KHIS Custodian LP, to continue managing these shares or delayed moving them to personal accounts, leaving KHIS Custodian with shared voting and dispositive power.
Does KHIS Custodian LP have a pecuniary interest in Karman Holdings (KRMN) shares?
The filing states KHIS Custodian LP does not have any pecuniary interest in Karman Holdings shares. It reports beneficial ownership because it may be deemed to have voting and dispositive power over shares held on behalf of certain Trive partners following in-kind distributions.
Which related entities are mentioned in KHIS Custodian’s Karman (KRMN) filing?
The filing references TCFIII Spaceco SPV LP, Trive Capital Fund III LP, Trive Capital Fund III-A, Trive Capital Holdings LLC, KHIS Custodian GP LLC, and managers Conner Searcy and Christopher Zugaro. These parties are involved in prior ownership, governance roles, or control relationships linked to KHIS Custodian LP.
Is KHIS Custodian’s Karman (KRMN) holding above or below 5% of the class?
KHIS Custodian LP reports holding 3.0% of Karman’s outstanding common stock, which is below the 5% threshold. The filing also includes an item noting ownership of 5 percent or less of the class, consistent with the reported percentage.
