Karman Holdings Inc. filed SEC Form 8-K: Regulation FD Disclosure
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On May 28, 2026, Karman Holdings Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with the persons named in Schedule II thereto (the “Selling Stockholders”) and Citigroup Global Markets Inc. and Evercore Group L.L.C., as the underwriters (the “Underwriters”), pursuant to which the Selling Stockholders agreed to sell 14,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) at a public offering price of $61.00 per share (the “Offering Price”), less underwriting discounts and commissions (the “Offering”). The Underwriters were granted a 30-day option to purchase up to an additional 2,100,000 shares of Common Stock from the Selling Stockholders at the Offering Price. The Offering closed on June 1, 2026.
Under the terms of the Underwriting Agreement, the Company has agreed, subject to certain exceptions, not to offer, sell, contract to sell, pledge, or otherwise dispose of any shares of Common Stock or other securities convertible into or exercisable or exchangeable for shares of Common Stock during the 90-day period commencing from May 28, 2026, without the prior written consent of the Underwriters. The Company and the Selling Stockholders made certain customary representations, warranties and covenants and agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
The foregoing description of the Underwriting Agreement is not complete and is subject to and qualified in its entirety by reference to the complete text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On May 28, 2026, the Company provided an operational data update in connection with the Offering, which is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in this Item 7.01 and the Exhibit 99.1 shall be considered “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act, nor shall it be deemed incorporated by reference into any reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such a filing.
| Item 8.01. | Other Events. |
On May 28, 2026, the Company issued a press release announcing the launch of the Offering, a copy of which is filed as Exhibit 99.2 hereto and is incorporated herein by reference.
On May 28, 2026, the Company issued a press release announcing the pricing of the Offering, a copy of which is filed as Exhibit 99.3 hereto and is incorporated herein by reference.
On May 29, 2026, the Company issued a corrected and replacement press release announcing an operational data update in connection with the Offering, a copy of which is filed as Exhibit 99.4 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 99.2 | Press Release of the Company, dated May 28, 2026. | |
| 99.3 | Press Release of the Company, dated May 28, 2026. | |
| 99.4 | Press Release of the Company, dated May 29, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KARMAN HOLDINGS INC. | ||
| By: | /s/ Mike Willis | |
| Name: | Mike Willis | |
| Title: | Chief Financial Officer | |
Date: June 1, 2026