FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 For the quarterly period ended March 31, 2026 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 KARMAN HOLDINGS INC. (Exact name of Registrant as specified in Charter) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the Registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes☐NO☒Number of shares of registrant’s common shares outstanding as of May 5, 2026 was 132,526,299. Karman Holdings Inc. Table of Contents PART I: FINANCIAL INFORMATION Item 1.Financial Statements (unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of Income (Loss)Condensed Consolidated Statements of EquityCondensed Consolidated Statements of Cash FlowsNotes to Condensed Consolidated Financial StatementsItem 2.Management's Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and ProceduresPART II: OTHER INFORMATIONItem 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.Exhibits, Financial Statement SchedulesSignature Karman Holdings Inc.Condensed Consolidated Balance Sheets(in thousands, except par value and share data) Karman Holdings Inc.Condensed Consolidated Statements of Income (Loss) Condensed Consolidated Statements of Cash Flows(in thousands) Karman Holdings Inc. 1.Organization and Basis of Presentation Description of Business Karman Holdings Inc. (the “Company”) conducts business as Karman Space and Defense (“Karman”). Karman isheadquartered in Huntington Beach, California. It currently operates multiple subsidiaries in California, Washington, Oregon, Utah,Mississippi, Pennsylvania, South Carolina and Alabama. Karman specializes in the rapid design, development and production of mission-critical, next-generation system solutions forlaunch vehicle, satellite, spacecraft, missile defense, hypersonic and Unmanned Aircraft Systems (“UAS”) customers. Karman’sintegrated payload protection, propulsion, and hydro/aerodynamic interstage system solutions are deployed across a wide variety of Initial Public Offering On February 12, 2025 the Company’s Registration Statement on Form S-1 for its initial public offering (the “IPO”) wasdeclared effective. Prior to the effectiveness of the IPO, the Company was a Delaware limited liability company named TCFIIISpaceco Holdings LLC. On February 12, 2025,the Company converted into a Delaware corporation and changed its name toKarman Holdings Inc. Pursuant to the conversion, all outstanding equity interests and all outstanding P Units were converted into On February 14, 2025, the Company completed the IPO of 26.5 million shares of its common stock at a public offering priceof $22.00 per share, of which, 8.4 million shares were sold by the Company. The aggregate net proceeds from the offering, after Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted inthe United States of America (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial These unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annualfinancial statements and, in the opinion of management, include all adjustments of a normal recurring nature necessary to presentfairly, in all material respects, the Company’s financial position, results of operations and cash flows. These unaudited condensed 2. Summary of Accounting Policies and Recent Accounting Pronouncements The accounting policies followed by the Company are set forth in P