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Filing Details

Accession Number:: 0000950170-25-099844
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-07-29 21:16:42
Reporting Period:: 2025-07-25

Filing Date:: 2025-07-29
Accepted Time:: 2025-07-29 21:16:42
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
2040127	Karman Holdings Inc.	KRMN	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1712546	Trive Capital Fund Iii-A Lp	2021 Mckinney Avenue, Suite 1200 Dallas TX 75201	No	No	No	No
1712547	Trive Capital Fund Iii Lp	2021 Mckinney Avenue, Suite 1200 Dallas TX 75201	No	No	No	No
2055575	Tcfiii Spaceco Spv Lp	2021 Mckinney Avenue, Suite 1200 Dallas TX 75201	No	No	No	No

Transaction Summary

Sold:	23,623,968 shares	Avg. Price: $49.00	Total Value: $1,157,574,432.00

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2025-07-25	23,623,968	$49.00	50,450,859	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2025-07-25	50,450,859	$0.00	0	No	4	J	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes
No	4	J	Indirect	See Footnotes

Footnotes

On July 25, 2025, TCFIII Spaceco SPV LP sold 20,473,968 shares of Common Stock at a price of $49.00, before deducting underwriting discounts and commissions, in connection with a registered underwritten offering and granted the underwriters a standard overallotment option for an additional 3,150,000 shares, which overallotment was exercised in full (such sale in the registered underwritten offering and overallotment option, collectively the "Secondary Offering"). Concurrent with the consummation of the Secondary Offering (the "Distribution Date"), TCFIII Spaceco SPV LP effected a distribution in-kind consisting of all shares of Common Stock held by TCFIII Spaceco SPV LP not sold in the Secondary Offering (the "Trive LP Distribution") to Trive Capital Fund III LP ("Trive Fund III") and Trive Capital Fund III-A LP ("Trive Fund III-A") for no consideration and Trive Fund III and
(Continued from footnote 1) Trive Fund III-A effected a pro rata distribution-in-kind of such shares of Common Stock to its partners for no consideration. If requested by any limited partner of Trive Fund III (each, a "Trive LP") in connection with the Trive LP Distribution, TCFIII Spaceco SPV LP may continue to manage the shares for such Trive LP following the Trive LP Distribution (and, as a result, TCFIII SpaceCo SPV LP may continue to have voting and dispositive power over such shares). As of the Distribution Date, TCFIII Spaceco SPV LP has no pecuniary interest in any shares of Common Stock.
Shares reported herein are directly held by TCFIII Spaceco SPV LP. Trive Capital Holdings LLC (which we refer to as "Trive Holdings") ultimately has voting control over TCFIII Spaceco SPV LP. 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,
(Continued from footnote 3) and Trive Holdings may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities directly held by TCFIII Spaceco SPV LP. Each of Trive Holdings and Messrs. Searcy and Zugaro disclaims beneficial ownership of any shares owned by TCFIII Spaceco SPV LP, except to the extent of its or his pecuniary interest therein. David Stinnett, a Partner of Trive Capital Management LLC, serves on the Board of Directors of the Issuer (the "Board"), together with John Hamilton, a Vice President of Trive Capital Management LLC.