Karman Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Regulation FD Disclosure
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| ITEM 1.01 | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On October 24, 2025, Karman Holdings Inc. (the “Company”) entered into that certain Second Amendment to Credit Agreement (the “Credit Agreement Amendment”) which amends that certain Credit Agreement, dated as of April 1, 2025, (as amended by that certain First Amendment to Credit Agreement, dated as of May 27, 2025 and as further amended by the Credit Agreement Amendment, the “Credit Agreement”) by and among the Company, Citibank, N.A. (“Citibank”), and the other parties thereto. The Credit Agreement Amendment provides for an incremental term loan in the aggregate original principal amount of $130,000,000 (the “Incremental Term Loan”). The Company anticipates using the proceeds of the Incremental Term Loan to repay outstanding revolving credit loans under the Credit Agreement, for working capital and other general corporate purposes (including, without limitation, acquisitions and other investments) and for the payment of any fees, commissions and expenses associated therewith.
The foregoing description of the Credit Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Credit Agreement Amendment, a copy of which is attached hereto and filed as Exhibit 10.1 and incorporated herein by reference.
| ITEM 2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
Please see Item 1.01 above, which information is incorporated by reference into this Item 2.03.
| ITEM 7.01 | REGULATION FD DISCLOSURE. |
On October 30, 2025, the Company issued a press release announcing its entry into the transaction described below in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein. The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise be subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth therein.
| ITEM 8.01 | OTHER EVENTS. |
On October 28, 2025, the Company entered into a Securities Purchase Agreement (the “Agreement”) under which a wholly-owned subsidiary of the Company has agreed to purchase Five Axis Industries Inc. (“Five Axis”), for $83,000,000 in cash and 68,625 shares of common stock of the Company, subject to the satisfaction or waiver of certain customary closing adjustments. The Agreement contains customary representations, warranties and covenants of the parties.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Second Amendment to Credit Agreement, dated as of October 24, 2025, by and among the Company, Citibank, N.A. and the parties thereto. | |
| 99.1 | Press Release dated October 30, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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: October 30, 2025
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