Karman Holdings Inc 2026年季度报告

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 For the transition period from ________ to _________Commission File Number:001-42520 KARMAN HOLDINGS INC. (Exact name of Registrant as specified in Charter) Delaware85-2660232(State or jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) 5351 Argosy Avenue, Huntington Beach, CA92649(Address of principal executive offices)(Zip Code) Securities registered pursuant to Section 12(b) of the Act: 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 beensubject to such filing requirements for the past 90 days. Yes☒No☐ 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 requiredto submit such files). Yes☒No☐ 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“emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☐Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ 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)3Condensed Consolidated Balance Sheets3Condensed Consolidated Statements of Income (Loss)4Condensed Consolidated Statements of Equity5Condensed Consolidated Statements of Cash Flows6Notes to Condensed Consolidated Financial Statements7Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations23Item 3.Quantitative and Qualitative Disclosures About Market Risk32Item 4.Controls and Procedures32PART II: OTHER INFORMATIONItem 1.Legal Proceedings34Item 1A.Risk Factors34Item 2.Unregistered Sales of Equity Securities and Use of Proceeds34Item 3.Defaults Upon Senior Securities34Item 4.Mine Safety Disclosures34Item 5.Other Information34Item 6.Exhibits, Financial Statement Schedules35Signature37 Karman Holdings Inc.Condensed Consolidated Balance Sheets(in thousands, except par value and share data)(unaudited) Karman Holdings Inc.Condensed Consolidated Statements of Income (Loss)(in thousands, except per share amounts)(unaudited) Karman Holdings Inc.Condensed Consolidated Statements of Equity(in thousands)(unaudited) Karman Holdings Inc. Condensed Consolidated Statements of Cash Flows(in thousands)(unaudited) Karman Holdings Inc. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(unaudited) 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 ofexisting and emerging programs supporting priority Department of War (“DoW”) and space sector initiatives. 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 intoan aggregate of123.8 million