Karman Holdings Inc 美股招股说明书（2026-05-29版）

14,000,000 Shares The selling stockholders identified in this prospectus supplement are offering up to an aggregate of 14,000,000 shares of common stock, par value$0.001 per share (“common stock”), of Karman Holdings Inc.. We are not selling any shares of common stock under this prospectus supplement andwill not receive any proceeds from the sale of shares by the selling stockholders. See “Use of Proceeds.” Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “KRMN.” On May 27, 2026, the last reported saleprice of our common stock on NYSE was $63.52per share. Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-4 of this prospectussupplement and under similar headings in other documents incorporated by reference in this prospectus supplementand the accompanying prospectus, to read about factors you should consider before buying shares of our common Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement and the accompanying prospectus. Any representation to thecontrary is a criminal offense. The underwriters expect to deliver the shares against payment on or about June1, 2026. Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of an “automatic shelf” registration statement that we filed with the U.S. Securities and Exchange Commission(the “SEC”) as a “well-known seasoned issuer” as defined in Rule 405 under the Securities Act of 1933, amended (the “Securities Act”), using a “shelf”registration process and consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and alsosupplements and updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectussupplement and the accompanying prospectus. The second part is the accompanying prospectus, which provides more general information, some ofwhich may not apply to this offering. This prospectus supplement may also add, update, or change information contained in the accompanyingprospectus. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. In addition, in this prospectus, as You should rely only on the information contained in this prospectus supplement, the accompanying prospectus or any free writing prospectus wemay authorize to be delivered or made available to you, including any information incorporated by reference. None of the Company, the sellingstockholders or the underwriters have authorized anyone to provide you with different information. None of the Company, the selling stockholders or theunderwriters take any responsibility for, or can provide any assurance as to the reliability of, any other information that others may give you.Theinformation in this prospectus supplement, the accompanying prospectus or any document incorporated by reference is accurate only as of the date of The distribution of this prospectus supplement and accompanying prospectus may be restricted by law in certain jurisdictions. You should informyourself about and observe any of these restrictions. This prospectus supplement and accompanying prospectus do not constitute, and may not be used inconnection with, an offer or solicitation by anyone in any jurisdiction in which the offer or solicitation is not authorized, or in which the person making For investors outside the United States: the selling stockholders are offering to sell, and seeking offers to buy, shares of our common stock only injurisdictions where offers and sales are permitted. None of the Company, the selling stockholders or the underwriters have done anything that wouldpermit this offering or the possession or distribution of this prospectus supplement, the accompanying prospectus or any free writing prospectus in anyjurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this You should not consider any information in this prospectus supplement to be investment, legal or tax advice. You should consult your owncounsel, accountants and other advisers for legal, tax, business, financial and related advice regarding the purchase of the common stock offered by this When used in this prospectus supplement, the terms “Karman,” the “Company,” “we,” “our” and “us” refer to Karman Holdings Inc. and itsconsolidated subsidiaries, unless otherwise specified or the context otherwise requires. Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein include express orimplied “forward-looking statements” within the meaning of Section27A of the Securities Act, and