TCFIII Spaceco SPV LP - Jul 25, 2025 Form 4 Insider Report for Karman Holdings Inc. (KRMN)

Role
10%+ Owner
Signature
TCFIII Spaceco SPV LP, By: Trive Capital Fund III GP LLC, its general partner and Trive Capital Holdings LLC, its managing member, By: /s/ Conner Searcy, Managing Partner
Stock symbol
KRMN
Transactions as of
Jul 25, 2025
Transactions value $
-$1,157,574,432
Form type
4
Date filed
7/29/2025, 09:16 PM
Previous filing
Feb 19, 2025

Reporting Owners (3)

Name Relationship Address Signature Signature date CIK
TCFIII Spaceco SPV LP 10%+ Owner 2021 MCKINNEY AVENUE, SUITE 1200, DALLAS TCFIII Spaceco SPV LP, By: Trive Capital Fund III GP LLC, its general partner and Trive Capital Holdings LLC, its managing member, By: /s/ Conner Searcy, Managing Partner 2025-07-29 0002055575
Trive Capital Fund III LP Former 10% holder 2021 MCKINNEY AVENUE, SUITE 1200, DALLAS Trive Capital Fund III LP, By: Trive Capital Fund III GP LLC, its general partner and Trive Capital Holdings LLC, its managing member, By: /s/ Conner Searcy, Managing Partner 2025-07-29 0001712547
Trive Capital Fund III-A LP Former 10% holder 2021 MCKINNEY AVENUE, SUITE 1200, DALLAS Trive Capital Fund III-A LP, By: Trive Capital Fund III GP LLC, its general partner and Trive Capital Holdings LLC, its managing member, By: /s/ Conner Searcy, Managing Partner 2025-07-29 0001712546

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KRMN Common Stock Sale -$1.16B -23.6M -31.89% $49.00 50.5M Jul 25, 2025 See Footnotes F1, F2, F3, F4
transaction KRMN Common Stock Other $0 -50.5M -100% $0.00 0 Jul 25, 2025 See Footnotes F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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
F2 (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.
F3 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,
F4 (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.