Sec Form 4 Filing - TCFIII Spaceco SPV LP @ Karman Holdings Inc. - 2025-02-14

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TCFIII Spaceco SPV LP 2. Issuer Name and Ticker or Trading Symbol Karman Holdings Inc. [ KRMN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2021 MCKINNEY AVENUE, SUITE 1200 3. Date of Earliest Transaction (MM/DD/YY) 02/14/2025 (Street) DALLAS, TX75201 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 02/14/2025 S 9,686,678 D $ 22 74,074,827 I See Footnote ( 1 ) ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TCFIII Spaceco SPV LP 2021 MCKINNEY AVENUE, SUITE 1200 DALLAS, TX75201 X X Trive Capital Fund III LP 2021 MCKINNEY AVENUE, SUITE 1200 DALLAS, TX75201 X X Trive Capital Fund III-A LP 2021 MCKINNEY AVENUE, SUITE 1200 DALLAS, TX75201 X X Signatures 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 02/19/2025 Signature of Reporting Person Date 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 02/19/2025 Signature of Reporting Person Date 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 02/19/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares reported herein are directly held by TCFIII Spaceco SPV LP, of which Trive Capital Fund III LP (which we refer to as "Trive Fund III") and Trive Capital Fund III-A LP (which we refer to as "Trive Fund III-A") are limited partners of. Trive Capital Fund III GP LLC (which we refer to as "Fund III GP") is the general partner of Trive Fund III and has voting control over Trive Fund III. Fund III GP is the general partner of Trive Fund III-A and has voting control over Trive Fund III-A. Trive Capital Holdings LLC (which we refer to as "Trive Holdings") is the sole managing member of Fund III GP and has voting control over Fund III GP. 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, ( 2 )(Continued from footnote 1) Trive Holdings, and Fund III GP 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 Fund III GP, 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. Solely for purposes of Section 16 of the Exchange Act, TCFIII Spaceco SPV LP, Trive Fund III and Trive Fund III-A may be deemed to be directors-by-deputization as a result of the service of such persons on the Board.

Remarks: Represents sale of shares of Common Stock to the underwriters in connection with the Company's initial public offering, which closed on February 14, 2025.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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