05/26/2026 | Press release | Distributed by Public on 05/26/2026 19:03
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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RAMBEAU JON C/O KARMAN HOLDINGS INC. 5351 ARGOSY AVENUE HUNTINGTON BEACH, CA 92649 |
Chief Executive Officer | |||
| /s/ Mike Willis, Attorney-in-Fact | 05/26/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | With respect to 25,728 shares, represents the Reporting Person's grant of a Restricted Stock Unit (RSU) award under the Issuer's long term incentive program. Each of these RSUs represents a contingent right to receive one share of the Common Stock upon settlement. Such shares will vest in three equal annual installments beginning on February 20, 2027. |
| (2) | With respect to 74,209 shares, represents the Reporting Person's one-time grant of a Restricted Stock Unit (RSU) award in connection with his hiring. Each of these RSUs represents a contingent right to receive one share of the Common Stock upon settlement. Such shares will vest in full on March 16, 2029. |