SCHEDULE: Karman Holdings: Custodian LP Reports 8.7% Stake

KHIS Custodian LP reports beneficial ownership of 8.7% of Karman Holdings Inc. common stock following a distribution by Trive Capital funds.

Summary

• KHIS Custodian LP (formerly TCFIII Spaceco SPV LP) reports beneficial ownership of 11,455,225 common shares of Karman Holdings Inc., representing 8.7% of the class.
• On July 25, 2025, TCFIII Spaceco SPV LP sold or distributed all its Karman Holdings shares to Trive Capital Fund III LP and Trive Capital Fund III-A LP.
• Trive Capital Fund III LP and Trive Capital Fund III-A LP subsequently distributed these shares in-kind to their respective partners (Trive LPs).
• Following these distributions, TCFIII Spaceco SPV LP, Trive Capital Fund III LP, and Trive Capital Fund III-A LP no longer hold any pecuniary interest in Karman Holdings Inc. common shares.
• KHIS Custodian LP retains shared voting and dispositive power over the 11,455,225 shares because some Trive LPs requested continued management or had not yet transferred shares by September 30, 2025.
• The percentage of class is based on 132,322,435 shares outstanding as of October 30, 2025.

Sentiment

Score: 5

Explanation: The filing is neutral, primarily reporting a change in beneficial ownership structure rather than new operational or financial performance. The divestment by Trive Capital funds is a procedural step in their investment cycle, not necessarily a negative reflection on Karman Holdings Inc., but it does remove a significant institutional holder.

Positives

• The distribution of shares by Trive Capital funds to their LPs indicates a completion of their investment cycle, potentially freeing up capital for new ventures.

Negatives

• The reporting entities (Trive Capital funds) no longer hold a direct pecuniary interest in Karman Holdings Inc., which could be interpreted as a divestment by a significant investor group.

Risks

• The continued management of shares by KHIS Custodian LP without pecuniary interest could introduce complexities in governance or future disposition strategies for the underlying Trive LPs.
• The disclaimer of beneficial ownership by controlling entities (KHIS Custodian GP LLC, Trive Capital Holdings LLC, Conner Searcy, Christopher Zugaro) highlights a nuanced ownership structure that might require careful monitoring by other investors.

Future Outlook

The filing does not provide forward-looking statements or guidance from Karman Holdings Inc. management, focusing instead on the reporting entities' beneficial ownership status.

Industry Context

This filing reflects a change in institutional ownership structure for Karman Holdings Inc., where a private equity-backed entity (Trive Capital) has completed its distribution of shares to its limited partners. Such distributions are common as private equity funds mature and exit investments, transferring direct ownership to their underlying investors.

Related Party Transactions

• The distribution of common shares by Trive Capital Fund III LP and Trive Capital Fund III-A LP to their respective partners (Trive LPs) can be considered a related party transaction within the Trive Capital ecosystem.

Stakeholder Impact

• Shareholders: The change in beneficial ownership structure means a significant block of shares is now indirectly managed by KHIS Custodian LP on behalf of various Trive LPs, potentially leading to a more dispersed ownership base over time as LPs take direct control.
• Investors: Provides transparency into the ownership structure of a significant block of Karman Holdings Inc. shares and the exit strategy of Trive Capital funds.

Next Steps

• Trive LPs may establish their own accounts and transfer the distributed Common Shares, potentially altering the beneficial ownership reported by KHIS Custodian LP in future filings.

Key Dates

Keywords

Karman Holdings Inc., KHIS Custodian LP, Trive Capital, Schedule 13G, beneficial ownership, common stock, share distribution, institutional ownership, SEC filing