Karman Space & Defense Completes Acquisition of Seemann Composites and MSC, Increases Incremental Term Loan

HUNTINGTON BEACH, Calif.--(BUSINESS WIRE)--Feb 5, 2026--

Karman Space & Defense (“Karman,” “Karman Holdings Inc.” or “the Company”) (NYSE: KRMN), a leader in the rapid design, development and production of critical, next-generation system solutions that align with the U.S. Department of War’s (“DOW”) core mission priorities and the nation’s accelerating demand for access to space, announced the closing of its previously announced agreement to acquire Seemann Composites and MSC on February 3, 2026, creating a multi-domain leader in critical sub-systems for key space and defense programs.

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In connection with the transaction, the Company amended its credit agreement to increase its incremental term loan to $772 million. The Company used the proceeds from the amendment to fund the acquisition of Seemann and MSC and provide additional working capital and liquidity to the Company, while also reducing its interest rate by 75 basis points to SOFR plus 2.75%.

“We are delighted to welcome the talented employees of Seeman Composites and MSC to the Karman team where, together, we can deliver advanced solutions across all domains with greater speed, agility and scale than ever before,” said Tony Koblinski, chief executive officer. “As an all-domain solutions provider, Karman now offers unique, IP-enabled solutions for critical space and defense systems operating in extreme environments ranging from the high pressure of the deep ocean to the searing heat of atmospheric re-entry. Our expanded portfolio of intellectual property incorporating advanced metallics, energetics, composites and resins gives us the ability to design our solutions to customer requirements and produce at scale to support mission success.”

Karman expects the acquisitions to expand its access to multi-decade, high priority, funded U.S. Navy programs and to be immediately accretive in 2026 to revenue growth, funded backlog, EBITDA, earnings per share and cash flow. Karman further anticipates that as a result of the acquisitions it will maintain its position at the upper echelon of Adjusted EBITDA margins among defense technology companies.

Based on the acquisitions, Karman has established a fourth end market, “Maritime Defense Systems,” which will include revenue from Seemann, MSC and the Company’s ongoing maritime projects. Karman’s other end markets are Hypersonics and Strategic Missile Defense, Tactical Missiles and Integrated Defense Systems and Space & Launch. Sid Charbonnet, president of Seemann and MSC, has joined the Company’s leadership team.

Seemann and MSC, based in Gulfport, Mississippi, and Horsham, Pennsylvania, respectively, have a combined 95 years in business and deliver mission-critical technologies and systems to the U.S. Navy, building on decades of proven performance across multiple high-priority DOW programs. The Seemann and MSC teams design, test, qualify and manufacture integrated advanced materials and acoustic coatings, along with propulsion systems, that enhance system-level performance for submarines, surface vessels and autonomous maritime platforms. With the engineering talent, demonstrated performance and scaled manufacturing capabilities required to take a product from concept to production and sustainment, Seemann and MSC strengthen Karman’s vertically integrated platform, particularly in advanced materials, to better serve customers across its end markets.

The Company expects to complete the integration of Seeman and MSC by the end of 2026.

ABOUT KARMAN SPACE & DEFENSE

Karman Space & Defense is a leader in the rapid design, development and production of critical, next-generation system solutions that align with the U.S. Department of War’s core mission priorities and the nation’s accelerating demand for access to space. Building on nearly 50 years of success, we deliver Payload & Protection Systems, Hydro/Aerodynamic Interstage Systems, and Propulsion & Launch Systems to more than 80 prime contractors supporting more than 130 space and defense programs. Karman is headquartered in Huntington Beach, CA, with multiple facilities across the United States. For more information, visit our website, www.karman-sd.com.

Non-GAAP Supplemental Information

Adjusted EBITDA refers to EBITDA plus, as applicable for each period, adjustments for certain items management believes are not indicative of ongoing operations. Adjusted EBITDA excludes non-cash share-based compensation expenses. Additionally, Adjusted EBITDA excludes certain nonrecurring costs that management excludes in contemplation of budget decisions and are not costs of operating the business, such as entity wide re-branding initiatives or acquisition integration costs, and lender and administrative agent fees associated with one-off amendments. Lastly, Adjusted EBITDA excludes other non-recurring costs including gains or losses from disposition of assets, non-cash impairment losses, non-recurring transaction expenses and other charges or gains that the Company believes are not part of the ongoing operations of its business. The resulting expense or benefit from these other non-recurring costs is inconsistent in amount and frequency.

Safe Harbor Statement

This announcement may contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. We intend all forward-looking statements to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally can be identified by the fact that they do not relate strictly to historical or current facts and by the use of forward-looking words such as “expect,” “expectation,” “believe,” “anticipate,” “may,” “could,” “intend,” “belief,” “plan,” “estimate,” “target,” “predict,” “likely,” “seek,” “project,” “model,” “ongoing,” “will,” “should,” “forecast,” “outlook” or similar terminology. These statements are based on and reflect our current expectations, estimates, assumptions and/or projections, our perception of historical trends and current conditions, as well as other factors that we believe are appropriate and reasonable under the circumstances. Forward-looking statements are neither predictions nor guarantees of future events, circumstances or performance and are inherently subject to known and unknown risks, uncertainties and assumptions that could cause our actual results to differ materially from those indicated by those statements. There can be no assurance that our expectations, estimates, assumptions and/or projections, including with respect to the future earnings and performance or capital structure of Karman, will prove to be correct or that any of our expectations, estimates or projections will be achieved.

Numerous factors could cause our actual results and events to differ materially from those expressed or implied by forward-looking statements, including, without limitation, unforeseen challenges in integrating the Seemann and MSC businesses into Karman and realizing the anticipated financial, operational and strategic benefits of the transaction; a significant portion of revenue from our existing and the newly acquired businesses is generated from contracts with the United States military and U.S. military spending is dependent upon the U.S. defense budget; U.S. government contracts are subject to a competitive bidding process that can consume significant resources without generating any revenue; our business and operations expose us to numerous legal and regulatory requirements, and any violation of these requirements could materially adversely affect our business, results of operations, prospects and financial condition; our inability to adequately enforce and protect our intellectual property or defend against assertions of infringement could prevent or restrict our ability to compete; and we have in the past consummated acquisitions and intend to continue to pursue acquisitions, and our business may be adversely affected if we cannot consummate acquisitions on satisfactory terms, or if we cannot effectively integrate acquired operations. Readers and/or attendees are directed to the risk factors identified in the filings we make with the SEC from time to time, copies of which are available free of charge at the SEC’s website at www.sec.gov under Karman Holdings Inc.

The forward-looking statements included in this announcement are only made as of the date of this announcement. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable law.

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Karman Space & Defense Acquires Seemann Composites and MSC

NEW YORK (AP) — On a recent weeknight, three tenants of an aging Bronx building were trading apartment horror stories inside a packed ballroom lined with city bureaucrats.

The occasion was the third in a series of “rental rip-off hearings,” a new forum launched by New York Mayor Zohran Mamdani for disgruntled renters to air their complaints directly to housing officials — and in some cases, the mayor himself.

As she waited in line, Gulhayo Yuldosheva said she worried that noxious mold in her apartment had worsened her child’s asthma. Nearby, her downstairs neighbor, Marina Quiroz, was showing a video of rats scurrying through her kitchen to a representative of the city’s tenant protection office.

Ann Maitin, a longtime resident of the same building, had just met with the mayor.

“He let me go over my three minutes,” she said, holding up a spiral notebook’s worth of grievances.

Mamdani, a democratic socialist swept into office on a promise of zealous tenant advocacy, framed the event as a struggle session for renters, assuring the standing room only crowd that their stories would guide the city's efforts “to actually hold landlords accountable when they don’t follow the law."

To the residents of 705 Gerard Avenue, this raised a practical problem: No one seemed to know who actually owned their building.

“It feels like such a basic question,” said Maitin, a retired Verizon technician who recently organized the building’s tenant association. “You’d think we’d have the right to that information.”

Their situation is hardly unique. As corporate owners and investor groups have grown their share of the rental market in New York City, they are increasingly shielding their identities behind limited liability companies, or LLCs.

The practice, which has also been spreading nationally, is legal. But experts warn it could complicate Mamdani’s promised crackdown, making it harder for the city and tenants to track the chronically negligent owners whose buildings the mayor has vowed to target and even seize.

“There are these big slumlords that everyone knows are doing predatory investment, but pinning them down is going to be difficult, for the LLC reason,” said Oksana Mironova, a housing policy analyst at the Community Service Society. “That’s a problem for the administration, and it’s even worse for tenants.”

For Yuldosheva and her neighbors, finding their landlord is one of many problems afflicting their six-story building near Yankee Stadium.

Heat and hot water outages are regular enough that some tenants keep a thermometer on their fridge and the city’s complaint hotline on speed dial. Common areas are often filthy, and increasingly populated by drug users. Getting help with an urgent maintenance issue “feels like waiting for Christmas in July,” said Maitin.

During a monthslong elevator outage, a tenant who uses a wheelchair, Tommy Rodriguez, said he was forced to “slide down the steps, like a kid.” Calls to the building management about a repair timeline went unanswered, he said.

Growing up in the building in the 1980s, Rodriguez recalled the previous landlord as a friendly and responsive neighborhood presence.

“This felt like a home before,” Rodriguez said. “Now they treat us the same as the rats.”

A large rodent had recently chewed a hole through his couch cushion. He handled the extermination himself, with a two-by-four.

Recently, tenants received a clue about their landlord, following the partial collapse of another Bronx building. The man identified in news stories as the owner of that building, David Kleiner, shared a Brooklyn office with their building manager, Binyomin Herzl.

A handful of tenants visited each of the building’s 72 units, logging an array of decrepit conditions and unusual alterations.

“We didn’t want to become the next news story,” said Yuldosheva, pointing to a crack in the wall of a bedroom shared by her three children — a result, she feared, of the subway that rumbles just below her windows.

Lawsuits show that Herzl has been ordered to pay more than $100,000 for violations across at least six Bronx buildings, several of which were found by a judge to pose an imminent hazard.

Reached by phone, Herzl said he didn't own any of those properties, but simply acted as a middleman between tenants and the true owners, whom he declined to list. “There’s no one landlord,” he said. “It’s a group of investors.”

Kleiner, who was previously featured on the city’s “worst landlord” list, confirmed his partial ownership of 705 Gerard in a brief phone call, but declined further comment.

Herzl, meanwhile, attributed the tenants’ complaints to “normal wear and tear” of a nearly century old building. He said Mamdani should focus on improving the city’s public housing, rather than going after private landlords.

“Our buildings look like five star hotels against his,” he added.

When landlords refuse to address a serious violation, like heat or hot water outages, the city can step in and order repairs, then bill the owner directly.

In the last three years, inspectors have ordered emergency repairs at 38 buildings that list either Herzl or Kleiner as an owner, according to records provided by the city’s housing department. The men have been billed $446,521 for those repairs.

Mamdani has proposed using such fines as a vehicle to bring distressed rental properties under city stewardship, by aggressively pursuing liens on delinquent landlords and buying up their portfolios through foreclosure auctions.

Just as the city can shut down unsanitary restaurants, Mamdani has said, landlords that “repeatedly put New Yorkers at risk will not be allowed to operate in New York City — with no exceptions."

In reality, the process is resource-intensive and legally fraught. It is made more complex by the nest of LLCs often used by landlords to obfuscate the full scope of their portfolios, according to Cea Weaver, director of the Mayor’s Office to Protect Tenants.

“It’d be great to have a better sense of who owns the buildings that we are regulating and overseeing,” she said.

State legislation that would have made it easier to identify LLC owners was recently vetoed by New York Gov. Kathy Hochul amid pressure from landlords.

Kenny Burgos, the CEO of the New York Apartment Association, a landlord lobbying group, said Mamdani’s tenant proposals — including freezing the rent for regulated tenants — would force landlords to cut back on maintenance and services.

“That’s going to take away from the elevator budget, the boiler budget, the heating budget,” he said. “It’s a question of math: These buildings are crumbling because of policy, not because of bad landlords.”

He characterized the rental rip-off hearings as “show trials” that took a “tribal approach” to the city’s affordable housing crisis.

Despite the combative branding — “New Yorkers vs. Bad Landlords,” blares one promotion — the Bronx event mostly resembled a standard constituent service night: City officials fielded questions about local laws, helped residents with paperwork and connected them to service providers.

Maitin left feeling “glad to be heard by someone who can actually do something about the problem,” but felt it was too early to tell “if it’s all talk."

The next morning, she was surprised to find the building’s superintendent applying a fresh coat of paint to a staircase. Outside, workers were removing scaffolding that had been in front of the building for years.

“I think they caught wind of the rental rip-off,” Maitin said. “They’re scared.”

FILE - New York City Mayor Zohran Mamdani speaks to reporters during a news conference in New York, Tuesday, Feb. 17, 2026. (AP Photo/Seth Wenig, File)

FILE - New York City Mayor Zohran Mamdani speaks during a Rental Ripoff Hearing at Fordham University on Wednesday, March 11, 2026, in New York. (AP Photo/Andres Kudacki, File)

Gulhayo Yuldosheva's children get ready for school in an apartment building where tenants report maintenance issues and pest infestations, in the Bronx borough of New York, Tuesday, March 17, 2026. (AP Photo/Andres Kudacki)

Francisco Medina, left, cleans his apartment next to his relative, Maria Frias, right, in an apartment building where tenants report maintenance issues and pest infestations, in the Bronx borough of New York, Tuesday, March 17, 2026. (AP Photo/Andres Kudacki)

Gulhayo Yuldosheva, 33 , center right, Marina Quiroz, 65, top, pose for a portrait with other two residents in an apartment building where tenants report maintenance issues and pest infestations, in the Bronx borough of New York, Tuesday, March 17, 2026. (AP Photo/Andres Kudacki)

Tommy Rodriguez, right, talks to his relative, Francisco Medina, left, in an apartment building where tenants report maintenance issues and pest infestations, in the Bronx borough of New York, Tuesday, March 17, 2026. (AP Photo/Andres Kudacki)

Marina Quiroz stands in her living room in a Bronx apartment building, where tenants report maintenance issues, pest infestations, Tuesday, March 17, 2026, in New York. (AP Photo/Andres Kudacki)