Karman Holdings Inc.

Evaluation of Disclosure Controls

Our principal executive officer and principal financial officer evaluated the effectiveness of our “disclosure controls and procedures” as of December 31, 2025, the end of the period covered by this Annual Report on Form 10-K. The term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. These controls and procedures also encompass mechanisms designed to ensure that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to facilitate timely disclosure decisions. In designing and evaluating these controls, management recognizes that no system of controls, regardless of how well designed and operated, can provide reasonable assurance of achieving the desired control objective. Additionally, no evaluation of controls can provide absolute assurance that all control deficiencies or instances of fraud, if any, have been detected. Based on this evaluation, and considering the material weaknesses in internal control over financial reporting described below, the principal executive officer and principal financial officer concluded that, as of December 31, 2025, the Company’s disclosure controls and procedures were not effective at a reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

Management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act and based upon the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO framework”). Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025 as a result of the material weaknesses in our internal control over financial reporting described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that a reasonable possibility exists that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.

The following entity-level material weakness exists as of December 31, 2025:

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we did not fully maintain components of the COSO framework, including elements of the control environment, risk assessment, control activities, information and communication and monitoring activities components, relating to (i) sufficiency of processes related to identifying and analyzing risks to the achievement of objectives, including technology, across the entity, (ii) developing general control activities over technology to support the achievement of objectives across the entity, (iii) sufficiency of selecting and developing control activities that contribute to the mitigation of risks to the achievement of objectives to acceptable levels, and (iv) sufficiency of monitoring activities to ascertain whether the components of internal control are present and functioning.

The entity-level material weaknesses contributed to other material weaknesses within our system of internal control over financial reporting as follows:

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we did not design and maintain effective information technology general controls for certain information systems supporting its key financial reporting processes. Specifically, we did not design and maintain sufficient change management, security, operations, and system development controls for management-identified in-scope on-premise applications and vendor-supported applications; and

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we did not design and maintain effective process-level controls for all significant business process cycles.

We are committed to strengthening our control environment and addressing the identified material weaknesses. We are actively implementing these efforts in phases, with steady progress toward full execution and expect to implement these remediation efforts over time. While progress is underway, the plan must be fully implemented, tested, and validated before its operating effectiveness can be confirmed. During this period, we continue to monitor and adapt to any emerging control considerations.

Our objective is to enhance the accuracy and timeliness of our financial reporting and to meet all applicable regulatory requirements. We are prioritizing these efforts and allocating appropriate resources to support timely execution. Although the process may require significant time and investment, we are focused on achieving sustainable improvements that reinforce confidence in our financial reporting. We are at various stages of implementing the following measures designed to improve our internal control over financial reporting:

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Will design and implement a risk assessment process and establish processes and controls to support an effective control environment;

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Engaged a leading advisory firm with expertise and extensive public company experience to assist in the design, documentation and implementation of our internal controls in response to the material weaknesses;

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Hiring additional accounting and internal audit personnel with appropriate knowledge and expertise in internal control over financial reporting and SEC financial reporting requirements to ensure the effectiveness of our process and operation of our internal controls;

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Increasing training and development to existing personnel to enhance their knowledge of internal controls, accounting principles, financial reporting, internal control requirements;

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Finalizing clear roles and responsibilities within the organization, aiming to accelerate control remediation efforts.

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Designed and are in the process of implementing a formalized control plan related to IT general controls, including controls related to change management, security, operations and system development controls for in-scope applications; and

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Continuing to revise and improve the design of our controls, implementing reviews and monitor the effectiveness of our internal control environment with external consultants with subject expertise, including but not limited to revenue and business combinations processes.

As we continue to evaluate and enhance our internal control over financial reporting, we may take additional measures to address the material weaknesses or adjust the remediation steps described above. The material weaknesses will not be considered remediated until the applicable controls have been operating for a sufficient period and management has concluded, through testing, that they are functioning effectively.

Changes in Internal Control over Financial Reporting

We are taking actions to remediate the material weaknesses relating to our internal control over financial reporting. Other than the changes intended to remediate the material weaknesses noted above, there was no change in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.