Karman Holdings Inc.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures (as such terms are defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to provide reasonable assurance that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of June 30, 2026, the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of June 30, 2026 due to the material weaknesses in our internal control over financial reporting described below.

Material Weaknesses in Internal Control over Financial Reporting

We identified material weaknesses in our internal control over financial reporting. The following entity-level material weaknesses existed 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. Specifically, deficiencies existed relating to (i) the sufficiency of resources with an appropriate degree of accounting, reporting and control knowledge, experience, and training commensurate with our financial reporting requirements, (ii) the sufficiency of processes for identifying and analyzing risks to the achievement of objectives, including technology-related risks, across the entity; (iii) the development of general control activities over technology to support the achievement of objectives across the entity; (iv) the sufficiency of selecting and developing control activities that mitigate risks to the achievement of objectives to acceptable levels; (v) the sufficiency of monitoring activities to ascertain whether the components of internal control were present and functioning.

The entity-level material weaknesses contributed to the following additional material weaknesses within our system of internal control over financial reporting:

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We did not design and maintain effective process-level controls for all significant business process cycles. These material weaknesses resulted in material adjustments related to share-based compensation as of and for the year ended December 31, 2023, and immaterial adjustments as of and for the year ended December 31, 2025, and in the interim period ended June 30, 2026.

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We did not design and maintain effective information technology general controls for information systems supporting our key financial reporting processes. Specifically, we did not design and maintain sufficient controls over change management, logical access, IT operations, and system development for management-identified in-scope on-premise and vendor-supported applications. This material weakness did not result in any adjustments to the consolidated financial statements.

Additionally, each of the material weaknesses described above could result in a misstatement of one or more account balances or disclosures that would result in a material misstatement to the interim or annual consolidated financial statements that would not be prevented or detected.

Remediation Plan

We are committed to strengthening our control environment and addressing the identified material weaknesses. We continue to execute our remediation plan and have made meaningful progress across multiple remediation workstreams. Certain remediation activities, including the design and implementation of Information Technology General Controls (ITGCs), have been completed. The remaining initiatives, primarily related to certain entity-level and business process controls, have substantially completed the design phase and are currently progressing through implementation, with controls primarily operating on quarterly and annual cycles advancing through their respective operating periods. Remediation efforts remain on track, and we continue to make progress toward remediating the material weaknesses.

While meaningful progress has been made, the remediation plan must be fully implemented and tested before its operating effectiveness can be confirmed. During this period, we continue to monitor our internal control environment and address 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 remediation process requires significant time and investment, we remain focused on achieving sustainable improvements that reinforce confidence in our financial reporting. We are continuing to execute the following measures designed to improve our internal control over financial reporting and during the quarter ended June 30, 2026:

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Implemented our formal risk assessment process and continued to enhance processes and controls to support an effective control environment, including further progress in the remediation of identified entity-level controls.

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Completed the design and implementation of our information technology general control framework, including controls over change management, logical access, IT operations, and system development for in-scope applications.

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Substantially completed the design of process-level controls across our significant business processes and continued implementing those controls. We continue to enhance control documentation, management review controls, evidence retention, and monitoring activities with the assistance of external consultants with subject matter expertise.

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Further clarified and formalized roles and responsibilities throughout the organization to support accountability and accelerate remediation efforts.

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Continued to provide training and development to existing personnel to enhance their knowledge of internal controls, accounting principles, financial reporting, and internal control requirements.

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Continued to engage a leading advisory firm with extensive public company experience to assist in the design, documentation, implementation, and evaluation of our internal controls in response to the identified material weaknesses.

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Continued to strengthen our accounting and internal audit organization with appropriate knowledge and expertise in internal control over financial reporting and SEC financial reporting requirements.

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

Changes in Internal Control Over Financial Reporting

As described in the “Remediation plan” section above, there were changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.