Ex. 99.1
Karman Space & Defense to Host Investor Conference Call Providing Further Details on Seemann and MSC Acquisition and Maritime Market Expansion, Updated Financial Expectations for Fiscal Years 2025 and 2026
•Management to highlight company strategy, successful acquisition track record, Seemann/MSC capabilities and financial expectations associated with expansion into strategic segments of maritime defense market
•Emphasizing high degree of alignment between organizations
•Acquisition accretive across major financial metrics including revenue growth, adjusted EBITDA, earnings per share and cash flow
•Raising fiscal year 2025 expectations to revenue between $470 million and $471 million and adjusted EBITDA between $144.5 million and $144.9 million
•Establishing fiscal year 2026 expectations of revenue between $700 million and $715 million and adjusted EBITDA between $205 million and $215 million
•Conference call and audio webcast today at 1:30 PST/4:30 EST
HUNTINGTON BEACH, Calif., Jan. 21, 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 core mission priorities and the accelerating demand for access to space, today announced its investor conference call and audio webcast will provide further details on its acquisition of Seemann Composites and MSC, leaders in specialty maritime defense technologies, and an update to its financial expectations for fiscal years 2025 and 2026. The transaction is expected to close on or about the first quarter of 2026, subject to customary closing conditions and regulatory approvals with Karman providing a total consideration of $220 million, consisting of $210 million in cash and approximately $10 million in Karman common shares.
“Our core business continues to thrive as we build greater scale and capabilities through strategic acquisitions,” said Tony Koblinski, Karman chief executive officer. “From deep sea to deep space, Seemann and MSC will make us truly an all-domain solutions provider with a larger addressable market and greater funding visibility and revenue across more of the nation’s highest priority programs.”
Karman expects the acquisition 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 the acquisition will support its position at the upper echelon of Adjusted EBITDA margins among defense technology companies.
The Company is raising its expectations for fiscal year 2025 and establishing expectations for fiscal year 2026 (amounts in $millions):
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Guidance |
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2025 |
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2026 |
Revenue |
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$470 - $471 |
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$700 - $715 |
Adjusted EBITDA |
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$144.5 - $144.9 |
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$205 - $215 |
Conference Call and Presentation
Karman will host a live conference call and audio webcast today, January 21, 2026, at 1:30 PST/4:30 pm EST to discuss the transaction, fiscal year 2025 guidance and the associated improvement to the Company’s fiscal year 2026 outlook. Tony Koblinski, chief executive officer, Mike Willis, chief financial officer, Jonathan Beaudoin, chief operating officer and Steven Gitlin, vice president of investor relations will host the call and will be joined by Sid Charbonnet, president of Seamann Composites.
Date: January 21, 2026
Time: 1:30 PM PST | 2:30 PM MST | 3:30 PM CST | 4:30 PM EST
Participant Dial-In: toll-free +1 (800) 715-9871 / international toll +1 (646) 307-1963
Conference ID: 3511013
Investors with Internet access may listen to the live audio webcast directly by clicking here or via the Investors section of the Karman Space & Defense, Inc. website, https://investors.karman-sd.com, under “News and Events.” Please allow 10 minutes prior to the call to download and install any necessary audio software.
Audio Replay Options
An audio replay of the event will be archived on the Investors section of the Company’s website at https://investors.karman-sd.com. The audio replay will also be available via telephone from Wednesday, January 21, 2026, at approximately 7:00 p.m. PST through Wednesday, January 28, 2026, at 11:59 p.m. PST. Dial toll-free +1 (800) 770-2030 or international toll +1 (609) 800-9909 and use Playback ID: 3511013#.
ABOUT SEEMANN COMPOSITES AND MSC
Seemann Composites is a pioneer in the design and manufacture of high-performance composite solutions for military applications, with a primary focus on naval undersea and surface systems. Seemann acquired MSC in 2018 after more than two decades of collaborating to develop innovative composite solutions for U.S. military platforms. The combined team has continued to successfully develop and deploy new materials and products to support the U.S. warfighter. Headquartered in Gulfport, MS, the combined facilities span 250,000 square feet. MSC headquarters are in Horsham, PA with manufacturing operations in Greenville, SC and Huntsville, AL.
ABOUT KARMAN SPACE & DEFENSE
Karman Space & Defense is a leader in the rapid design, development and production of critical, next-generation system solutions for launch vehicles, satellites and spacecraft, missile defense, hypersonics and UAS customers. Building on nearly 50 years of success, we deliver Payload & Protection Systems, 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 Financial Measures and Outlook
Our expectations for Non-GAAP adjusted EBITDA are provided in this press release for full year 2025 and full year 2026 on a forward-looking basis. The Company does not provide a reconciliation of such forward-looking measures to the most directly comparable financial measures calculated and presented in accordance with GAAP because to do so would be potentially misleading and not practical given the difficulty of projecting event driven transactional and other non-core operating items in any future period or, with respect to full year 2025, because the Company is currently finalizing certain amounts that would be required to be included in the U.S. GAAP measure or the individual adjustments for such reconciliation. The magnitude of these items may be significant. In addition, our expectations for full year 2025 may be adjusted as a result of, among other things, the completion of our internal review process and the completion of customary annual audit procedures.
The foregoing estimates are forward-looking and reflect management’s view of current and future market conditions, subject to certain risks and uncertainties, including certain assumptions with respect to our ability to efficiently and on a timely basis integrate acquisitions, obtain and retain contracts, react to changes in the timing and/or amount of government spending, changes in the demand for our products, activities of competitors, changes in the regulatory environment, and general economic and business conditions in the United States and elsewhere in the world. Investors are reminded that actual results may differ materially from these estimates and investors should review all risks related to achievement of the guidance reflected under “Safe Harbor Statement” below and in the Company’s filings with the SEC.
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, that the transaction described in this press release is subject to customary closing conditions and regulatory approvals and there is no assurance that such conditions will be satisfied and that such approvals will be obtained; we may face unforeseen challenges in integrating the Seemann and MSC businesses into Karman and realizing the anticipated operational and strategic benefits of the transaction; a significant portion of our revenue 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 Expands into High-Priority Maritime Defense Market with Agreement to Acquire Seemann Composites and Materials Sciences January 21, 2026 Tony Koblinski Chief Executive Officer Mike Willis Chief Financial Officer Steven Gitlin Vice President Investor Relations Jonathan Beaudoin Chief Operating Officer Sid Charbonnet President, Seemann Composites
Forward-Looking Statements This presentation 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, that the Seemann and MSC acquisition described in this presentation is subject to customary closing conditions and regulatory approvals and there is no assurance that such conditions will be satisfied and that such approvals will be obtained; we may face unforeseen challenges in integrating the Seemann and MSC businesses into Karman and realizing the anticipated operational and strategic benefits of the transaction; that a significant portion of our revenue 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 presentation are only made as of the date of this presentation. 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. Our expectations for Non-GAAP adjusted EBITDA are provided in this presentation for full year 2025 and full year 2026 on a forward-looking basis. The Company does not provide a reconciliation of such forward-looking measures to the most directly comparable financial measures calculated and presented in accordance with GAAP because to do so would be potentially misleading and not practical given the difficulty of projecting event driven transactional and other non-core operating items in any future period or, with respect to full year 2025, because the Company is currently finalizing certain amounts that would be required to be included in the U.S. GAAP measure or the individual adjustments for such reconciliation. The magnitude of these items may be significant. In addition, our expectations for full year 2025 may be adjusted as a result of, among other things, the completion of our internal review process and the completion of customary annual audit procedures. The foregoing estimates are forward-looking and reflect management's view of current and future market conditions, subject to certain risks and uncertainties, including certain assumptions with respect to our ability to efficiently and on a timely basis integrate acquisitions, obtain and retain contracts, react to changes in the timing and/or amount of government spending, changes in the demand for our products, activities of competitors, changes in the regulatory environment, and general economic and business conditions in the United States and elsewhere in the world. Investors are reminded that actual results may differ materially from these estimates and investors should review all risks related to achievement of the guidance reflected under “forward-looking statements” above and in the Company's filings with the SEC. ©2026 Karman Space & Defense
Today’s Agenda Karman’s differentiated market position and proven success with strategic additions strengthen our competitive moat and drive generational growth 1 Overview of Seemann Composites and Material Sciences 2 Financial update on our continued strong growth and industry-leading margins 3 ©2026 Karman Space & Defense
Transaction Summary for Seemann Composites & MSC ©2026 Karman Space & Defense Overview Acquisition of Seemann Composites, LLC (“Seemann”) and Materials Sciences LLC (“MSC”), leaders in specialty maritime defense technologies Transaction expected to close in Q1 2026, subject to regulatory approvals and customary closing conditions Anticipated integration completion in Q4 2026 Consideration Transaction consideration of $220 million $210 million in cash Approximately $10 million in equity, payable in KRMN common stock Expected LTM Net Leverage Ratio at Year End 2026: ~3.0x Adjusted EBITDA Expected Strategic and Financial Benefits Significantly deepens Karman’s advanced materials IP portfolio and adds a talented material science team focused on next-generation materials and resin system design, which can be leveraged across all the Company’s end-markets Significantly expands Karman’s exposure to the DOW’s highest priority naval programs, including submarine, USV/UUV and tactical surface vessels, which provides accelerated long-term growth and visibility to drive shareholder value Immediately accretive to Karman across major financial metrics, including revenue growth, funded backlog, EBITDA, earnings per share and cash flow
Karman Strategy and Acquisition Philosophy Chief Executive Officer TONY KOBLINKSI 5
Key Market Characteristics Example Propulsion Products Example Shielding Products Fragmented Supply Chains that Need a Scaled, Tier 1 Partner Karman’s Strategy is to Deliver Advanced Systems for Next Generation Propulsion and Shielding Applications Serving the Country’s Highest Priority National Security Interests From Deep Sea to Deep Space Our High Priority Markets Most Well Funded DoW Markets with Decades of Sustained Growth Complex Environments that Require Design Engineering & IP-Enabled Solutions Critical Domains for Modern Threat Environment and Near-Peer Adversaries Key Karman Differentiators System-Level Design Engineering Capabilities Embedded Proprietary Products and 40+ Years of Proven IP and Performance Vertically Integrated with Full Suite of Manufacturing Capability Well-Invested Tier 1 Supplier with Track Record of Operational Excellence Deployable Shroud Hypersonics Separation Energetics Interceptor Heat Shield Rocket Booster Bow Dome Submarine Rocket Motor Nozzle Strategic Deterrence Launcher & SRM One-Way UAS Liquid Nozzle Liner Rocket Engine Propulsor Ducts Submarine Karman provides agility and speed, rapidly delivering better technology for the most challenging environments Hypersonics & Strategic Deterrence Missiles Hypersonics & Strategic Missile Defense UAS / C-UAS & Loitering Munitions Tactical Missiles & Integrated Defense Systems ©2026 Karman Space & Defense Launch Vehicles, Rocket Engines & Space Payloads Space & Launch Submarine, Surface Vessels & Autonomous Maritime Maritime Defense Systems
M&A Philosophy Acquisitions Since IPO Acquisition Results Strategic Acquisitions Have Enhanced Our Unique Position Acquisitions Consistently Create Incremental Opportunities to Accelerate Growth: Complementary IP-Rich Products New Products & Tech for Cross-Sell Vertical Integration & In-Sourcing Expanded Breadth of Capability Complementary Program Positions Well Defined Acquisition Priorities & Strategic M&A Roadmap: Proprietary Products Advanced Design Engineering Niche Manufacturing Capabilities Vertical Integration Opportunities High-Growth Programmatic Positions Accretive to Major Financial Metrics Aligned Culture Common Situational Characteristics: Proprietary Transactions Founder or Family Owned Existing Karman Relationships ©2026 Karman Space & Defense Karman Launcher System ISP Tactical Boost Motor Strategic acquisitions to date have expanded Karman’s unique competitive moat and accelerated growth across our high priority markets Rapidly Developing & Delivering Advanced Systems for Next-Gen Propulsion and Shielding Applications from Deep Sea to Deep Space Market: Strategic Missile Deterrence IP: Proprietary Refractory Alloy Mfg. Capability: Hot Forging, Additive, Forming Products: Shape Charges and Actuation Market: Loitering Munitions & C-UAS IP: Prop. Propellant Formulations Capability: UAS Launch Motor Design & Mfg. Products: Tactical Boost Motors Market: Space Propulsion Engines IP: Patented Inconel Manufacturing Capability: 3D Print & Spin Form Machining Products: Engine Nozzles, Fuel Systems Market: Submarine & Maritime IP: Design IP, Proprietary Resins Capability: AFP, Weaving, Adv, Materials Products: Propulsors, Sonar Shielding
Karman is a “Pure-Play” Supplier to the DoW’s Highest Priority Initiatives Growth Outlook Hypersonics Market Key Domains Hypersonics Strategic Deterrence Missiles Loitering Munitions UAS / C-UAS “Hypersonics & Strategic Missile Defense” “Tactical Missiles & Integrated Defense” Golden Dome Rapidly Evolving Adversaries Investments into Next-Gen Missile Technologies Demand Drivers Karman’s proprietary products and vertically integrated solutions solve complex challenges in high-growth, high-priority end markets Golden Dome Rapidly Evolving Adversaries Proliferation of Unmanned Technologies / Drones UAS Weapons Systems Global Market “FY2026 budget request included $6.5 billion for conventional and hypersonic munitions and invests over $3.9 billion in hypersonic weapons” – National Defense Magazine “The Drone Dominance Program (DDP) is designed to help industry organize around the need for low-cost, supply-chain secure sUAS manufacturing at scale, urgently” – Department of War ©2026 Karman Space & Defense Manned Submarines Autonomous Maritime “Maritime Defense” Golden Fleet Rapidly Evolving Adversaries Aging Fleet and Decades Long Build Rate Increases Submarine / UUV Market “The U.S. Navy is racing to rebuild its undersea fleet…aimed at maintaining a strategic advantage and meeting rising global demand for advanced undersea capabilities” – Bloomberg Launch Vehicles Rocket Engines “Space & Launch” Golden Dome Rapidly Evolving Adversaries Ramp of Commercial Launch Providers and Satellite Tech Global Space Economy “…space has become a site of economic activity and strategic planning, prompting governments to reassess their regulatory approaches, public investments, and long-term infrastructure needs” – Brookings
Overview of Seemann Composites President, Seamann Composites SID CHARBONNET 9
Manned Undersea Unmanned Undersea / Surface Strategic Surface Vessels Hypersonic & Missile Introducing Seemann Composites & MSC ©2026 Karman Space & Defense KEY PROGRAMS Large scale proprietary products, primarily for propulsion and sonar protection 40+ year history serving the Navy’s highest priority programs Embedded in major programs from upfront design through scaled production Specialized material science team focused on next-gen materials and resin system design and formulation Track record of operational excellence and delivery Columbia-Class SSN(X) Virginia-Class Saildrone Voyager UUV LCAC DDG 1000 Javelin Long-Term Increase in Build Rates (Golden Fleet) Investments into Next-Gen Technology Rapidly Evolving Threat Environment Aging Fleet & Sustainment FORECASTED SPEND Virginia deliveries per year to double due to capacity needs Columbia delivery plans ramp from 0.4 to 1 per year through 2036 OVERVIEW 60+ Talented Engineers 97% Sole / Single Source 100% IP Protection 250K sq. ft. Across 4 Key Locations Classified DEMAND DRIVERS Virginia-Class Columbia-Class
Highly Strategic and Complementary to the Karman Portfolio “Tip-to-Tail” “Bow-to-Stern” Propulsion Complete portfolio of propulsion systems – SRMs, nozzles, propellant cases, launchers Interstage Supporting products through the entire body of a missile / launch vehicle Shroud Energetic driven deployable shrouds and payload protection systems Propulsion Propeller blades, propulsor ducts and classified marine propulsion technologies Interstage Light weight wide aperture array systems and hydrodynamic systems Shielding Large acoustic sonar protection systems and stealth enablement Karman Seemann Representative Required Technologies Representative Products Scaled Vertically Integrated Manufacturing Advanced System-Level Design Engineering Advanced Materials & Resin/Propellant Formulation Energetics, Separation and Signature Management Thermal and Sonar Protection Systems Solid Rocket Motor Motor Nozzle Propeller Propulsion UAS Launcher Undersea Missile Launch Motor & Electromechanics Initiation Thermal Protection Shroud Sonar Protection Dome Karman Product Seemann Product ©2026 Karman Space & Defense
Seemann offers strategically aligned capabilities… System-Level Design Karman + Seemann is a Compelling Partnership for Shared Growth Seemann is the “Karman of the Sea” Karman/Seemann Opportunity With strategically aligned capabilities, products and market position, Seemann has been on Karman’s strategic roadmap for years and is the natural expansion of Karman into the maritime domain Acquisition represents significant opportunities for shared, accelerated growth: Talented Seemann material science team to lead all of Karman’s advanced materials capabilities Deep library of proprietary resins to formulate in-house and leverage across Karman’s other key markets Opportunity to in-source 3-D printing, fiber weaving and AFP for hypersonics and launch systems Advanced Materials IP Proprietary Products …and similar business characteristics 100% IP Protection Vertically Integrated Across 4 Well-Invested Locations Tied to High-Growth Market Submarine / Maritime Natural Extension of Karman’s Differentiated Portfolio Compelling Collaboration Opportunities to Drive Growth ©2026 Karman Space & Defense
Financial Update Chief Financial Officer MIKE WILLIS 13
Updated Fiscal Year 2025 and 2026 Guidance ©2026 Karman Space & Defense ($ in millions, except percentages) 2024 As Reported 2025 2026(1) Prior Guidance as of November 6, 2025 Updated Guidance Δ YoY Growth Guidance Δ YoY Growth Revenue $345.3 $461 - $463 $470 - $471 +36% $700 - $715 +50% Adjusted EBITDA $106.1 $142 - $143 $144.5 - $144.9 +36% ~$205 - $215 +45% Adjusted EBITDA Margin 30.7% ~30.8% ~30.8% +10 bps ~30% + 0 bps Karman continues to deliver strong growth with industry leading margins: (1) Includes nine months of projected results from Seemann & MSC
Growth Profile Snapshot Total Revenue Growth Total Funded Backlog Growth ~1.3x Organic Book-to-Bill(2) ~25% ~11% ~36% ~50% ~25% ~25% ~25% ~6% ~31% (excludes Seemann) (includes Seemann)(1) ©2026 Karman Space & Defense (1) Includes nine months of projected results from Seemann & MSC (2) Calculated using reported revenue and change in reported backlog
Thank You investors@karman-sd.com NYSE: KRMN