Karman Holdings Inc. 8-K

What Happened
Karman Holdings Inc. announced on June 10, 2026 that its Audit Committee approved the appointment of PricewaterhouseCoopers LLP (PwC) as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved the dismissal of Baker Tilly US, LLP as the company’s independent auditor. Baker Tilly’s audit reports for the years ended December 31, 2025 and December 31, 2024 were unmodified (no adverse opinion, disclaimer, or qualification), and the company reports no disagreements or reportable events with Baker Tilly during those periods other than previously disclosed material weaknesses in internal control over financial reporting.

Key Details

• Appointment/dismissal approved: June 10, 2026. PwC engaged for fiscal year ending December 31, 2026.
• Baker Tilly’s audit reports for 2025 and 2024 contained no modifications and there were no disagreements under Regulation S‑K Item 304 for the covered periods.
• Previously disclosed entity-level material weaknesses remain (deficiencies in COSO framework components, IT general controls, and process-level controls), disclosed in the company’s Form 10‑K (years ended 2025 and 2024) and 10‑Q filings for Mar 31, Jun 30 and Sep 30, 2025.
• The company requested Baker Tilly provide a letter to the SEC confirming whether it agrees with the disclosures; that letter is filed as Exhibit 16.1.

Why It Matters
A change in independent auditor is a material corporate governance event investors watch because it can affect audit continuity and confidence in financial reporting. In this case, Baker Tilly’s prior opinions were unmodified and there were no unresolved disagreements, which reduces immediate red flags. However, the company has disclosed material weaknesses in its internal controls (including IT and process controls); until those are remediated, investors should note the elevated risk that financial reporting could be affected despite the auditor change.