RDW 8-K
Redwire Corp (RDW)
8-K
2026-05-05
For: 2026-05-05
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Added on
May 05, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 5, 2026
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||
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Registrant's telephone number, including area code | |||||||||||
(Former name or former address, if changed since last report.) | |||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
As previously disclosed in Redwire Corporation’s (the “Registrant” or the “Company”) Current Report on Form 8-K filed on June 13, 2025 (the “Original Report”), the Company completed its acquisition of Redwire Defense Tech Intermediate Holdings, LLC and its subsidiaries (f/k/a Edge Autonomy Intermediate Holdings, LLC), a Delaware limited liability company (“Edge Autonomy”), on June 13, 2025 (the “Acquisition”). In the Original Report, the Company also provided the disclosures required by Item 9.01 of Form 8-K, including the pro forma financial information required by Item 9.01(b).
Item 8.01 - Other Items
In connection with the Form S-3ASR filed by the Company with the Securities and Exchange Commission on August 7, 2025 (File No. 333-289380), which became effective upon filing, this Current Report on Form 8-K is being filed to provide additional pro forma financial information regarding the Acquisition. Such information is included in Item 9.01 below, which is incorporated into this Item 8.01 by reference.
This Current Report on Form 8-K should be read in conjunction with the Original Report, which provides a more complete description of the Acquisition.
Item 9.01 - Financial Statements and Exhibits.
(b) Pro forma financial information.
The unaudited pro forma financial information of the Company giving effect to the Acquisition is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
•Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2025
•Notes to Unaudited Pro Forma Condensed Combined Financial Information
The pro forma financial information included in this Current Report on Form 8-K is required pursuant to Article 8 and Article 11 of Regulation S-X. The amounts included in the pro forma information are based on the historical results of the Company and Edge Autonomy and may not be indicative of combined results that would have been realized had the acquisition of Edge Autonomy occurred as of the dates indicated or that may be achieved in the future.
(d) Exhibits.
Exhibit No. | Description | |||||||
99.1 | ||||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 5, 2026
Redwire Corporation | |||||
By: | /s/ Chris Edmunds | ||||
Name: | Chris Edmunds | ||||
Title: | Chief Financial Officer | ||||
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Exhibit 99.1
REDWIRE CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
TABLE OF CONTENTS
Page | |||||
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION | |||||
Unaudited Pro Forma Condensed Combined Financial Statements | |||||
Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income (Loss) for the year ended December 31, 2025 | |||||
Notes to Unaudited Pro Forma Condensed Combined Financial Information | |||||
Note 1 – Basis of Presentation | |||||
Note 2 – Significant Accounting Policies | |||||
Note 3 – Reclassification Adjustments | |||||
Note 4 – Debt Financing | |||||
Note 5 – Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Income (Loss) | |||||
Note 6 – Net Income (Loss) Per Share | |||||
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Capitalized terms used but not defined in this Exhibit 99.1 shall have the meanings ascribed to them in Redwire Corporation’s Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on May 5, 2026.
Introduction
On January 20, 2025, the Company entered into an agreement and plan of merger (as amended on February 3, 2025, and June 9, 2025, the “Merger Agreement”) with Edge Ultimate Holdings, LP, a Delaware limited partnership (“Ultimate Holdings”) to acquire 100% of the equity interests in Redwire Defense Tech Intermediate Holdings, LLC and its subsidiaries (f/k/a Edge Autonomy Intermediate Holdings, LLC) (“Edge Autonomy”), a leading provider of field-proven uncrewed airborne system (“UAS”) technology (the “Edge Acquisition”).
On June 13, 2025 (the “Acquisition Date”), following the satisfaction of all regulatory approvals, including a stockholder vote, the acquisition was completed. Under the terms of the Merger Agreement, a subsidiary of the Company merged with and into Edge Autonomy Intermediate Holdings, LLC, the parent company of Edge Autonomy, with Edge Autonomy Intermediate Holdings, LLC as the surviving entity and a wholly owned subsidiary of the Company (the “Merger”). On the same day, the merger consideration was transferred, including $160 million in cash (“Cash Consideration”) and the issuance of 49.8 million shares of the Company’s common stock (“Equity Consideration”). Common stock was held back from the Equity Consideration to fund post-closing purchase price adjustments, if any, in the amount of $5.0 million, valued at a price per share of $15.07. The Company funded the Cash Consideration using cash on hand and proceeds from its indebtedness resulting from the issuance of $90 million new term loan debt and $100 million seller note financing.
Redwire’s condensed consolidated statement of operations for the year ended December 31, 2025 includes the consolidated results of Edge Autonomy from June 13, 2025.
The unaudited pro forma condensed combined financial information, which is derived from Redwire's historical consolidated financial statements as included in its Annual Report on Form 10-K, for the year ended December 31, 2025, filed with the SEC on February 27, 2026, which are incorporated by reference, and Edge Autonomy's historical consolidated financial statements for the pre-acquisition period of January 1, 2025 through June 13, 2025 (“Pre-acquisition Period”), as provided by Edge Autonomy, which are not required to be included in this Current Report on Form 8-K, has been prepared in accordance with Article 8 and Article 11 of Regulation S-X, and is presented as follows:
•The unaudited pro forma condensed combined statement of operations and comprehensive income (loss) for the year ended December 31, 2025, was prepared based on (i) the audited consolidated statement of operations and comprehensive income (loss) of Redwire for the year ended December 31, 2025, and (ii) the unaudited condensed consolidated statement of operations and comprehensive income (loss) of Edge Autonomy for the Pre-acquisition Period.
An unaudited pro forma balance sheet as of December 31, 2025 has not been presented as the acquisition of Edge Autonomy is reflected in Redwire’s historical balance sheet as of December 31, 2025, included in the filing on Form 10-K for the year ended December 31, 2025, which is incorporated by reference.
The historical financial statements of Redwire and Edge Autonomy have been adjusted in the accompanying unaudited pro forma condensed combined financial information to give pro forma effect to events which are necessary to account for the Merger and debt financing in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The unaudited pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable under the circumstances.
The acquisition was treated as a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”), with Redwire as the accounting acquirer and Edge Autonomy as the accounting acquiree. Per guidance from ASC 805, the total consideration was allocated to Edge Autonomy’s assets acquired and liabilities assumed based upon their estimated fair values at the Acquisition Date. Any differences between the fair value of the consideration transferred and the fair value of the assets acquired and liabilities assumed were recorded as goodwill. Certain values remain preliminary and could be revised as a result of additional information obtained regarding the assets acquired and liabilities assumed, including, but not limited to, certain working capital items and residual goodwill. The final determination of the fair values, purchase consideration, related income tax impacts and residual goodwill will be completed as soon as practicable, and within the measurement period of up to one year from the acquisition date as permitted under U.S. GAAP. Any adjustments to provisional amounts that are identified during the measurement period will be recorded in the reporting period in which the adjustment is determined.
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The unaudited pro forma condensed combined financial information and related notes are provided for illustrative purposes only and do not proport to represent what the combined company’s actual results of operations or financial position would have been had the Merger been completed on the dates indicated, nor are they necessarily indicative of the combined company’s future results of operations or financial position for any future period. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein.
The following unaudited pro forma condensed combined financial information gives effect to the acquisition and debt financing, which includes the following specific adjustments:
•Certain reclassifications to conform Edge Autonomy’s historical financial statement presentation to Redwire’s presentation;
•Application of the acquisition method of accounting under the provisions of ASC 805 and to reflect estimated consideration of approximately $1,025 million;
•Proceeds and uses of the debt financing entered into in connection with the acquisition.
In accounting for the acquisition, Redwire performed a detailed review of Edge Autonomy’s accounting policies. As a result of that review, Redwire did not identify differences between the accounting policies of Redwire and Edge Autonomy that, when conformed, could have a material impact on the condensed consolidated financial statements of the combined company. At this time, Redwire is not aware of any significant accounting policy differences other than the adjustments described in Note 3 below. The pro forma financial statements do not reflect any cost or growth synergies that the combined company may achieve as a result of the Merger, or the costs to combine the operations of Redwire and Edge Autonomy, or the costs necessary to achieve these cost or growth synergies.
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| UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||||||||||||||||||||
| For the Year Ended December 31, 2025 | |||||||||||||||||||||||||||||||||||
| (In thousands of U.S. dollars, except share data) | |||||||||||||||||||||||||||||||||||
| Redwire (Historical) | Edge Autonomy (Historical Adjusted) (Note 3) | Debt Financing Adjustments | Notes | Transaction Accounting Adjustments | Notes | Pro Forma Combined | |||||||||||||||||||||||||||||
| Revenues | $ | 335,381 | $ | 86,868 | $ | — | $ | — | $ | 422,249 | |||||||||||||||||||||||||
| Cost of sales | 318,096 | 34,008 | — | — | 352,104 | ||||||||||||||||||||||||||||||
| Gross profit | 17,285 | 52,860 | — | — | 70,145 | ||||||||||||||||||||||||||||||
| Operating expenses: | |||||||||||||||||||||||||||||||||||
| Selling, general and administrative expenses | 171,280 | 28,509 | — | 10,325 | 5(A) | 210,249 | |||||||||||||||||||||||||||||
135 | 5(B) | ||||||||||||||||||||||||||||||||||
| Research and development | 19,761 | 9,838 | — | — | 29,599 | ||||||||||||||||||||||||||||||
| Impairment expense | 34,685 | — | — | — | 34,685 | ||||||||||||||||||||||||||||||
| Transaction expenses | 21,236 | 33,181 | — | — | 54,417 | ||||||||||||||||||||||||||||||
| Operating income (loss) | (229,677) | (18,668) | — | (10,460) | (258,805) | ||||||||||||||||||||||||||||||
| Interest expense, net | 39,704 | 3,338 | 1,825 | 4(A) | — | 44,867 | |||||||||||||||||||||||||||||
— | |||||||||||||||||||||||||||||||||||
| Loss on extinguishment of debt | 996 | — | — | — | 996 | ||||||||||||||||||||||||||||||
| Other (income) expense, net | (18,811) | 41 | — | — | (18,770) | ||||||||||||||||||||||||||||||
| Income (loss) before income taxes | (251,566) | (22,047) | (1,825) | (10,460) | (285,898) | ||||||||||||||||||||||||||||||
| Income tax expense (benefit) | (25,014) | 996 | (482) | 4(B) | (2,762) | 5(C) | (27,262) | ||||||||||||||||||||||||||||
| Net income (loss) | (226,552) | (23,043) | (1,343) | (7,698) | (258,636) | ||||||||||||||||||||||||||||||
Dividends on Convertible Preferred Stock | 45,777 | — | — | — | 45,777 | ||||||||||||||||||||||||||||||
| Net income (loss) available to common shareholders | $ | (272,329) | $ | (23,043) | $ | (1,343) | $ | (7,698) | $ | (304,413) | |||||||||||||||||||||||||
| Net income (loss) per share: (Note 6) | |||||||||||||||||||||||||||||||||||
| Basic and diluted | $ | (2.28) | $ | (2.15) | |||||||||||||||||||||||||||||||
| Weighted-average shares outstanding: | |||||||||||||||||||||||||||||||||||
| Basic and diluted | 119,544,268 | 141,903,767 | |||||||||||||||||||||||||||||||||
| Comprehensive income (loss) | |||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | (226,552) | $ | (23,043) | $ | (1,343) | $ | (7,698) | $ | (258,636) | |||||||||||||||||||||||||
| Foreign currency translation gain (loss), net of tax | 8,963 | 8,532 | — | — | 17,495 | ||||||||||||||||||||||||||||||
| Total other comprehensive income (loss), net of tax | 8,963 | 8,532 | — | — | 17,495 | ||||||||||||||||||||||||||||||
| Total comprehensive income (loss) | $ | (217,589) | $ | (14,511) | $ | (1,343) | $ | (7,698) | $ | (241,141) | |||||||||||||||||||||||||
See accompanying notes to unaudited pro forma condensed combined financial information.
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
Note 1 – Basis of Presentation
The unaudited pro forma condensed combined financial information and related notes are prepared in accordance with Article 8 and Article 11 of Regulation S-X.
Both Redwire and Edge Autonomy historical financial statements were prepared in accordance with U.S. GAAP and presented in U.S. dollars.
The unaudited pro forma condensed combined financial information is prepared using the acquisition method of accounting in accordance with ASC 805, with Redwire treated as the accounting acquirer for the Merger. Under ASC 805, assets acquired and liabilities assumed in a business combination are recognized and measured at their merger closing date fair value, while transaction costs associated with a business combination are expensed as incurred. The excess of merger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill.
The unaudited pro forma condensed combined statement of operations and comprehensive income (loss) for the year ended December 31, 2025 is presented as if the Merger had occurred on January 1, 2025.
The unaudited pro forma condensed combined financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Merger and integration costs that may be incurred. The pro forma adjustments represent Redwire’s best estimates and are based upon currently available information and certain assumptions that Redwire believes are reasonable under the circumstances. Redwire is not aware of any material transactions between Redwire and Edge Autonomy during the periods presented. Accordingly, adjustments to eliminate transactions between Redwire and Edge Autonomy have not been reflected in the unaudited pro forma condensed combined financial information.
Note 2 – Significant Accounting Policies
The accounting policies used in the preparation of the unaudited pro forma condensed combined financial information are those set out in Redwire’s audited financial statements as of and for the year ended December 31, 2025. Management is currently not aware of any significant accounting policy differences and, therefore, has not made any adjustments to the pro forma condensed combined financial information related to these potential differences other than the adjustments described in Note 3 below.
Note 3 – Reclassification Adjustments
Certain reclassifications are reflected in the pro forma adjustments to conform Edge Autonomy’s financial statement presentation to Redwire’s in the unaudited pro forma condensed combined statements of operations and comprehensive income (loss). These reclassifications have no effect on previously reported income of Redwire or Edge Autonomy.
The following reclassification adjustments were made to conform Edge Autonomy’s financial statement presentation to Redwire’s:
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
UNAUDITED CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | |||||||||||||||||||||||||||||
For the Period January 1, 2025 through June 13, 2025 | |||||||||||||||||||||||||||||
(In thousands of U.S. dollars) | |||||||||||||||||||||||||||||
Redwire presentation | Edge Autonomy presentation | Edge Autonomy (Historical) | Reclassification Adjustments | Notes | Edge Autonomy Historical Adjusted | ||||||||||||||||||||||||
Revenues | Revenue | $ | 86,868 | $ | — | $ | 86,868 | ||||||||||||||||||||||
Cost of sales | Cost of sales | 34,008 | — | 34,008 | |||||||||||||||||||||||||
Gross profit | Gross profit | 52,860 | — | 52,860 | |||||||||||||||||||||||||
Operating expenses: | Operating expenses: | ||||||||||||||||||||||||||||
Selling, general and administrative expenses | Selling, general and administrative expenses | 26,879 | 1,630 | (E) | 28,509 | ||||||||||||||||||||||||
Research and development | Research and development expenses | 9,838 | — | 9,838 | |||||||||||||||||||||||||
Transaction expenses | Transaction expenses | 33,181 | — | 33,181 | |||||||||||||||||||||||||
Operating income (loss) | Income from operations | (17,038) | (1,630) | (18,668) | |||||||||||||||||||||||||
Interest expense, net | Interest expense, net | 3,338 | — | 3,338 | |||||||||||||||||||||||||
Other (income) expense, net | Other expense, net | 1,671 | (1,630) | (E) | 41 | ||||||||||||||||||||||||
Income (loss) before income taxes | Income before income taxes | (22,047) | — | (22,047) | |||||||||||||||||||||||||
Income tax expense (benefit) | Provision for income taxes | 996 | — | 996 | |||||||||||||||||||||||||
Net income (loss) | Net income | (23,043) | — | (23,043) | |||||||||||||||||||||||||
Foreign currency translation gain (loss), net of tax | Net foreign currency translation adjustment | 8,532 | — | 8,532 | |||||||||||||||||||||||||
Total comprehensive income (loss) | Comprehensive income | $ | (14,511) | $ | — | $ | (14,511) | ||||||||||||||||||||||
E. | Reclassification of board compensation and management fees paid to AE Industrial Partners presented as "Other (income) expense, net" by Edge Autonomy to "Selling, general and administrative expenses" as reported by Redwire. Upon consummation of the Merger, management fees will no longer be paid to AE Industrial Partners. | ||||
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION
Note 4 – Debt Financing
A. | In connection with the $90.0 million term loan debt issued by Redwire, represents an increase to interest expense of $1.8 million for the period January 1, 2025 through June 13, 2025, which includes the following: | ||||
(In thousands of U.S. dollars) | For the Period January 1, 2025 through June 13, 2025 | ||||
Interest on borrowings under the Senior Secured loan(1) | $ | 1,825 | |||
Total pro forma interest expense adjustment | $ | 1,825 | |||
(1) Represents additional interest expense and amortization of debt issuance costs on the $90 million of borrowings assumed under the term loan. Interest expense is calculated using the effective interest rate method, with the interest rate equal to 13.82%.
A sensitivity analysis on interest expense for the period January 1, 2025 through June 13, 2025 has been performed to assess the effect of a change of 12.5 basis points in the weighted-average interest rate. The following table shows this effect of change in interest expense for the debt financing:
(In thousands of U.S. dollars) | For the Period January 1, 2025 through June 13, 2025 | ||||
Increase of 0.125% | $ | 111 | |||
Decrease of 0.125% | $ | (105) | |||
B. | Represents the income tax effect of the debt financing adjustments calculated using an estimated tax rate of 26.41% for the period January 1, 2025 through June 13, 2025. The effective tax rate of the combined company could be significantly different than what is presented in the pro forma financial information depending on post-Merger activities and the geographical mix of taxable income. | ||||
Note 5 – Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations and Comprehensive Income (Loss)
A. | Represents the adjustment to reflect the incremental amortization expense of $10.3 million based on the preliminary fair value of the identified intangible assets and the related assigned estimated useful life for the year ended December 31, 2025. | ||||
B. | Represents the adjustment to reflect the incremental depreciation expense of $0.1 million based on the preliminary fair value of the property, plant and equipment and the related assigned estimated useful life for the period January 1, 2025 through June 13, 2025. | ||||
C. | Represents the income tax effect of the debt financing adjustments calculated using an estimated tax rate of 26.41% for the period January 1, 2025 through June 13, 2025. The effective tax rate of the combined company could be significantly different than what is presented in the pro forma financial information depending on post-Merger activities and the geographical mix of taxable income. | ||||
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 6 – Net Income (Loss) Per Share
The following table sets forth the computation of pro forma basic and diluted earnings (loss) per share for the year ended December 31, 2025.
(In thousands of U.S. dollars, except share and per share data) | Year Ended December 31, 2025 | ||||
Numerator: | |||||
Net income (loss) available to common shareholders—basic and diluted | $ | (304,413) | |||
Denominator: | |||||
Weighted average common shares outstanding—basic and diluted | 119,544,268 | ||||
Pro forma adjustment for newly issued shares related to the Merger | 22,359,499 | ||||
Pro forma basic weighted average common shares—basic and diluted | 141,903,767 | ||||
Pro forma net income (loss) per common share—basic and diluted | $ | (2.15) | |||
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