RDW 10-K & 10-Q changes, risk factors and insider trading
Redwire Corp · NYSE · Guided Missiles & Space Vehicles & Parts · CIK 1819810 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “Recent tariff actions by the United States and other countries may adversely affect demand for our products and services, as well as increase manufacturing costs, which could have a material adverse effect on our business, financial condition and results of operations.”
New heading “The failure of financial institutions or transactional counterparties could adversely affect our current and projected business operations and our financial condition and results of operations.”
New heading “We may be unable to successfully integrate our operations with the acquired company, including Edge Autonomy, and realize the anticipated synergies and other benefits of the acquisition, or we may be unable to do so within the anticipated timeframe.”
New heading “We expect to incur substantial expenses related to our acquisition of Edge Autonomy, including with respect to integration.”
New heading “The market price of our common stock may decline as a result of the Edge Acquisition.”
New heading “The historical consolidated financial information of Edge Autonomy and the unaudited pro forma information included in our filings with the SEC may not be a reliable indicator of future results.”
New heading “We may become involved in litigation from time to time that may materially adversely affect us.”
New heading “Our future growth depends on the demand for, and customers’ willingness to adopt, our core offerings, including UAS technology.”
New heading “Our work for the U.S. government and international governments may expose us to increased security risks.”
New heading “Following completion of the Transactions, AEI holds a significant share of the voting power of the Company and will appoint a majority of the directors to our Board.”
New heading “We have adopted a two-segment reporting structure. Our two-segments are designated as Space and Defense Tech and have been in effect for a limited period of time. This change to segment reporting could be confusing to investors and may not have the desired effects.”
New heading “Material Weaknesses in Excluded Acquired Business”
Removed heading “Matters relating to or arising from our Audit Committee investigation, including regulatory investigations and proceedings, litigation matters, and potential additional expenses, may adversely affect our business and results of operations. We may also become involved in litigation from time to time that may materially adversely affect us.”
Removed heading “We are highly dependent on the services of our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy.”
Removed heading “Pension funding and costs are dependent on several economic assumptions which, if changed, may cause our future results of operations and cash flows to fluctuate significantly over time.”
Largest changes
“On May 25, 2022, a plaintiff commenced derivative litigation in the United States District Court for the District of Delaware on behalf of the Company against Peter Cannito, Les Daniels, Reggie Brothers, Joanne Isham, Kirk Konert, Jonathan Baliff, and John S. Bolton. That litigation is captioned Yingling v. Cannito, et al., Case No. 1:22-cv-00684-MN (D. Del.). …”see in full comparison
“Matters relating to or arising from our Audit Committee investigation, including regulatory investigations and proceedings, litigation matters, and potential additional expenses, may adversely affect our business and results of operations. We may also become involved in litigation from time to time that may materially adversely affect us.”see in full comparison
“The current U.S. administration issued tariff actions on imports from a broad set of countries, including Canada, Mexico, European Union member states, Japan and China. The effects of these tariffs cannot be predicted with certainty but there is a likelihood that they will create increased supply chain costs for certain inputs to the manufacture of our products and potentially cause shortages of certain raw materials or supplied components. In response to these tariffs, U.S. …”see in full comparison
“We compete domestically and internationally against space systems components providers and in some cases against large aerospace and defense companies. We may also face competition in the future from emerging low-cost competitors in Europe, India, Russia and China. Competition in our guidance, navigation and control business is highly diverse, and while our competitors offer different products, there is often competition for contracts that are part of governmental budgets. …”see in full comparison
“On November 5, 2021, the Company was notified of potential accounting issues with a business unit by an employee in connection with his resignation. Management promptly informed the independent Audit Committee and its independent registered public accounting firm. The Audit Committee promptly engaged independent, external legal and accounting firms to complete an independent investigation. …”see in full comparison
“Material Weaknesses in Excluded Acquired Business”see in full comparison
Full comparison: every changed paragraph (176)
•our results could be affected by continued economic uncertainty, anincluding economichigh slowdowninflation, ormarket avolatility, recessionand the potential worsening of macro-economic conditions;
•geopolitical and macroeconomic events and conditions could adversely affect our business, financial condition and operating results;
•tariffs may adversely affect demand for our products and services, and increase our manufacturing costs;
•we operate in evolving industries, have a limited operating history insince anour evolvingacquisition industryof Edge Autonomy and have a history of losses to date, which makes it difficult to forecast our revenue, plan our expenses and evaluate our businessfuture prospects and futurethe prospectsrisks and challenges we may encounter;
•if we are unable to successfully integrate recently completed and future acquisitions, including the recent acquisition of Edge Autonomy or successfully select, execute or integrate future acquisitions into the business and realize anticipated synergies and benefits or do so within the expected timeframe, our operations and financial condition could be materially and adversely affected;
•any acquisitions, partnerships or joint ventures into which we enter could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations;
•our ability to grow our business depends on the successful development and continued refinement of many of our proprietary technologies, products, and service offerings, which are subject to many uncertainties, some of which are beyond our controlofferings;
•competition fromwith existing or new companies could cause downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share;
•we may become involved in litigation from time to time that may materially adversely affect us;
•matters relating to or arising from our Audit Committee investigation, including regulatory investigations and proceedings, litigation matters, and potential additional expenses, may adversely affect our business and results of operations;
•adverse publicity stemming from any incident involving Redwire or our competitors could have a material adverse effect on our business, financial condition and results of operations;
•our business could be seriously harmed if we fail to respond to commercial industry cycles in terms of our cost structure, manufacturing capacity, and/or personnel needs, our business could be seriously harmedneeds;
•customers are unwilling to adopt our core offerings;
•we rely on a limited number of suppliers for certain raw materials and supplied components;
•we have and in the future may continue to use artificial intelligenceAI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our business, financial condition and results of operations;
•weour are dependentreliance on third-party launch vehicles to launch our spacecraft and customer payloads into space;
•our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance that we may provide;
•cyber-attacks and other security threats and disruptions could have a material adverse effect on our businessbusiness, financial condition and results of operations;
•if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy;
•our net earnings and our net assets could be materially affected by an impairment of goodwill;
•pension funding and costs are dependent on several economic assumptions which, if changed, may cause our future results of operations and cash flows to fluctuate significantly over time;
•the U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget process for any government fiscal year and any resulting future government shutdowns, could have an adverse impact on our business;
•we depend heavily on contracts with the U.S. government for a substantial portion of our business and changes in the U.S. government’s priorities, or delays or reductions in spending, could have a material adverse effect on our business;
•we are subject to stringent U.S. economic sanctions, and trade control laws and regulations, as well as risks related to doing business in other countries, including those related to tariffs, trade restrictions and government actions;
•we are subject to trade control laws and regulations, including export controls and stringent U.S. economic sanctions, which could affect our ability to do business with certain customers;
•if we cannotfail successfullyto adequately protect our intellectual property rights or defend against intellectual property claims, our businesscompetitive position could sufferbe impaired and our intellectual property applications for registration may not be issued or be registered;
•the acquisition of Edge Autonomy (the “Edge Acquisition”) and issuance and sale of shares of our Series A Convertible Preferred Stock has reduced the relative voting power of holders of our common stock and diluted the ownership of holders of our capital stock;
•AEI holds a majority of the voting power of our Board of Directors (the “Board”) and Bain Capital havehas significant influence over us, which could limit other investors’ ability to influence the outcome of key transactions;
•the markettrading price of our common stock and warrants hasis and may continue to fluctuatebe volatile; and
Our results could be affected by continued economic uncertainty, an economic slowdown or a recession.
Heightened levels of inflationinflation, market volatility and the potential worsening of macro-economic conditions, including slower growth or recession, changes to fiscal and monetary policy, high unemployment, tighter credit, higher interest rates and currency fluctuations, present a risk for us, our suppliers and the stability of our suppliers. Concerns about the systemic impact of a potential widespread recession (in the U.S. or internationally) or geopolitical issues havehave, in the past, led to increased market volatility and diminished growth expectations in the U.S. economy and abroad.abroad and may continue to do so in the future. The foregoing factors have affectedaffected, and may continue to affect, the Company’s cost of capital, financial condition and results of operations. Decreases in the availability and cost of supplies have causedcaused, and may continue to cause, stress in our domestic and foreign supplier base and have resultedresulted, and may continue to result, in shortages and delays for the procurement of materials, components and other supplies required for the Company’s products. The macroeconomic environment has also impacted the cost and schedule of numerous programs in our existing backlog resulting in program execution delays. The neardelays and long-termmay implicationcontinue ofto thesedo so in the future. These delays and the timing of new awards remainscan uncertain.impact our earnings and cash flows. Although we believe aerospacespending spendingin the space and defense industry is more resilient to adverse macro-economic conditions than many other industrial sectors, our suppliers and other partners, many of which are more exposed to commercial markets, may be adversely impacted by an economic downturn, which could affect their performance and adversely impact our operations. In addition, macroeconomic conditions could cause budgetary pressures for our government customers resulting in reductions or delays in spending, which could adversely impact our business. A reduction in spending by either government or commercial customers could, in addition to impacting our revenues, affect our ability to raise additional capital when needed on favorable terms or at all. As such, if economic conditions worsen or a recession occurs, our business, operations and financial results could be materially adversely affected.
As it relates to our international operations in Europe, the Company has foreign currency translation exposure between the euro and U.S. dollar as our results are expressed in U.S. dollars.dollars, which may impact our revenues, expenses and cash flows.
TheGeopolitical failureand ofmacroeconomic financialevents institutionsand or transactional counterpartiesconditions could adversely affect our current and projected business operations and ourbusiness, financial condition and resultsoperating of operationsresults.
Our international business is affected by changes in U.S. and non-U.S. national policies and priorities, and geopolitical relationships, any of which may be influenced by changes in the global threat environment, political leadership, geopolitical and economic uncertainties, war and terrorist events, the escalation or continuation of armed conflict, government budgets, inflationary pressures, sanctions imposed in countries where we do business or seek to do business, and economic and political factors more generally.
Unsatisfactory performance of our products resulting from the environments in which our space systems, UAS, spacecraft components, space data applications and drones operate, including in combat or other areas where wars and hostilities may occur (for example, the war in Ukraine), may cause the demand for the products and technologies offered by us to decline or be subject to variation. In particular, approximately 3% of our sales for the year ended December 31, 2025 were related to Ukraine, which sales have been declining and may continue to decline in the event that the war and hostilities in Ukraine end, decline or change, or as a result of changes in international support for military assistance to Ukraine.
Further, there is a possibility that political decisions made by the U.S. government, such as changes in prior military commitments, including in response to the armed conflict in Ukraine or the Middle East, or an impasse on policy issues, could impact future spending and program authorizations, which may not increase or may decrease or shift to programs in areas in which we do not provide products or services or are less likely to be awarded contracts. Such changes in spending authorizations and budgetary priorities may occur as a result of shifts in spending priorities from defense-related and other programs due to, among other factors, competing demands for federal funds and the number and intensity of military conflicts, all of which may ultimately have a materially adverse effect on our business operation and financial results.
Recent tariff actions by the United States and other countries may adversely affect demand for our products and services, as well as increase manufacturing costs, which could have a material adverse effect on our business, financial condition and results of operations.
The current U.S. administration issued tariff actions on imports from a broad set of countries, including Canada, Mexico, European Union member states, Japan and China. The effects of these tariffs cannot be predicted with certainty but there is a likelihood that they will create increased supply chain costs for certain inputs to the manufacture of our products and potentially cause shortages of certain raw materials or supplied components. In response to these tariffs, U.S. trading partners have imposed, or are likely to impose, their own tariffs, which could have the effect of increasing the cost of our products and services that are sold to or in foreign countries. In addition, many economists and other market experts have indicated an increased likelihood of global recession as a result of the potential disruption to international trade.
Although a majority of Redwire’s historical sales were to domestic customers and a significant portion of Edge Autonomy’s historical sales to non-U.S. customers were supplied from its factory in Europe, which should mitigate the effects of tariff actions on such sales, foreign sales have and may continue to represent a significant portion of our total revenues. Accordingly, these trade actions and the widespread uncertainty and international tensions resulting therefrom, including, without limitation, the effect on the value of the U.S. dollar relative to other currencies, may adversely affect revenues, costs of sales and production volumes, any of which could materially and adversely harm our business, financial condition and results of operations.
The failure of financial institutions or transactional counterparties could adversely affect our current and projected business operations and our financial condition and results of operations.
We regularly maintain cash balances with financial institutions in excess of the FDIC insurance limit. A failure of a depository institution to return deposits could impact access to our invested cash or cash equivalents and could adversely impact our operating liquidity and financial performance. Similarly, if our customers or suppliers experience liquidity issues as a result of financial institution defaults or non-performance where they hold cash assets, their ability to pay us or provide necessary supplies may become impaired and could have a material adverse effect on our results of operations, including the collection of accounts receivable and cash flows.
Additionally, future adverse developments with respect to specific financial institutions or the broader financial services industry may lead to market-wide liquidity shortages, impair the ability of companies to access near-term working capital needs, and create additional market and economic uncertainty. There can be no assurance that future credit and financial market instability and a deterioration in confidence in economic conditions will not occur. Our general business strategy, including our ability to access existing debt under the terms of our Adams Street Creditand Agreement,JPMorgan credit agreements, may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions. The tightening of credit in financial markets inside and outside of the U.S. could adversely affect the ability of our customers and suppliers to obtain financing and could result in a decrease in or cancellation of orders for our products and services or impact the ability of our customers to make payments.
We operate in evolving industries, have a limited operating history insince anour evolvingacquisition industryof Edge Autonomy and have a history of losses to date, which makes it difficult to forecast our revenue, plan our expenses and evaluate our business and future prospects.
We have a limited operating historyoperate in a rapidly evolving industryindustries that may not develop in a manner favorable to our business.business and we have operated for a limited period of time since our significant acquisition of Edge Autonomy and entry into the uncrewed aircraft systems (“UAS”) and autonomous technology solutions sector. While our business has grown rapidly, and much of that growth has occurred in recent periods, including as a result of our acquisition of Edge Autonomy, space systems, UAS, spacecraft components and space data applications may not continue to develop in a manner that we expect or that otherwise would be favorable to our business. Although we are focused on achieving profitability, there are no assurances we will be able to meet our goals or be able to achieve and sustain profitability in future periods. As a result of our limited operating history,history since our acquisition of Edge Autonomy and recent entry into the UAS and autonomous technology solutions sector, history of operating losses and ongoing changes in our new and evolving industry,industries, including evolving demand for our core offerings, our ability to forecast our future results of operations and plan for and model future growth is limited and subject to a number of uncertainties. We have encountered and expect to continue to encounter risks and uncertainties frequently experienced by growing companies in rapidly evolving industries, such as the risks and uncertainties described herein. Accordingly, we may be unable to prepare accurate internal financial forecasts or replace anticipated revenue that we do not receive as a result of delays arising from these factors, and our results of operations in future reporting periods may be below the expectations of investors or analysts. If we do not address these risks successfully, our results of operations could differ materially from our estimates and forecasts or the expectations of investors or analysts, causing our business to suffer and our common stock price to decline.
As part of growing our business, we have made and may continue to make acquisitions. Any acquisitions, partnerships or joint ventures into which we enterenter, including our acquisition of Edge Autonomy, could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
From time to time, we may evaluate potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties, to add new products and technologies, acquire talent, grow new sales channels or enter into new markets or sales territories. We may not be successful in identifying acquisition, partnership and joint venture candidates. We may also participate in partnerships or joint ventures as a result of acquisitions.
We may not be successful in identifying acquisition, partnership and joint venture candidates. We may also participate in partnerships or joint ventures as a result of acquisitions.
In addition to possible shareholder approval, we may need approvals and licenses from relevant government authorities for the acquisitions to comply with applicable laws and regulations, and a failure to obtain such approvals and licenses could result in delays in completing an acquisition and increased costs, and may disrupt our business strategy. Furthermore, acquisitionsacquisitions, andsuch theas subsequentour integrationacquisition of newEdge assets, businesses, key personnel, customers, vendors and suppliersAutonomy, require significant attention from our management and could result in a diversion of resources from our existing business, which in turn could have an adverse effect on our operations. AcquiredThe acquisition of Edge Autonomy or any other assets or businesses acquired in the future may not generate the financial results we expect. Acquisitions could result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities and potential exposure to unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.
We may be unable to successfully integrate our operations with the acquired company, including Edge Autonomy, and realize the anticipated synergies and other benefits of the acquisition, or we may be unable to do so within the anticipated timeframe.
Acquisitions, such as our acquisition of Edge Autonomy, and the subsequent integration of new assets, businesses, key personnel, customers, vendors and suppliers may require significant costs and attention from our management. For example, our acquisition of Edge Autonomy involved the combination of two companies which previously operated independently. While we expect to benefit from certain synergies in connection with acquisitions, such as our acquisition of Edge Autonomy, and the elimination of duplicative costs associated with general and administrative expenses, among others. we will, however, be required to devote significant management attention and resources to integrating the business practices, cultures and operations of the target company, including Edge Autonomy, with ours. Potential difficulties we may encounter in the integration process of Edge Autonomy and any future acquisitions include, among others, the following:
•the inability to successfully combine our operations in a manner that permits us to achieve the cost savings from the acquisition, or results in the anticipated benefits and synergies of the acquisition not being realized in the timeframe currently anticipated or at all;
•the inability to integrate product lines and capitalize on cross-selling opportunities;
•the inability to resolve potential conflicts that may arise relating to customer, supplier and other important relationships of our businesses;
•potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with the acquisition;
•failure to retain key management and other key employees of the target company;
•the potential need to upgrade the target company’s reporting systems, including internal controls over financial reporting and/or systems, which may be found to have material weaknesses or significant deficiencies;
•the difficulties harmonizing differences in the business cultures;
•failure to continue the operational success of the businesses we acquire or successfully finance or integrate such businesses or the businesses with which we form a partnership or joint venture;
•the challenge of managing the expanded operations of a significantly larger and more complex company and coordinating geographically separate organizations; and
•additional complexities of combining two companies with different histories, organizations, systems, operating procedures, compliance programs, products, markets, customers, technology, networks and other assets.
Management's Discussion & Analysis (MD&A)
New heading “The following Management’s Discussion and Analysis is intended to assist in an understanding of our financial condition and results of operations for fiscal 2025 compared with fiscal 2024 items. Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 11, 2025.”
New heading “Industry and Regulatory Updates”
New heading “U.S. Budget Environment”
New heading “International Developments”
New heading “Geopolitical Environment”
New heading “Impairment Expense”
New heading “Loss on Extinguishment of Debt”
New heading “Business Segment Results of Operations”
Largest changes
“The Company recognized impairment expense of $34.7 million for the year ended December 31, 2025, for which there was no comparable expense in the same period of 2024. During the fourth quarter of 2025, the Company performed its annual quantitative goodwill and long-lived asset impairment tests and recorded a non-cash, pre-tax and post-tax impairment charge of $34.7 million. $2.6 million of this amount related to property, plant and equipment, $10.9 million related to intangible assets, and $20.9 million related to goodwill. …”see in full comparison
“The following Management’s Discussion and Analysis is intended to assist in an understanding of our financial condition and results of operations for fiscal 2025 compared with fiscal 2024 items. Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 11, 2025.”see in full comparison
“During 2025, the Company performed a quantitative assessment for its annual impairment test for each of our reporting units and concluded that the fair value for the Space Europe reporting unit was below its carrying value. Therefore, the Company recognized $20.9 million of goodwill impairment during 2025. Please refer to Note H – Goodwill of the accompanying notes to the consolidated financial statements for further information.”see in full comparison
“The European Commission formally introduced the EU Space Act in June 2025 as a proposed regulation to harmonize legal frameworks across the EU for space activities. It establishes a single market for space service providers and applies to EU and non-EU operators whose activities impact the EU internal market. The regulatory structure will be focused on three areas: safety (including orbital debris mitigation and space situational awareness), resilience (including space-based cybersecurity), and sustainability (including in-orbit servicing). …”see in full comparison
“The SAFE fund, formally established in May 2025, is a new European Union (“EU”) financial instrument that is expected to increase defense spending among member states through common procurement. It will be financed by EU borrowing, with the European Commission authorized to issue up to €150 billion in loans. This funding is intended to strengthen the European Defence Technological and Industrial Base by facilitating joint investments in defense capabilities. EU contracts under SAFE will require greater than 65% of value tied to member-state supply chains. …”see in full comparison
Full comparison: every changed paragraph (108)
The following Management’s Discussion and Analysis is intended to assist in an understanding of our financial condition and results of operations for fiscal 2025 compared with fiscal 2024 items. Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 11, 2025.
The following discussion and analysis is provided as a supplement to, and should be read in conjunction withwith, the consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K. Certain information contained in this discussion and analysis includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to Item 1A. “Risk Factors” and the "“Cautionary Note Regarding Forward-Looking Statements” sections of this Annual Report on Form 10-K. Unless the context otherwise requires, all references in this section to the “Company,” “Redwire,” “we,” “us” or “our” refer to Redwire Corporation and its consolidated subsidiaries.
Redwire is an integrated space and defense technology company focused on advanced technologies including space infrastructure, autonomous systems and multi-domain operations leveraging digital engineering and artificial intelligence automation. Redwire’s proven and reliable space and defense technology capabilities include our space and defense technology and platform offerings of avionics, sensors, and payloads; power generation; structures and mechanisms; radio frequency systems; airborne and spacecraft platforms and missions; and microgravity payloads. Redwire combines decades of flight heritage and proven experience with an agile and innovative culture.
Redwire’s primary business model is providing proven, mission critical solutions based on space and defense technology offerings through both short- and long-duration projects for U.S. and international government and commercial customers. Redwire operates in two business segments: Space and Defense Tech. We organize our business segments based on the nature of the products and services offered.
Redwire is a global leader in mission critical space solutions and high-reliability space infrastructure for the next generation space economy. Our “Heritage plus Innovation” strategy enables us to combine decades of flight heritage with an agile and innovative culture creating new, innovative technologies which are the building blocks of space infrastructure for government and commercial customers.
Redwire’s primarySpace businesssegment model is providing mission critical solutions basedfocuses on coredelivering next-generation spacecraft, large space infrastructureinfrastructure, offeringsand formicrogravity governmentcapabilities to serve civil, national security, and commercial space customers through long-duration projects. We are developing critical space infrastructure that is impacting our terrestrial economy in areas, such as national security, global defense, telecommunications, navigation and timing, and Earth observation.globally. Our core space infrastructure offerings includeare a broad array of modern products and services, which have been enabling space missions since the 1960sflight-proven and have beensupported flight-provenhundreds onof over 200 spaceflightspacecraft, missions, includingand missionsoperations, suchincluding, asbut not limited to, the National Aeronautics andInternational Space Administration’s (“NASA”) Artemis program, New Horizons and Perseverance, the Space Forces’ GPS, andStation, the European Space Agency’s (“ESA”) Project for On-Board Autonomy (“PROBA”), programs.the National Aeronautics and Space Administration’s (“NASA”) Double Asteroid Redirection Test and the Orion space capsule, and the Space Force’s GPS. We are also a provider of innovative technologies with the potential to help transform the economics of space and create new markets for its exploration and commercialization.
Redwire’s Defense Tech segment focuses on delivering combat-proven autonomous systems, optical sensors, advanced optics, resilient energy solutions and radio frequency payloads that provide intelligence, surveillance, and reconnaissance capabilities for customers including the U.S. Department of War (“DoW”, formerly known as the Department of Defense), U.S. Federal Civilian Agencies and allied governments across multiple domains. Our defense technology offerings include field-proven airborne products and services that have decades of innovation and more than 400 thousand flight hours. Key operations include developing and manufacturing Uncrewed Aerial Systems (“UAS”) for commercial, government, and military applications in areas such as surveillance, logistics, reconnaissance, border security, and emergency response. Redwire is committed to delivering innovative space and airborne platforms to help transform the future of multi-domain operations.
Selected year-over-year financial performance metrics and operational developments for the year ended December 31, 2024,2025 are described below.
•Strengthened leadership in Very Low Earth Orbit (“VLEO”) with the award of a $44 million phase 2 contract to advance the Defense Advanced Research Projects Agency’s Otter mission, which leverages Redwire’s SabreSat.
•Entered into an eight-figure agreement with The Exploration Company (“TEC”) to provide two International Berthing and Docking Mechanisms (“IBDM”) to support autonomous rendezvous and docking capabilities for TEC’s Nyx spacecraft.
•Launched 14 PIL-BOXes, studying 18 unique molecules, to the International Space Station (“ISS”); as of December 31, 2025, Redwire had eleven active payload facilities on the ISS.
•Completed acquisition of Edge Autonomy, a leading provider of field-proven uncrewed aerial systems (“UAS”) on June 13, 2025.
•Delivered more than 100 Stalker/Penguin UAS to customers in 7 countries around the world subsequent to the Edge Autonomy acquisition, including the U.S. Army (directly and via the Long Range Reconnaissance (“LRR”) program), U.S. Marine Corps, NATO and other allied nations.
•Opened a new 85,000 square foot facility in Ann Arbor, Michigan to increase production of critical fuel cells to meet growing demand, reflecting a key investment in a domestic, vertical integration strategy for Stalker UAS production.
Industry and Regulatory Updates
U.S. Budget Environment
On March 15, 2025, the President signed into law the Full-Year Continuing Appropriations and Extensions Act of 2025 (PL 119-4), which extended federal funding (including for the U.S. Department of War (“DoW”), formerly referred to as the Department of Defense) at near fiscal year (“FY”) 2024 levels through September 30, 2025, but included an increase of $6 billion to defense spending, with NASA held approximately flat at FY 2024 budget levels of roughly $24.9 billion. Although the full-year continuing resolution offered budget continuity through September 2025, its flat funding and lack of detail on appropriation levels constrained agencies’ procurement efforts to make new awards.
In May 2025, the FY 2026 President’s budget request (“PBR”) proposed reducing NASA’s funding from approximately $24.9 billion to $18.8 billion. The proposal included cuts to the International Space Station operations, Lunar Gateway, the Mars Sample Return program, retiring SLS/Orion after Artemis IV, and several space science initiatives. As part of the “One Big Beautiful Bill” (“OBBB”) passed in July 2025, Congress included a supplemental appropriations package that restored approximately $10 billion in NASA funding. The package provided continued funding for the Artemis missions, Lunar Gateway, International Space Station operations, and infrastructure projects at Johnson Space Center, while leaving certain proposed cuts to science programs in place. On January 23, 2026, the President signed into law $24.4 billion in FY 2026 appropriations for NASA. The combination of both the OBBB and the FY 2026 NASA appropriations enacted into law resulted in a significant increase for a total of $27.5 billion for FY 2026 for NASA. Additionally, on December 18, 2025, Jared Isaacman was sworn in as NASA’s 15th administrator.
On December 18, 2025, Congress passed, and the President signed into law, the National Defense Authorization Act of 2026 (“NDAA”, P.L. 119-60), authorizing annual funding levels for the U.S. Armed Forces and setting expenditures for the DoW. The FY 2026 NDAA authorized a total of $900.6 billion for national defense. The bill also authorized funding and updated U.S. national missile defense policy to reflect the goals of the “Golden Dome for America” initiative.
On February 3, 2026, Congress passed, and the President signed into law, the Consolidated Appropriations Act of 2026, that includes full FY 2026 appropriations for most of the federal government, exclusive of the Department of Homeland Security, which remains under a short-term continuing resolution. The bill provided $839.2 billion in total discretionary defense funding, including research and development funding. The bill includes $13.4 billion in funding for missile defense and space programs to augment and integrate in support of the “Golden Dome for America” initiative.
International Developments
In March 2025, the European Commission introduced the Readiness 2030 package (previously dubbed “ReArm Europe”), to deploy nearly €800 billion over four years for collective defense, including drone systems, missile defense, cyber and autonomous platforms. The package includes a suspension of fiscal constraints allowing up to 1.5% of Gross Domestic Product (“GDP”) to be put toward additional defense spending and launched the €150 billion Safe Action for Europe (“SAFE”) loan facility.
The SAFE fund, formally established in May 2025, is a new European Union (“EU”) financial instrument that is expected to increase defense spending among member states through common procurement. It will be financed by EU borrowing, with the European Commission authorized to issue up to €150 billion in loans. This funding is intended to strengthen the European Defence Technological and Industrial Base by facilitating joint investments in defense capabilities. EU contracts under SAFE will require greater than 65% of value tied to member-state supply chains. Since October 2025, Member States have continued to prepare and submit SAFE-related plans and requests, and public reporting indicates demand for SAFE financing has exceeded the initial €150 billion envelope, which could result in additional financing mechanisms or follow-on programs.
At the June 2025 North Atlantic Treaty Organization summit in The Hague, member states committed to raising combined defense and security spending to 5% of GDP by 2035—including a 3.5% core defense floor, and up to 1.5% in broader security or industrial base investment – up from the prior 2% target.
The European Space Agency’s 2025 budget is approximately €7.7 billion, with continued investment in human and robotic missions, Earth observation, navigation, and telecom infrastructure.
The European Commission formally introduced the EU Space Act in June 2025 as a proposed regulation to harmonize legal frameworks across the EU for space activities. It establishes a single market for space service providers and applies to EU and non-EU operators whose activities impact the EU internal market. The regulatory structure will be focused on three areas: safety (including orbital debris mitigation and space situational awareness), resilience (including space-based cybersecurity), and sustainability (including in-orbit servicing). If enacted by the European Parliament and Council, the regulation is designed to apply from January 1, 2030, with a two‑year transition period for existing missions not yet launched by that date. Since October 2025, Council-level work on the proposed EU Space Act has continued, including circulation of updated compromise text. The proposal remains subject to negotiation and may be modified, delayed, or otherwise revised prior to adoption.
In October 2025, the European Commission and European External Action Service announced additional details of the Readiness 2030 package mentioned above with the release of the “Preserving Peace - Defence Readiness Roadmap 2030”, which is a European Union plan to strengthen Europe's defense capabilities by 2030. The roadmap focuses on increasing defense spending and production, joint procurement efforts, and closing capability gaps. The plan enumerates four flagship projects: the European Drone Defence Initiative, the Eastern Flank Watch, the European Air Shield, and the European Space Shield. The roadmap also aims to establish a unified military mobility area by 2027 to allow for swift troop and equipment movement. Specific funding levels will depend on member state commitments and joint investments.
U.S. and international government spending levels and timely funding thereof may adversely affect our financial condition and operating performance over the short and long term. Please refer to Item 1A. “Risk Factors” included in this Annual Report on Form 10-K, for additional information related to government funding risks.
Geopolitical Environment
We operate in a complex and evolving global space and defense environment and our business is affected by geopolitical issues. Russia’s invasion of Ukraine significantly elevated global geopolitical tensions and security concerns, and following the acquisition of Edge Autonomy, a portion of the combined company’s sales are to customers in Ukraine. Those sales have been declining and may continue to decline in the event that the war and hostilities in Ukraine end, decline or change, or as a result of changes in international support for military assistance to Ukraine.
•Revenues increased 25% for the year ended December 31, 2024 compared to the same period in 2023.
•Selling, general and administrative expenses as a percentage of revenues decreased to 23% for the year ended December 31, 2024 from 28% during the same period in 2023.
•Net loss increased by $87.0 million for the year ended December 31, 2024 compared to the same period in 2023, impacted by $17.7 million of net unfavorable EAC changes and $52.0 million of non-cash loss related to change in fair value of private warrants.
•Net cash used by operating activities was $17.3 million during the year ended December 31, 2024, as compared to net cash provided by operating activities of $1.2 million during the same period in 2023.
•Contracted backlog decreased year-over-year to $296.7 million as of December 31, 2024, as compared to $372.8 million as of December 31, 2023.
•The Company completed its tenth acquisition in August 2024 of Hera Systems, Inc. (“Hera”), a spacecraft development company supporting the evolving requirements for national security missions operating in contested space.
•The Company expanded its global footprint and opened new facilities in California and Poland (Redwire Poland sp z.o.o.), respectively.
•The Company was awarded the Air Force Research Laboratory (“AFRL”) contract to advance enhanced space-based capabilities for the warfighter.
•The Company provided the onboard computer for ESA’s PROBA-3 mission and completed the spacecraft integration and testing, which launched in December 2024.
•The Company successfully 3D-bioprinted the first live human heart tissue through our 3D BioFabrication Facility onboard the ISS.
•The Company secured a follow-on order for Roll-Out Solar Arrays (“ROSA”) for Thales Alenia Space’s telecommunications satellites.
•The Company expanded its spacecraft portfolio to 5 platforms for missions across every orbit: SabreSate; Thresher; Mako; Phantom and Hammerhead.
Subsequent to December 31, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Company agreed to acquire Edge Autonomy Intermediate Holdings, LLC, a Delaware limited liability company (together with its subsidiaries, “Edge Autonomy”) through a series of mergers set forth in the Merger Agreement, for an aggregate purchase price of $925 million, subject to customary working capital, cash and debt adjustments. Edge Autonomy is a leading provider of field-proven uncrewed airborne system technology. Please refer to Note X – Subsequent Events of the accompanying notes to the consolidated financial statements for additional information related to the subsequent acquisition.
We manage and assess our business based on performance on short- and long-term duration contracts, which are typically long-term and involves the design, development and manufacturing of our core offerings and related activities with varying delivery schedules. Therefore, the results of operations for a particular year, or year-over-year comparison may not be indicative of future operating results. Substantially all of our contracts in the Space segment and a portion of our contracts in the Defense Tech segment are accounted for under the percentage-of-completion cost-to-cost method. As a result, revenues on contracts are recorded over time based on progress towards completion for a particular contract, including the estimate of the profit to be earned at completion. The following discussion of material changes in consolidated revenues should be read in tandem with the subsequent discussion of changes in consolidated cost of sales because changes in revenues are typically accompanied by a corresponding change in cost of sales due to the nature of the percentage-of-completion cost-to-cost method.
The Company evaluates the contract value and cost estimates at completion for performance obligations no less frequently than quarterly, and more frequently when circumstances significantly change. Changes in contract estimates occur for a variety of reasons including, but not limited to, changes in contract scope, labor productivity, the nature and technical complexity of the work to be performed, availability and cost volatility of materials, subcontractor and vendor performance, volume assumptions, inflationary trends, and schedule and performance delays. We utilize information available to us at the time when revising our estimates and apply consistent judgementjudgment across the full portfolio of programs. The net unfavorable EAC adjustments in 2025 were primarily due to a $25.2 million unfavorable adjustment, including a $12.9 million loss reserve related to a program in the Company’s Defense Tech segment and $14.1 million unfavorable adjustments related to programs in the Space Europe reporting unit as a result of an increase in estimates made for the programmatic and technical assumptions based on the nature and technical complexity of the work to be performed to meet customer specifications. Refer to Note QP – Revenues of the accompanying notes to the consolidated financial statements for additional information.
Revenues
Revenues increased by $60.3$31.3 million, or 25%,10%, for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023.2024. The year-over-year increase in revenues was primarily related to increases$107.1 in average contract size and increased volumemillion of productionrevenue inrelated to the powerEdge generationAutonomy andacquisition. structuresThis andincrease mechanisms space infrastructure offerings. These increases werewas partially offset by $17.7$41.1 million of net unfavorable EAC adjustments for the year ended December 31, 20242025 as compared to $3.5$17.7 million of net unfavorable EAC adjustments for the same period in 2023.2024. Please refer to Note QP – Revenues of the accompanying notes to the consolidated financial statements for additional information related to the Company’s net EAC adjustments. The increase is also partially offset due to timing in the stage of production cycles year-over-year for certain larger contracts for power generation offerings in the Space segment. The foregoing resulted in decreased volume of production and therefore decreased revenue compared to the same period in 2024.
Cost of sales increased $58.5 million, or 23%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. The year-over-year increase in cost of sales was primarily driven by $70.1 million of costs related to the Edge Autonomy acquisition, including non-cash expense of $13.6 million related to the purchase accounting fair value adjustment to inventory for the inventory on-hand at the Edge Autonomy acquisition date that was subsequently sold, which is non-recurring. The increase is also due to $13.4 million of increases in contract loss reserves recognized during the year ended December 31, 2025 for which there were nominal comparable amounts in 2024. These increases were partially offset by reduced costs due to a shift in the production cycle associated with certain larger contracts in power generation offerings described above.
Cost of sales increased $73.8 million, or 40%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The year-over-year increase in cost of sales was primarily driven by increased labor and subcontractor costs associated with larger contracts in power generation offerings for which there were no related costs during the same period in 2023.
Gross profit decreased $13.5$27.2 million, or 23%,61%, for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023.2024. As a percentage of revenues, gross margin was 15%5% and 24%15% for the yearyears ended December 31, 20242025 and 2023,2024, respectively. The year-over-year decrease in gross margin as a percentage of revenues was driven by changes in contract mix, including larger contracts with lower margins and completion of certain higher margin contracts, impacting the overall contract portfolio gross margin. The decrease is also partially due to a $17.7$54.5 million negative impact of net EAC adjustments for the year ended December 31, 20242025, as compared to $3.5$17.7 million of net unfavorable EAC adjustments for the same period in 2023.2024. Gross profit and gross margin were also adversely impacted by the non-cash expense of $13.6 million related to the purchase accounting fair value adjustment associated with the Edge Autonomy acquisition as described above. Please refer to Note QP – Revenues of the accompanying notes to the consolidated financial statements for additional information related to the Company’s net EAC adjustments.
SG&A expenses increased $99.9 million for the year ended December 31, 2025, as compared with the same period in 2024. SG&A expenses as a percentage of revenues also increased to 51% for the year ended December 31, 2025 from 23% during the same period in 2024. The year-over-year increase in SG&A expenses was primarily driven by an increase in share-based compensation of $47.1 million, including $44.4 million related to the Edge Incentive Units, for which there was no comparable cost in 2024. The increase is also due to $48.5 million in SG&A expenses, other than equity-based compensation, related to Edge Autonomy for which there is no comparable cost in 2024. The increase is also partially due to an increase in labor related costs, including severance, intangible amortization and professional fees.
SG&A expenses increased $2.9 million, or 4%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023. The year-over-year increase in SG&A expenses was primarily driven by an increase in legal expenses, share-based compensation and marketing expenses of $2.8 million, $2.7 million and $0.8 million, respectively. These increases were partially offset by a decrease in professional fees and insurance expense of $3.4 million. SG&A expenses as a percentage of revenues decreased to 23% for the year ended December 31, 2024 from 28% during the same period in 2023. This decrease reflects the Company’s continued focus on cost discipline and streamlining corporate overhead costs to enhance operating leverage.
Transaction expenses increased $9.1$12.1 million for the year ended December 31, 2024, as compared with the same period in 2023. The increase is primarily due to costs incurred related to the HeraEdge Autonomy acquisition asfor wellthe year ended December 31, 2025, as pre-acquisitioncompared costs incurred consisting of due diligence and additional expenses related to prospective acquisitions, includingwith the subsequentsame acquisitionperiod ofin Edge Autonomy.2024. Please refer to Note XC – SubsequentBusiness EventsCombinations of the accompanying notes to the consolidated financial statements for additional information related to the subsequent acquisition.acquisitions.
Impairment Expense
The Company recognized impairment expense of $34.7 million for the year ended December 31, 2025, for which there was no comparable expense in the same period of 2024. During the fourth quarter of 2025, the Company performed its annual quantitative goodwill and long-lived asset impairment tests and recorded a non-cash, pre-tax and post-tax impairment charge of $34.7 million. $2.6 million of this amount related to property, plant and equipment, $10.9 million related to intangible assets, and $20.9 million related to goodwill. Please refer to Note F, Note G, and Note H of the accompanying notes to the consolidated financial statements for additional information related to impairment.
Research and development expenses increased $1.1$13.6 million, or 23%,million for the year ended December 31, 20242025 as compared towith the yearsame endedperiod Decemberin 31, 2023. The increase was2024 primarily due to strategic$14.9 decisionsmillion toof invest in future developmentscosts related to avionics,the sensorsEdge andAutonomy platforms, structures and mechanisms, power generation technologies and microgravity payloads.acquisition.
Interest expense, net increased $2.8$26.2 million, or 26%,million for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023.2024. This increase was primarily related to $20.0 million of interest expense recognized related to the repayment of the Seller Note (as defined below). The increase is also partially due to interest on the new JPMorgan Credit Agreement entered into during the year ended December 31, 2025, as well as an increase in borrowings on the Adams Street revolving credit facility compared to 2023.2024. Please refer to Note JI – Debt of the accompanying notes to the consolidated financial statements for additional information related to the Company’s debt obligations.
Loss on Extinguishment of Debt
The Company recognized $1.0 million as a loss on extinguishment of debt related to the write-off of unamortized discount and deferred financing costs associated with the term loans and revolving credit facility under the Adams Street Credit Agreement as a result of the early re-payment on the related loans. Please refer to Note I – Debt of the accompanying notes to the consolidated financial statements for additional information related to the Company’s debt obligations.
Other (income) expense, net increaseddecreased by $59.1$79.5 million for the year ended December 31, 2024,2025, from net expense to net income as compared to the year ended December 31, 2023.2024. This year-over-year increasechange was primarily due to a $52.0gain of $16.1 million lossrecognized as a result of ana increasedecrease in the fair value of the Company’s private warrant liability for the year ended December 31, 2024 as2025 compared to a $2.0loss of $52.0 million lossrecognized during the same period in 2023,2024. drivenThe bychange is also due to a larger increasedecrease in theexpense Company’sof common$8.0 stockmillion pricedue to a legal settlement recognized during the year ended December 31, 2024 as compared to the increase during 2023. The increase was also due to an $8.0 million loss contingency recognized for a litigation matter, for which there was no comparable costactivity in 2023.the current year. Please refer to Note N – Commitments and Contingencies and Note D – Fair Value of Financial Instruments of the accompanying notes to the consolidated financial statements for additional information related to litigationthe matters andCompany’s private warrants, respectively.warrants.
What changed in the latest 10-Q
Risk Factors
As of June 30, 2026, there have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Full comparison: every changed paragraph (1)
As of MarchJune 31,30, 2026, there have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Management's Discussion & Analysis (MD&A)
New heading “Results of operations for the six months ended June 30, 2026 compared to the six months ended June 30, 2025:”
New heading “For purposes of the following discussion and analysis, the financial impact related to the June 2025 acquisition of Redwire Defense Tech Intermediate Holdings, LLC (f/k/a Edge Autonomy Intermediate Holdings, LLC) and its subsidiaries, is referred to as the “Edge Autonomy Acquisition.””
New heading “Gross Profit and Margin”
New heading “Selling, General and Administrative (“SG&A”) Expenses”
New heading “Transaction Expenses”
New heading “Research and Development”
New heading “Interest Expense, net”
New heading “Loss on Extinguishment of Debt”
New heading “Other (Income) Expense, net”
New heading “Income Tax Expense (Benefit)”
New heading “Results of operations for the three months ended June 30, 2026 compared to the three months ended June 30, 2025:”
New heading “Results of operations for the six months ended June 30, 2026 compared to the six months ended June 30, 2025:”
New heading “Adjusted EBITDA”
Largest changes
“Adjusted EPS is defined as U.S. GAAP diluted earnings per share (the most directly comparable U.S. GAAP measure) before transaction expenses, acquisition integration costs, purchase accounting fair value adjustment related to deferred revenue and inventory, litigation expenses, equity-based compensation, debt financing costs and extinguishment losses and changes in fair value of private warrants, adjusted to assume the Company’s Convertible Preferred Stock does not exist. …”see in full comparison
“For purposes of the following discussion and analysis, the financial impact related to the June 2025 acquisition of Redwire Defense Tech Intermediate Holdings, LLC (f/k/a Edge Autonomy Intermediate Holdings, LLC) and its subsidiaries, is referred to as the “Edge Autonomy Acquisition.””see in full comparison
“Results of operations for the three months ended June 30, 2026 compared to the three months ended June 30, 2025:”see in full comparison
“Results of operations for the six months ended June 30, 2026 compared to the six months ended June 30, 2025:”see in full comparison
“Results of operations for the six months ended June 30, 2026 compared to the six months ended June 30, 2025:”see in full comparison
Full comparison: every changed paragraph (108)
During the firstsecond quarter of 2026:
•Revenues increased 58%90% for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025.
•Gross margin increased to 27%28% for the three months ended MarchJune 31,30, 2026 from 15%(31)% during the same period in 2025.
•Net loss increaseddecreased $73.6$56.0 million to $(41.0) million for the three months ended MarchJune 31,30, 2026 compared to the same period in 2025.
•Book-to-bill ratio increaseddecreased to 1.921.42 for the three months ended MarchJune 31,30, 2026 from 0.921.47 for the same period in 2025.
•Backlog increased to $498.1$542.1 million as of MarchJune 31,30, 2026 from $411.2 million as of December 31, 2025.
•Completed on-orbit operations for pharmaceutical drug development investigations in partnership with researchers at Aspera Biomedicines, Bristol Myers Squibb, Rowan University, and Purdue University, marking more than 50 PIL-BOXes flown inception-to-date.
•Awarded follow-on orders for Stalker Block 30 from both the Marine Corps Portfolio Acquisition Executive Robotic Autonomous Systems and the 1st Aviation Brigade, U.S. Army Aviation Center of Excellence.
•Awarded contracts to deliver Penguin uncrewed aerial systems across the globe, including a multi-year contract from an undisclosed NATO ally country and a Tranche 1 contract from Taiwan Color Optics, Inc. for the Taiwan Coast Guard.
•Delivered nearly 200 Octopus ISR payloads year-to-date, a more than 15% increase year-over-year, and announced two new Octopus products, the Octopus E140 MWIR and E180 HD MWIR.
•Awarded a $12.8 million contract to deliver Extensible Low-Profile Solar Array (“ELSA”) wings to Moog, Inc. marking the first sale of ELSA, a new high-performance, low-mass solar array product.
•Received purchase orders totaling more than $20.0 million during the first quarter supporting the Portfolio Acquisition Executive Robotic Autonomous Systems Aircraft Program Management Office Family of Small UAS Team, encompassing the Marine Corps’ first acquisition of the Advanced Navigation version of the Stalker Block 30.
•Supported a cancer therapy investigation led by Aspera Biomedicines that launched during the quarter using PIL-BOX; in addition, announced the award of an additional $4.0 million from NASA to support new drug development investigations on the International Space Station.
•Awarded a contract to develop a quantum-secure satellite under the European Space Agency’s Quantum Key Distribution Satellite (“QKDSat”) program as part of a multi-country consortium that includes Honeywell Aerospace.
•Subsequent to the end of the first quarter of 2026, Redwire’s advanced imaging and navigation technology launched on board the Orion spacecraft as part of NASA’s historic Artemis II mission, the first crewed mission for the Artemis program.
The U.S. Government FY (“GFY”) 2027 budget process has commenced with both administration and congressional activity proceeding in the ordinary course. We are not yet able to assess any impact that the GFY 2027 budget will have on Redwire's business. We will continue to monitor developments as the appropriations process continues.
In March 2025, the European Commission introduced the Readiness 2030 package (previously dubbed “ReArm Europe”), to deploy nearly €800 billion over four years for collective defense, including drone systems, missile defense, cyber and autonomous platforms. The package includes a suspension of fiscal constraints allowing up to 1.5% of Gross Domestic Product (“GDP”) to be put toward additional defense spending and launched the €150 billion Safe Action for Europe (“SAFE”) loan facility. During the first quarter of 2026, implementation of the Readiness 2030 initiative advanced,continues to advance, including adoption of implementing decisions for multiple member states under the SAFE financing mechanism and expected initial loan disbursements beginning in the second quarter of 2026.
The European Commission formally introduced the EU Space Act in June 2025 as a proposed regulation to harmonize legal frameworks across the EU for space activities. It establishes a single market for space service providers and applies to EU and non-EU operators whose activities impact the EU internal market. The regulatory structure will be focused on three areas: safety (including orbital debris mitigation and space situational awareness), resilience (including space-based cybersecurity), and sustainability (including in-orbit servicing). If enacted by the European Parliament and Council, the regulation is designed to apply from January 1, 2030, with a two‑year transition period for existing missions not yet launched by that date. Discussions and commentary on the EU Space Act progressedcontinues duringto the first quarter of 2026,progress, but no comprehensive language has yet been agreed by relevant stakeholders.
The Company evaluates the contract value and cost estimates at completion for performance obligations no less frequently than quarterly, and more frequently when circumstances significantly change. Changes in contract estimates occur for a variety of reasons including, but not limited to, changes in contract scope, labor productivity, the nature and technical complexity of the work to be performed, availability and cost volatility of materials, subcontractor and vendor performance, volume assumptions, inflationary trends, and schedule and performance delays. We utilize information available to us at the time when revising our estimates and apply consistent judgment across the full portfolio of programs. The gross unfavorable EAC adjustments infor the six months ended June 30, 2026 were primarily due to $6.8$16.2 million unfavorable adjustments in the Space segment as a result of an increase in estimates made for the programmatic and technical assumptions based on the nature and technical complexity of the work to be performed to meet customer specifications. ThisThe wasgross partiallyfavorable offsetadjustments byare $5.6primarily due to $10.2 million of favorable adjustments in the Defense Tech segment, inclusive of the reversal of loss reserves in the amount of $3.6$6.7 million. Refer to Note N – Revenues of the accompanying notes to the condensed consolidated financial statements for additional information.
Results of operations for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025:
Revenues increased by $35.6$55.3 million, or 58%,90%, for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. The increase in revenues is primarily driven by $36.4$49.1 million of revenues related to the Edge Autonomy AcquisitionAcquisition, which was completed on June 13, 2025 and $4.0therefore millionhas ofminimal revenuecomparable relatedamounts to a favorable shift in the Company’s contract mix.year-over-year. The increase is partiallyalso offsetdue byto $4.8 million oflower net unfavorable EAC adjustments of $3.2 million for the three months ended MarchJune 31,30, 2026 as compared to $3.1$17.7 million of net unfavorable EAC adjustments for the same period in 2025.
Cost of sales increased $18.8$3.7 million, or 36%,5%, for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. The year-over-year increase in cost of sales was primarily driven by $19.3$22.7 million of costs related to the Edge Autonomy Acquisition, which was completed inon theJune second quarter of13, 2025 and therefore has nominimal comparable amounts year-over-year. This increase was partially offset due to the reversal of $3.2 million in contract loss reserves compared to the establishment of $7.5 million in contract reserves during the same period in 2025, resulting in a $10.7 million decrease in cost of sales. The increase was further offset by a reduction in cost of sales due to a shift in the firstproduction quartercycle ofassociated 2025.with certain larger contracts within the Space segment.
Gross profit increased $16.8$51.6 million for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. Further, as a percentage of revenues, gross margin increased to 27%28% for the three months ended MarchJune 31,30, 2026 from 15%(31)% during the same period in 2025. The year-over-year increase in gross profit and margin was primarily driven by thea Edgedecrease Autonomy Acquisition amounting to $17.1 million. Further, this amount was offset by $1.1 million due toin net unfavorable EAC adjustments forof $25.2 million year-over-year. The increase is also due to $32.3 million of contributed gross profit from the threeEdge monthsAutonomy endedacquisition Marchwhich 31,impacted 2026.changes in the contract mix, including increases of contracts with higher margins and the completion or near completion of larger contracts with lower margins. Please refer to Note N – Revenues of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s net EAC adjustments.
SG&A expenses increaseddecreased $64.1$12.4 million for the three months ended MarchJune 31,30, 2026, as compared with the same period in 2025. This contributed to a year-over-year increasedecrease of SG&A as a percentage of revenue to 85%36% for the three months ended MarchJune 31,30, 2026 from 31%88% for the same period in 2025. The year-over-year increasedecrease was primarily due to $59.1the non-recurring $29.6 million expense in 2025 related to the Edge Incentive Units. The decrease was partially offset by an increase of $13.4 million in SG&A expensesexpenses, other than equity-based compensation, related to the Edge Autonomy Acquisition, includingwhich $42.1was millioncompleted related toat the accelerated vestingend of the Edgesecond Incentivequarter Units,of for2025 whichand theretherefore washas nominimal comparable costamounts in the same period of 2025. The increase was further driven by increased costs for acquisition integration support and increased investment in bid and proposal solicitation activities.year-over-year.
Transaction expenses decreased $3.8$16.6 million for the three months ended MarchJune 31,30, 2026, as compared with the same period in 2025. The decrease is primarily due to pre-acquisitionacquisition costs incurred during the three months ended MarchJune 31,30, 2025, consisting of due diligence and expenses related to prospective acquisitions, including the Edge Autonomy Acquisition of which there is minimal comparable expense during the three months ended MarchJune 31,30, 2026.
Research and development expenses increased $11.8$10.8 million during the three months ended MarchJune 31,30, 2026, as compared with the same period in 2025. The increase is primarily related to $7.9$6.1 million of costs related the Edge Autonomy Acquisition forAcquisition, which there was nocompleted on June 13, 2025 and therefore has minimal comparable costsamounts during same period in 2025.year-over-year. The remaining increase of $3.9 million is primarily driven by strategic investments in the development of high potential, emerging opportunities within the Space segment.
Interest expense, net decreased $1.1$23.0 million for the three months ended MarchJune 31,30, 2026, as compared with the threesame monthsperiod ended March 31,in 2025. The decrease was primarily due to the non-recurring interest expense of $20.0 million recognized in 2025 related to the repayment of the Seller Note. The change was also due to a decrease in the effective interest rate year-over-year primarily due to a reduced interest rate on the JPM A&R Credit AgreementAgreement, enteredas into during the three months ended March 31, 2026amended, and the Company no longer holding the term loans and revolver loans under the Adams Street Credit Agreement. Refer to Note H – Debt of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s debt obligations.
The Company recognized $2.5$1.2 million as a loss on extinguishment of debt for the three months ended June 30, 2026, related to the write-off of unamortized discount and deferred financing costs associated with the refinancingamendment of the JPM A&R Credit Agreement and the termination of the Adams Street Credit Agreement. Please refer to Note H – Debt of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s debt obligations.
Other (income) expense, net remained materially consistent for the three months ended June 30, 2026, as compared to the same period in 2025.
Other (income) expense, net increased by $15.9 million for the three months ended March 31, 2026, from net income to net expense as compared to the same period in 2025. The year-over-year change was primarily due to loss recognized as a result of changes in the fair value of the private warrant liability of $0.3 million during the three months ended March 31, 2026 as compared to a $13.6 million gain recognized during the same period of 2025, resulting in a total change of $14.0 million. Refer to Note D – Fair Value of Financial Instruments of the accompanying notes to the condensed consolidated financial statements for additional information related to the fair value of private warrants.
The Company recorded tax expense of $0.6$1.9 million for the three months ended MarchJune 31,30, 2026, as compared to a tax benefit of $0.2$32.6 million for the three months ended MarchJune 31,30, 2025. This change in income tax expense is primarily related to the increase in the valuation allowance for the three months ended MarchJune 31,30, 2026.2026 compared to a decrease in the Company’s valuation allowance for the same period in 2025 and the mix in earnings between U.S. and foreign jurisdictions year-over-year. Refer to Note K – Income Taxes of the accompanying notes to the condensed consolidated financial statements for further discussion.
Results of operations for the six months ended June 30, 2026 compared to the six months ended June 30, 2025:
For purposes of the following discussion and analysis, the financial impact related to the June 2025 acquisition of Redwire Defense Tech Intermediate Holdings, LLC (f/k/a Edge Autonomy Intermediate Holdings, LLC) and its subsidiaries, is referred to as the “Edge Autonomy Acquisition.”
Revenues increased by $90.9 million, or 74%, for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The year-over-year increase in revenues was primarily related to $85.6 million of revenue related to the Edge Autonomy Acquisition, which was completed at the end of the second quarter of 2025 and therefore has minimal comparable amounts year-over-year. This increase was also due to a decrease in net unfavorable EAC adjustments year-over-year of $12.9 million. Please refer to Note N – Revenues of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s net EAC adjustments. The increase was partially offset due to timing in the stage of production cycles year-over-year for certain larger contracts for large space structure offerings in the Space segment. The foregoing resulted in decreased volume of production and therefore decreased revenue compared to the same period in 2025.
Cost of Sales
Cost of sales increased $22.5 million, or 17%, for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. The year-over-year increase in cost of sales was primarily driven by $42.0 million of costs related to the Edge Autonomy acquisition, which was completed at the end of the second quarter of 2025 and therefore has minimal comparable amounts year-over-year. This increase was partially offset due to the reversal of $6.9 million in contract loss reserves compared to the establishment of $7.5 million in contract reserves during the same period in 2025, resulting in a $14.3 million decrease in cost of sales year-over-year. The increase was further offset by reduced costs due to a shift in the production cycle associated with certain larger contracts in power generation offerings described above.
Gross Profit and Margin
Gross profit increased $68.4 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. As a percentage of revenues, gross margin was 27% and (8)% for the six months ended June 30, 2026 and 2025, respectively. The year-over-year increase in gross margin as a percentage of revenues was partially driven by a decrease in net unfavorable EAC adjustments of $27.2 million year-over-year. The increase is also due to changes in the contract mix, including the completion or near completion of larger contracts with lower margins and increases of contracts with higher margins, impacting the overall contract portfolio gross margin, particularly in the Defense Tech segment. Please refer to Note N – Revenues of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s net EAC adjustments.
Selling, General and Administrative (“SG&A”) Expenses
SG&A expenses increased $51.8 million for the six months ended June 30, 2026, as compared with the same period in 2025 but SG&A expenses as a percentage of revenues decreased to 58% for the six months ended June 30, 2026 from 59% during the same period in 2025. The year-over-year increase in SG&A expenses was primarily driven by an increase in equity-based compensation of $14.4 million, primarily related to the accelerated vesting of the Edge Incentive Units during the six months ended June 30, 2026. The increase is also due to $29.2 million in SG&A expenses, other than equity-based compensation, related to Edge Autonomy for which there is minimal comparable cost in 2025. The increase is also partially due to an increase in depreciation and amortization offset by decreases in professional fees and severance costs.
Transaction Expenses
Transaction expenses decreased $20.4 million primarily due to costs incurred related to the Edge Autonomy acquisition for the six months ended June 30, 2025, as compared with the same period in 2026, for which there are minimal comparable costs. Please refer to Note C – Business Combinations of the accompanying notes to the condensed consolidated financial statements for additional information related to acquisitions.
Research and Development
Research and development expenses increased $22.6 million for the six months ended June 30, 2026 as compared with the same period in 2025 primarily due to $14.0 million of costs related to the Edge Autonomy acquisition, which was completed at the end of the second quarter of 2025 and therefore has minimal comparable amounts year-over-year. The remaining increase is primarily driven by strategic investments in the development of high potential, emerging opportunities within the Space segment.
Interest Expense, net
Interest expense, net decreased $24.1 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. This decrease was primarily related to $20.0 million of interest expense recognized during the six months ended June 30, 2025 related to the non-recurring repayment of the Seller Note. The decrease is also partially due to lower effective interest rates on the JPM A&R Credit Agreement, as amended, as well as decreased borrowings as the Company no longer has outstanding loans on the Adams Street Credit Agreement. Please refer to Note H – Debt of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s debt obligations.
Loss on Extinguishment of Debt
The Company recognized $3.7 million as a loss on extinguishment of debt for the six months ended June 30, 2026, related to the write-off of unamortized discount and deferred financing costs associated with the termination of the Adams Street Credit Agreement as well as the refinancing and voluntary prepayment of $40.0 million on the term loans under the JPM A&R Credit Agreement. Please refer to Note H – Debt of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s debt obligations.
Other (Income) Expense, net
Other (income) expense, net increased by $17.0 million for the six months ended June 30, 2026, from net income to net expense as compared to the six months ended June 30, 2025. This year-over-year change was primarily due to an increase in the loss recognized as a result of an increase in the fair value of the Company’s private warrant liability of $12.1 million and change to a net loss on foreign currency transactions during the six months ended June 30, 2026 compared to a net gain during the six months ended June 30, 2025. Please refer to Note D – Fair Value of Financial Instruments of the accompanying notes to the condensed consolidated financial statements for additional information related to the Company’s private warrants.
Income Tax Expense (Benefit)
The table below provides information regarding our income tax expense (benefit) for the following periods:
The effective tax rate changed to 2.2% for the six months ended June 30, 2026 as compared to (24.7)% for the six months ended June 30, 2025, primarily related to the increase in the valuation allowance for the six months ended June 30, 2026 compared to a decrease for the same period in 2025 and the mix in earnings between U.S. and foreign jurisdictions year-over-year. Please refer to Note K – Income Taxes of the accompanying notes to the condensed consolidated financial statements for additional information.
Revenues, gross profit and operating profit of our business segments exclude inter-segment sales, cost of sales and profit as these activities are eliminated in consolidation and thus are not included in management’s evaluation of performance of each segment.
BusinessResults of our business segments exclude inter-segment sales, cost of sales and profit as these activities are eliminated in consolidation and thus are not included in management’s evaluation of performance of each segment. Additionally, business segment operating profitresults excludesexclude a portion of corporate costs not considered allowable or allocable to contracts, and other items not considered part of management’s evaluation of segment operating performance.
Revenues, cost of sales and operating profit for each of our business segments were as follows:
Corporate charges presented in the tables below mainly consistsconsist of corporate overhead costs maintained at the corporate level, including gains and losses related to financial instruments measured at fair value.level. These expenses include costs relating to treasury, accounting, consulting, advisory, legal, tax and audit, insurance, financial reporting services and various administrative expenses related to the corporate headquarters.
Results of operations for the three months ended June 30, 2026 compared to the three months ended June 30, 2025:
Revenues, cost of sales, operating income (loss) and Segment Adjusted EBITDA for each of our business segments were as follows:
Space segment revenues increaseddecreased by $0.5$1.5 million, or 1%,(3)%, for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. The year-over-year increasedecrease in revenues is primarily related to timing in the stage of production cycles year-over-year for certain contracts in the next-generation space andlarge space infrastructure offering.offerings. ThisThe increaseforegoing isresulted partiallyin offsetdecreased by $6.8 millionvolume of netproduction unfavorableand EACtherefore adjustmentsdecreased for the three months ended March 31, 2026 asrevenue compared to $2.6 million of net unfavorable EAC adjustments for the same period in 2025. The decrease was partially offset by a reduction in net unfavorable EAC adjustments of $5.2 million year-over-year.
RDW insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 8 filings (6 insiders, 12 trade dates, 49,804,219 shares, about $590.3M). Net open-market shares: -49,804,219 (purchases minus sales); net value about -$590.3M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-23 | Greene Michael Robert |
Open-market sale | 929,435 | $11.34 | $10.5M |
| 2026-07-14 | Futch Aaron Michael |
Shares withheld for tax | 2,271 | $9.74 | $22.1K |
| 2026-07-14 | Futch Aaron Michael |
Grant/award | 45,455 | — | — |
| 2026-07-14 | Cannito Peter Anthony Jr |
Grant/award | 190,637 | — | — |
| 2026-07-14 | Cannito Peter Anthony Jr |
Shares withheld for tax | 12,631 | $9.74 | $123.0K |
| 2026-07-14 | Gold Michael N. |
Shares withheld for tax | 3,777 | $9.74 | $36.8K |
| 2026-07-14 | Gold Michael N. |
Grant/award | 63,637 | — | — |
| 2026-07-14 | Edmunds Chris |
Shares withheld for tax | 1,160 | $9.74 | $11.3K |
| 2026-07-14 | Edmunds Chris |
Grant/award | 76,364 | — | — |
| 2026-07-11 | Futch Aaron Michael |
Shares withheld for tax | 1,834 | $10.18 | $18.7K |
| 2026-07-11 | Gold Michael N. |
Shares withheld for tax | 11,457 | $10.18 | $116.6K |
| 2026-07-11 | Cannito Peter Anthony Jr |
Shares withheld for tax | 25,369 | $10.18 | $258.3K |
| 2026-07-11 | Edmunds Chris |
Shares withheld for tax | 3,372 | $10.18 | $34.3K |
| 2026-07-10 | Heston Gregory L |
Grant/award | 14,735 | — | — |
| 2026-07-03 | Edmunds Chris |
Shares withheld for tax | 2,522 | $11.31 | $28.5K |
| 2026-07-03 | Gold Michael N. |
Shares withheld for tax | 8,122 | $11.31 | $91.9K |
| 2026-07-03 | Cannito Peter Anthony Jr |
Shares withheld for tax | 19,168 | $11.31 | $216.8K |
| 2026-06-11 | Aeroequity Gp, Llc |
Option exercise | 2,000,000 | $11.50 | $23.0M |
| 2026-06-11 | Aeroequity Gp, Llc |
Open-market sale | 1,070,565 | $21.48 | $23.0M |
| 2026-05-21 | Brothers Louis R Jr |
Grant/award | 9,772 | — | — |
| 2026-05-21 | Calvelli Frank |
Grant/award | 9,772 | — | — |
| 2026-05-21 | Isham Joanne O'rourke |
Grant/award | 9,772 | — | — |
| 2026-05-21 | Hayes Dorothy D |
Grant/award | 9,772 | — | — |
| 2026-05-21 | Mcconville James |
Grant/award | 9,772 | — | — |
| 2026-05-21 | Aeroequity Gp, Llc |
Grant/award | 19,544 | — | — |
| 2026-05-18 | Greene Michael Robert |
Conversion | 15,247,586 | $3.05 | $46.5M |
| 2026-05-18 | Greene Michael Robert |
Open-market sale | 5,659,509 | $14.50 | $82.1M |
| 2026-05-18 | Greene Michael Robert |
Open-market sale | 9,588,077 | $13.30 | $127.5M |
| 2026-04-22 | Ae Red Holdings, Llc |
Open-market sale | 21,365,909 | $10.85 | $231.8M |
| 2026-04-21 | Rowe David H. |
Open-market sale | 977,887 | $10.57 | $10.3M |
| 2026-04-20 | Rowe David H. |
Open-market sale | 1,766,372 | $10.23 | $18.1M |
| 2026-04-17 | Edge Autonomy Ultimate Holdings, Lp |
Open-market sale | 2,034,536 | $10.77 | $21.9M |
| 2026-04-16 | Edge Autonomy Ultimate Holdings, Lp |
Open-market sale | 3,145,207 | $10.57 | $33.2M |
| 2026-04-15 | Ae Industrial Partners Fund Ii-B, Lp |
Open-market sale | 692,936 | $9.70 | $6.7M |
| 2026-04-14 | Ae Industrial Partners Fund Ii-B, Lp |
Open-market sale | 1,202,375 | $9.92 | $11.9M |
| 2026-04-13 | Rowe David H. |
Open-market sale | 790,393 | $9.78 | $7.7M |
| 2026-04-10 | Rowe David H. |
Open-market sale | 581,018 | $9.31 | $5.4M |
Well-known investors holding RDW (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Renaissance Technologies | 2026-06-30 | 9,399,700 | $115.0M | 0.16% | New position |
| D. E. Shaw & Co. | 2026-06-30 | 3,734,733 | $45.7M | 0.03% | Added 72% |
| Millennium Management (Israel Englander) | 2026-06-30 | 2,235,558 | $27.3M | 0.02% | Added 349% |
| Two Sigma Investments | 2026-06-30 | 1,155,032 | $14.1M | 0.01% | Reduced 62% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 947,121 | $11.6M | 0.0% | Added 479% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 914,774 | $11.2M | 0.01% | Reduced 76% |