Firefly Aerospace (FLY) registers 11.11M resale shares after SciTec deal

Rhea-AI Filing Summary

Firefly Aerospace Inc. updates its prospectus supplement to register 11,111,116 shares of Common Stock for resale by selling securityholders in connection with the acquisition of SciTec Innovations, LLC. The supplement incorporates a Form 8-K disclosing annual meeting results. The prospectus states proceeds are from selling securityholders, not the company.

Insights

Securities Offering Attorney

Registrations list resale of acquisition consideration shares by selling holders.

The supplement registers 11,111,116 shares of Common Stock received by selling securityholders as consideration in the SciTec Innovations acquisition. The filing is a resale registration: proceeds treatment is aligned with secondary sales by holders.

Cash‑flow treatment is stated as resale proceeds to the selling securityholders; timing and transaction methods are governed by the prospectus terms and any applicable trading plan. Subsequent filings would disclose distribution mechanics if required.

Corporate Governance Analyst

Annual meeting voting outcomes confirmed directors and auditor ratification.

Stockholders elected the director nominees and ratified Grant Thornton LLP as the independent registered public accounting firm. Vote tallies are reported with rounded figures for each proposal.

These routine governance outcomes were disclosed in the attached Form 8-K; they do not, by themselves, change corporate control or capital structure disclosed in the supplement.

Key Figures

Registered shares: 11,111,116 shares Nasdaq closing price: $41.33 For vote — auditor ratification: 118,104,954 votes +1 more

4 metrics

Registered shares 11,111,116 shares registered for resale in prospectus supplement

Nasdaq closing price $41.33 closing price of Common Stock on June 4, 2026

For vote — auditor ratification 118,104,954 votes votes for ratification of Grant Thornton LLP

Director election example (Jason Kim) 90,751,983 votes votes for election of Jason Kim

Key Terms

Selling Securityholders, Prospectus Supplement, resale

3 terms

Selling Securityholders regulatory

"offer and sale from time to time by the selling securityholders named in the Prospectus"

Selling securityholders are existing owners of a company's stocks or other tradable claims who are offering some or all of their holdings for sale in a public offering or secondary transaction. Investors watch these sellers because large or insider sales can increase the number of shares available, put downward pressure on price, and signal insiders’ views about future prospects—much like many people selling tickets at once can change the market for an event.

Prospectus Supplement regulatory

"This prospectus supplement updates and supplements the prospectus dated December 19, 2025"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

resale financial

"offer and sale from time to time by the selling securityholders of up to 11,111,116 shares"

Resale is the act of selling an item, asset, or security by someone who previously bought it rather than by the original maker or issuer. It matters to investors because resale activity affects how easily an investment can be sold, the price buyers are willing to pay, and the potential profit or loss — like selling a used car: condition, demand and market rules determine what you can get for it.

Offering Details

resale/secondary

Offering

Offering Type resale/secondary

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Available on EDGAR 06/05/2026 - 04:42 PM Accepted by SEC EDGAR 06/05/2026 - 04:36 PM Learn about SEC filing dates

FAQ

What is being registered for resale in the Firefly Aerospace (FLY) prospectus supplement?

The supplement registers 11,111,116 shares of Common Stock for resale by selling securityholders. The shares were issued as consideration in the acquisition of SciTec Innovations and are offered by those selling holders, not the company.

Who receives proceeds from sales of the registered shares in the FLY prospectus supplement?

Proceeds from sales of the registered shares are received by the selling securityholders, not Firefly Aerospace. The prospectus describes these as resale transactions of shares issued as acquisition consideration.

Does the prospectus supplement change Firefly Aerospace’s auditor or board composition?

The attached Form 8-K reports that stockholders ratified Grant Thornton LLP as independent auditor and elected director nominees to three-year terms. These were routine governance votes reported at the annual meeting.

What was Firefly Aerospace’s recent Nasdaq closing price mentioned in the supplement?

The prospectus supplement cites a Nasdaq closing price of $41.33 per share for Common Stock on June 4, 2026. This figure is included as a market reference in the supplement.

Prospectus Supplement No. 8 (to Prospectus dated December 19, 2025) Filed Pursuant to Rule 424(b)(3) Registration No. 333-291599

11,111,116 Shares

Common Stock

This prospectus supplement updates and supplements the prospectus dated December 19, 2025, as supplemented or amended from time to time (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-291599). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 5, 2026 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.

The Prospectus relates to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”) of up to 11,111,116 shares of Common Stock, par value $0.0001 per share (the “Common Stock”) of Firefly Aerospace Inc. (“Firefly Aerospace”) that were received by such Selling Securityholders as consideration in connection with Firefly Aerospace’s acquisition of SciTec Innovations, LLC, a Delaware limited liability company.

This prospectus supplement should be read in conjunction with the Prospectus. This prospectus supplement updates and supplements the information in the Prospectus. If there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our Common Stock is listed on the Nasdaq Global Market under the symbol “FLY”. On June 4, 2026, the closing price of our Common Stock was $41.33 per share.

Investing in our Common Stock involves risks. See “Risk Factors” beginning on page 9 of the Prospectus, and under similar headings in any further amendments or supplements to the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is June 5, 2026.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 04, 2026

Firefly Aerospace Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-42789	81-5194980
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2203 Scottsdale Drive
Leander, Texas				78641
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 512 893-5570

N/A

(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
Common stock, par value $0.0001 per share		FLY		The Nasdaq Stock Market LLC

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. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Firefly Aerospace Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 4, 2026. The matters voted upon by the Company’s stockholders at the Annual Meeting and the voting results for each proposal are set forth below. Voting results are, when applicable, reported by rounding fractional share voting down to the nearest round number.

Proposal 1: Election of Directors

Name of Director Nominee		For		Withheld		Broker Non-Votes
Jason Kim		90,751,983		6,123,118		21,518,588
Kevin McAllister		88,953,164		7,921,937		21,518,588

Each director nominee was duly elected to serve a three-year term expiring at the 2029 annual meeting of stockholders and until his respective successor is duly elected and qualified, subject to earlier death, resignation or removal.

Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm

For		Against		Abstain		Broker Non-Votes
118,104,954		240,804		47,931		—

The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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.

				FIREFLY AEROSPACE INC.
Date: June 5, 2026				By:		/s/ Darren Ma
						Darren Ma
						Chief Financial Officer