Firefly Aerospace prices $48 common stock offering

Firefly Aerospace Inc. priced an offering of its common stock at $48.00 per share.

Rhea-AI Filing Summary

Firefly Aerospace Inc. priced an offering of its common stock at $48.00 per share. The company agreed to sell 4,000,000 shares of common stock, while selling stockholders agreed to sell an additional 8,000,000 shares at the same price under an underwriting agreement.

The selling stockholders granted the underwriters a 30-day option to purchase up to 1,800,000 more shares. The offering, made under Firefly’s effective Form S-1 registration statement and described in a May 28, 2026 prospectus, closed with share delivery on June 1, 2026.

Insights

Equity capital markets analyst

Firefly completes a mixed primary and secondary stock offering at $48 per share.

Firefly Aerospace completed a common stock deal at $48.00 per share, with the company issuing 4,000,000 new shares and selling stockholders offering 8,000,000 shares. This structure combines fresh capital for the issuer with liquidity for existing holders.

The underwriters received a 30-day option to buy up to 1,800,000 additional shares, which may expand the deal size if exercised. The agreement includes customary representations, conditions, and indemnities, so actual impact will depend on market reception and any future use of proceeds disclosures.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Offering price: $48.00 per share Primary shares offered: 4,000,000 shares Secondary shares offered: 8,000,000 shares +3 more

6 metrics

Offering price $48.00 per share Public offering price for common stock

Primary shares offered 4,000,000 shares Common stock sold by Firefly Aerospace

Secondary shares offered 8,000,000 shares Common stock sold by selling stockholders

Underwriters’ option 1,800,000 shares Additional shares under 30-day option

Pricing date May 28, 2026 Date offering was priced

Closing date June 1, 2026 Date offering closed and shares delivered

Key Terms

Underwriting Agreement, Selling Stockholders, registration statement on Form S-1, Rule 424(b), +1 more

5 terms

Underwriting Agreement financial

"the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC"

An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.

Selling Stockholders financial

"the selling stockholders listed on Schedule II thereto (the “Selling Stockholders”)"

Selling stockholders are existing owners of a company's shares who are offering some or all of their holdings for sale, often as part of a public offering or secondary transaction. For investors this matters because such sales increase the number of shares available to buy, can signal how confident current owners are about future prospects, and may put short-term pressure on the stock price similar to more tickets being released for a popular event.

registration statement on Form S-1 regulatory

"pursuant to the Company’s registration statement on Form S-1 (File No. 333-296233)"

A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

Rule 424(b) regulatory

"filed by the Company with the U.S. Securities and Exchange Commission on June 1, 2026, pursuant to Rule 424(b)"

Rule 424(b) is a U.S. Securities and Exchange Commission requirement that companies file the exact prospectus or prospectus supplement they use to sell securities after a registration statement becomes effective. Think of it as the official posting of the final sales brochure so investors can see the precise terms, risks and use of proceeds; it matters because it ensures transparency, helps investors compare offerings and confirms the issuer complied with disclosure rules.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Firefly Aerospace (FLY) announce in this 8-K filing?

Firefly Aerospace reported it priced a common stock offering at $48.00 per share. The company agreed to sell 4,000,000 shares, and selling stockholders agreed to sell 8,000,000 shares under an underwriting agreement with major investment banks.

How many Firefly Aerospace shares are included in the new offering?

The transaction covers 4,000,000 new shares sold by Firefly Aerospace and 8,000,000 shares sold by existing stockholders. In addition, underwriters received a 30-day option to purchase up to 1,800,000 more shares of common stock from selling stockholders.

What is the offering price for Firefly Aerospace’s common stock?

The offering price for Firefly Aerospace’s common stock is $48.00 per share. Both the 4,000,000 company shares and the 8,000,000 selling stockholder shares are being sold at this same public offering price under the underwriting agreement.

When did Firefly Aerospace’s stock offering close and settle?

The stock offering closed and shares were delivered on June 1, 2026. Pricing occurred on May 28, 2026, followed by execution of the underwriting agreement and completion of customary closing procedures before settlement of the offered common stock.

Who are the underwriters for Firefly Aerospace’s stock offering?

The underwriters are led by Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC, and Wells Fargo Securities, LLC. These firms act as representatives of the several underwriters named in the underwriting agreement for the Firefly Aerospace common stock offering.

Under which registration statement is Firefly Aerospace’s offering registered?

The offering is registered under Firefly Aerospace’s Form S-1 registration statement (File No. 333-296233). Material terms are described in a prospectus dated May 28, 2026 and filed pursuant to Rule 424(b) under the Securities Act of 1933.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 06:21 AM EDT Learn about SEC filing dates

false 0001860160 0001860160 2026-05-28 2026-05-28

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): May 28, 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 1.01. Entry into a Material Definitive Agreement.

On May 28, 2026, Firefly Aerospace Inc. (the “Company”) priced the previously announced offering (the “Offering”) of its common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $48.00 per share (the “Offering Price”), pursuant to the Company’s registration statement on Form S-1 (File No. 333-296233) (the “Registration Statement”). On May 28, 2026, in connection with the pricing of the Offering, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto (collectively, the “Underwriters”), and the selling stockholders listed on Schedule II thereto (the “Selling Stockholders”), pursuant to which the Company agreed to offer and sell 4,000,000 shares of Common Stock and the Selling Stockholders agreed to sell 8,000,000 shares of Common Stock at the Offering Price. The Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 1,800,000 shares of Common Stock. The Offering closed and the shares were delivered on June 1, 2026. The material terms of the Offering are described in the prospectus, dated May 28, 2026, filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on June 1, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is registered with the Commission pursuant to the Registration Statement.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholders have agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act. This description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is incorporated by reference into this Item 1.01.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
1.1		Underwriting Agreement, dated as of May 28, 2026, by and among Firefly Aerospace Inc., the selling stockholders listed on Schedule II thereto and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 2, 2026				By:		/s/ Darren Ma
						Darren Ma
						Chief Financial Officer

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-1.1 EX-1.1 217.6 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB