Redwire (NYSE: RDW) sees Bain Capital convert Series A preferred into 11M common shares

Rhea-AI Filing Summary

Redwire Corporation reported that on September 15, 2025, Bain Capital voluntarily converted 31,719.43 shares of Redwire’s Series A Convertible Preferred Stock into 11,000,000 shares of common stock. The preferred shares were originally issued in late 2022 with an initial conversion price of $3.05 per share and allowed Bain Capital to convert at its option. Immediately after this conversion, Redwire had 71,702.95 shares of Convertible Preferred Stock and 155,188,092 shares of common stock outstanding, reflecting a notable shift toward common equity in the company’s capital structure.

Insights

Capital structure and corporate finance analyst

Redwire reports a sizable preferred-to-common share conversion by Bain Capital.

Redwire Corporation disclosed that Bain Capital converted 31,719.43 shares of Series A Convertible Preferred Stock into 11,000,000 common shares on September 15, 2025. These preferred shares were issued in the fourth quarter of 2022 with an initial conversion price of $3.05 per share and carried a holder option to convert at any time.

Following the transaction, 71,702.95 preferred shares and 155,188,092 common shares were outstanding. This increases the common share count while reducing the preferred layer, simplifying the mix of securities in the capital structure. The actual effect on existing common shareholders depends on how this incremental 11,000,000-share issuance compares to prior expectations for eventual conversion.

The filing does not describe any new financing or cash proceeds, as this is a conversion of already-issued preferred stock into equity. Future company disclosures may provide additional context on Bain Capital’s ownership position after conversion and any subsequent changes in its holdings.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Understanding 8-K Material Events →

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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): September 15, 2025

___________________________________

Redwire Corporation

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation)			001-39733 (Commission File Number)						88-1818410 (I.R.S. Employer Identification No.)
8226 Philips Highway, Suite 101 Jacksonville, Florida						32256
(Address of principal executive offices)						(Zip Code)
(650) 701-7722
Registrant's telephone number, including area code
Not Applicable
(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, $0.0001 par value per share			RDW			New York Stock Exchange

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 8.01 - Other Events

On September 15, 2025 (the “Conversion Date”), Redwire Corporation (the “Company”) received notice from BCC Aggregator L.P (“Bain Capital” or “Holder”) to voluntarily convert 31,719.43 shares of the Company's Series A Convertible Preferred Stock (“Convertible Preferred Stock”) currently held by Bain Capital into shares of the Company's common stock. The Convertible Preferred Stock was previously issued to Bain Capital during the fourth quarter of 2022 at an initial conversion price of $3.05 per share and provided the Holder the right to convert its shares, at any time and at its option, into the Company’s common stock. As of the Conversion Date, the 31,719.43 shares of Convertible Preferred Stock converted into 11,000,000 shares of the Company’s common stock. Immediately after conversion, there were 71,702.95 shares of Convertible Preferred Stock and 155,188,092 shares of the Company’s common stock outstanding.

Page 2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 17, 2025

Redwire Corporation
By:			/s/ Jonathan Baliff
Name:			Jonathan Baliff
Title:			Chief Financial Officer and Director

Page 3

FAQ

What did Redwire Corporation (RDW) announce in this 8-K?

Redwire Corporation reported that on September 15, 2025, Bain Capital voluntarily converted 31,719.43 shares of the Company’s Series A Convertible Preferred Stock into 11,000,000 shares of Redwire’s common stock.

How many Redwire (RDW) preferred shares did Bain Capital convert and at what terms?

Bain Capital converted 31,719.43 shares of Series A Convertible Preferred Stock. Those shares were originally issued in the fourth quarter of 2022 with an initial conversion price of $3.05 per share and could be converted into common stock at Bain Capital’s option.

How many Redwire (RDW) common shares were issued in the conversion?

The conversion of 31,719.43 preferred shares resulted in the issuance of 11,000,000 shares of Redwire common stock on the Conversion Date.

What is Redwire’s capital structure after Bain Capital’s conversion?

Immediately after the conversion, Redwire had 71,702.95 shares of Series A Convertible Preferred Stock outstanding and 155,188,092 shares of common stock outstanding.

Does this Redwire (RDW) filing describe a new capital raise?

No new capital raise is described. The event is a conversion of previously issued Series A Convertible Preferred Stock into common stock, based on Bain Capital’s existing conversion rights.

Who authorized the Redwire (RDW) 8-K related to the preferred stock conversion?

The report was signed on behalf of Redwire Corporation by Jonathan Baliff, the Company’s Chief Financial Officer and Director.