Redwire (NYSE: RDW) establishes $500M ATM common stock offering
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Redwire Corporation entered into a new Equity Distribution Agreement on June 9, 2026 that establishes an at-the-market stock offering program of up to $500 million in common shares. Sales may be made through multiple agents on the New York Stock Exchange and other permitted venues.
The company plans to use net proceeds for working capital and general corporate purposes, including potential debt repayment or refinancing, strategic acquisitions or investments, and research and development. Redwire will pay the agents commissions of up to 3% of the gross sales price per share. The company can suspend or terminate the program at any time and has simultaneously terminated a prior May 2026 equity distribution agreement without penalties.
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Insights
Redwire adds a flexible $500M equity-raising channel via a new ATM program.
Redwire has put in place an at-the-market equity program allowing sales of up to $500 million of common stock through multiple agents. Shares can be sold directly on the NYSE, via block trades, or in privately negotiated transactions, offering broad execution flexibility.
Commissions are capped at 3% of gross proceeds, and the company can suspend or terminate sales at its discretion, so actual issuance will depend on future capital needs and market conditions. The new agreement replaces a May 2026 ATM arrangement, with no termination penalties disclosed, suggesting an administrative shift rather than a new strategic direction by itself.
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, and exhibit attachments filed with this report.
Key Figures
ATM program size: $500 million aggregate gross sales price
Agent commission: up to 3% of gross sales price per share
Agreement date: June 9, 2026
+2 more
5 metrics
ATM program size
$500 million aggregate gross sales price
Maximum common stock sales under June 2026 Equity Distribution Agreement
Agent commission
up to 3% of gross sales price per share
Commission on shares sold through agents under ATM program
Agreement date
June 9, 2026
Date Redwire entered the June 2026 Equity Distribution Agreement
Prior ATM termination date
June 9, 2026
Date Redwire terminated May 6, 2026 Equity Distribution Agreement
Shelf registration form
Form S-3ASR, File No. 333-289380
Registration statement for shares sold under the ATM program
Key Terms
Equity Distribution Agreement, at-the-market offerings, shelf registration statement on Form S-3ASR, indemnification and contribution, +1 more
5 terms
Equity Distribution Agreement financial
"On June 9, 2026, Redwire Corporation entered into an Equity Distribution Agreement"
An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.
at-the-market offerings financial
"sales, if any, of the Shares may be made in sales deemed to be “at-the-market offerings”"
An at-the-market offering is a method for a company to sell new shares of its stock directly into the stock market over time, rather than all at once. This approach allows the company to raise money gradually, similar to selling small portions of a product as demand grows. For investors, it can influence stock availability and price, making it an important factor to consider when assessing a company's financial strategy.
shelf registration statement on Form S-3ASR regulatory
"The Shares will be offered and sold pursuant to a shelf registration statement on Form S-3ASR"
indemnification and contribution regulatory
"The June 2026 ATM Agreement contains customary representations and warranties and indemnification and contribution provisions"
prospectus supplement regulatory
"and a related prospectus supplement, dated June 9, 2026"
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.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 9, 2026
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
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Registrant's telephone number, including area code | |||||||||||
(Former name or former address, if changed since last report.) | |||||||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act: | ||||||||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 - Entry into a Material Definitive Agreement
On June 9, 2026, Redwire Corporation (the “Company”), entered into an Equity Distribution Agreement (the “June 2026 ATM Agreement”) by and between the Company, Truist Securities, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, A.G.P./Alliance Global Partners, B. Riley Securities, Inc., Canaccord Genuity LLC, H.C. Wainwright & Co., LLC, KeyBanc Capital Markets Inc. and Roth Capital Partners, LLC (each an “Agent” and collectively, the “Agents”). Pursuant to the terms of the June 2026 ATM Agreement, the Company may sell, from time to time through or to the Agents, as the Company’s sales agent and/or as principal, shares of its common stock, par value $0.0001 per share (the “Shares”), having an aggregate gross sales price of up to $500 million. The sales, if any, of the Shares made under the June 2026 ATM Agreement may be made in sales deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on the New York Stock Exchange, on any other existing trading market for the Shares, or to or through a market maker other than on an exchange. The Agents may also sell the Shares by any other method permitted by law, including in block trades and privately negotiated transactions. The Agents will use commercially reasonable efforts consistent with their normal trading and sales practices and applicable laws and regulations to sell the Shares from time to time, based upon the Company’s instructions (including any price or size limits the Company imposes). The Company intends to use the net proceeds from the offering, after deducting the Agents’ commissions and the Company’s offering expenses, for working capital purposes and other general corporate purposes, which may include repayment or refinancing of outstanding debt, financing strategic acquisitions or investments, and financing research and development activities to accelerate the development of our products and solutions.
For sales of Shares through the Agents, the Company will pay the Agents a commission of up to 3% of the gross sales price per Share. The Company may also sell Shares to the Agents as principal for the Agents’ own account at a price agreed upon at the time of sale. If the Company sells Shares to the Agents as principal, the Company will enter into a separate terms agreement with the Agents. The Company has no obligation to sell any Shares under the June 2026 ATM Agreement, and may at any time suspend the offering of Shares under the June 2026 ATM Agreement. Unless earlier terminated as provided below, the June 2026 ATM Agreement will automatically terminate upon the issuance and sale of all of the Shares subject to the June 2026 ATM Agreement. The Company and each Agent, solely with respect to its own obligations, may terminate the June 2026 ATM Agreement at any time by written notice.
The June 2026 ATM Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Agents have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.
The Shares will be offered and sold pursuant to a shelf registration statement on Form S-3ASR (File No. 333-289380), which was filed with the Securities and Exchange Commission on August 7, 2025 and became effective upon filing, and a related prospectus supplement, dated June 9, 2026.
In connection with the Company’s entry into the June 2026 ATM Agreement, on June 9, 2026, the Company terminated its Equity Distribution Agreement (the “May 2026 ATM Agreement”), dated May 6, 2026, by and between the Company, Truist Securities, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, A.G.P./Alliance Global Partners, B. Riley Securities, Inc., Canaccord Genuity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC. The Company is not subject to any termination penalties related to the termination of the May 2026 ATM Agreement.
The foregoing description of the June 2026 ATM Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the Shares being offered is filed as Exhibit 5.1 and 23.1, respectively, to this Current Report on Form 8-K.
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Item 9.01 - Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |||||||
1.1 | Equity Distribution Agreement, dated as of June 9, 2026, Truist Securities, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, A.G.P./Alliance Global Partners, B. Riley Securities, Inc., Canaccord Genuity LLC, H.C. Wainwright & Co., LLC, KeyBanc Capital Markets Inc. and Roth Capital Partners, LLC. | |||||||
5.1 | Opinion of Sheppard, Mullin, Richter & Hampton LLP. | |||||||
23.1 | Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1) | |||||||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: June 9, 2026
Redwire Corporation | |||||
By: | /s/ Chris Edmunds | ||||
Name: | Chris Edmunds | ||||
Title: | Chief Financial Officer | ||||
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FAQ
What did Redwire (RDW) announce in its June 9, 2026 8-K?
Redwire entered a new Equity Distribution Agreement enabling at-the-market sales of up to $500 million of common stock. Shares may be sold through several agents on the New York Stock Exchange and other permitted venues under an effective shelf registration statement and related prospectus supplement.
How much stock can Redwire (RDW) sell under the June 2026 ATM Agreement?
The agreement permits Redwire to sell common stock with an aggregate gross sales price of up to $500 million. Sales may occur from time to time, at the company’s discretion, through designated agents acting as sales agents or principals in various transaction types.
What are Redwire’s intended uses of proceeds from the $500 million ATM program?
Redwire plans to use net proceeds for working capital and general corporate purposes. These may include repaying or refinancing outstanding debt, financing strategic acquisitions or investments, and funding research and development to accelerate the development of its products and solutions.
What commissions will agents receive under Redwire’s June 2026 ATM Agreement?
For sales of shares through the agents, Redwire will pay commissions of up to 3% of the gross sales price per share. The company may also sell shares to the agents as principal at separately agreed prices under additional terms agreements when applicable.
Did Redwire terminate a prior equity distribution agreement in connection with the new ATM?
Yes. On June 9, 2026, Redwire terminated its May 6, 2026 Equity Distribution Agreement with largely the same group of agents. The company is not subject to termination penalties related to ending that May 2026 ATM Agreement while implementing the new June 2026 arrangement.