Bain Capital Reduces Redwire Position as Space Company Raises Fresh Capital

Rhea-AI Filing Summary

Bain Capital Credit Member LLC and BCC Redwire Aggregator LP have filed Amendment No. 5 to their Schedule 13D regarding their holdings in Redwire Corporation. The filing discloses significant changes in their ownership position following recent transactions.

Key details:

• The reporting persons currently beneficially own 19,889,026 shares (12.2%) of Redwire's common stock, issuable upon conversion of approximately 60,661.53 shares of Series A Convertible Preferred Stock
• On June 18, 2025, they exercised their rights under the Registration Rights Coordination Agreement to receive Repurchase Proceeds, requiring Redwire to repurchase 11,195.81 shares of Convertible Preferred Stock
• The calculation is based on 142,575,692 total outstanding shares as of June 18, 2025, including recent issuances of approximately 49.8M shares on June 13 and 15.5M shares on June 18

The filing also references a new Lock-Up Agreement dated June 16, 2025, with J.P. Morgan Securities, BofA Securities, and Morgan Stanley as underwriter representatives.

Positive

• None.

Negative

• Bain Capital entities are reducing their stake in Redwire Corporation through the redemption of 11,195.81 shares of Convertible Preferred Stock, indicating potential reduced confidence from a major institutional investor
• The filing shows dilution of existing shareholders, with total outstanding shares increasing significantly to 142,575,692 from recent share issuances

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Redwire Corporation

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

75776W103

(CUSIP Number)

Bain Capital Credit Member LLC
200 Clarendon Street,
Boston, MA, 02116
617-516-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/18/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 75776W103

1

Name of reporting person

Bain Capital Credit Member, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,889,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,889,026.00

11

Aggregate amount beneficially owned by each reporting person

19,889,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.2 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 75776W103

1

Name of reporting person

BCC Redwire Aggregator, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,889,026.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,889,026.00

11

Aggregate amount beneficially owned by each reporting person

19,889,026.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

12.2 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

*The shares of common stock of Redwire Corporation, par value $0.0001 per share ("Common Stock") shown in Item 11 of each cover page above are initially issuable upon conversion of approximately 60,661.53 shares of Series A Convertible Preferred Stock of Redwire Corporation, a Delaware corporation ("Issuer"), par value $0.0001 per share ("Convertible Preferred Stock"). BCC Redwire Aggregator, L.P. ("BCCR") is the record owner of these shares of Convertible Preferred Stock. ** For purposes of calculating beneficial ownership, the total number of shares of outstanding Common Stock is 142,575,692 as of June 18, 2025, of which (i) 77,285,845 were outstanding on June 13, 2025, as set forth in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) on June 17, 2025, (ii) approximately 49,764,847 were issued on June 13, 2025, as set forth in the Issuer's Form 8-K filed on June 13, 2025, and (iii) 15,525,000 were issued on June 18, 2025, as set forth in the Issuer's Form 8-K filed on June 18, 2025, and as such outstanding amount is increased by the 19,889,026 shares of Common Stock issuable upon the conversion of the 60,661.53 shares of Convertible Preferred Stock beneficially owned by the Reporting Persons (as defined below).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Redwire Corporation
(c)	Address of Issuer's Principal Executive Offices: 8226 PHILIPS HIGHWAY, SUITE 101, JACKSONVILLE, FLORIDA , 32256.
Item 1 Comment: This Amendment No. 5 (this "Fifth Amendment") amends the Schedule 13D filed with the U.S. Securities and Exchange Commission on November 10, 2022, as amended by Amendment No. 1 filed on December 5, 2022, as further amended by Amendment No. 2, filed on January 22, 2025, as further amended by Amendment No. 3, filed on June 10, 2025 (the "Third Amendment") and as further amended by Amendment No. 4, filed on June 17, 2025 (the "Fourth Amendment") (as amended by this Fifth Amendment, this "Schedule 13D") on behalf of Bain Capital Credit Member, LLC and BCCR (collectively, the "Reporting Persons").
Item 4.	Purpose of Transaction
	Redemption of Convertible Preferred Stock Pursuant to the terms of that certain Registration Rights Coordination Agreement, dated June 8, 2025, by and among the Issuer, the Reporting Persons, AE Industrial Partners Fund II, L.P. and AE Industrial Partners Structured Solutions I, L.P. (the "RRCA"), on June 18, 2025, the Reporting Persons provided notice to the Issuer of their election to receive the Repurchase Proceeds (as defined in the RRCA) in connection with the Issuer's offering of Common Stock pursuant to the Issuer's final prospectus supplement dated June 16, 2025, which constituted an "Offering" under the RRCA. Pursuant to the RRCA and before giving effect to any subsequent exercise of the underwriters' option to purchase additional shares of Common Stock in connection with the offering, the Issuer was obligated to repurchase 11,195.81 shares of Convertible Preferred Stock from the Reporting Persons on the terms set forth in the RRCA. The Issuer agreed to notify the Reporting Persons in writing if there is an exercise of the greenshoe option in connection with the Offering, after which the Reporting Persons will, pursuant to the RRCA, have five business days to exercise their rights with respect to those incremental net proceeds. The foregoing description of the RRCA does not purport to be complete and is qualified in its entirety by reference to the full text of the RRCA, a copy of which is filed as Exhibit A, and is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety: The information set forth in Items 2, 3 and 4 are hereby incorporated by reference into this Item 5(a). The percentage of the Issuer's outstanding shares of Common Stock beneficially owned by the Reporting Persons is based on 142,575,692 shares of Common Stock outstanding as of June 18, 2025, of which (i) 77,285,845 were outstanding on June 13, 2025, as set forth in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) on June 17, 2025, (ii) approximately 49,764,847 were issued on June 13, 2025, as set forth in the Issuer's Form 8-K filed on June 13, 2025, and (iii) 15,525,000 were issued on June 18, 2025, as set forth in the Issuer's Form 8-K filed on June 18, 2025, and as such outstanding amount is increased by the 19,889,026 shares of Common Stock issuable upon the conversion of the 60,661.53 shares of Convertible Preferred Stock held by the Reporting Persons. As of the date hereof, BCCR beneficially owned approximately 60,661.53 shares of Convertible Preferred Stock. Pursuant to the terms of the Certificate of Designation filed with the Delaware Secretary of State and effective October 28, 2022, as of the date hereof, such shares were convertible into approximately 19,889,026 shares of Common Stock, which amount is no longer subject to the previously disclosed conversion blocker which limited beneficial ownership of the Reporting Persons to 20.4%. As a result of the foregoing and the relationships described in Item 2(a) of this Schedule 13D, the Reporting Persons may be deemed to beneficially own in the aggregate 19,889,026 shares of Common Stock, which constitutes approximately 12.2% of the outstanding Common Stock of the Issuer.
(b)	Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety: The information set forth in Item 5(a) is hereby incorporated by reference into this Item 5(b).
(c)	Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information. Other than as disclosed in Item 4 of this Fifth Amendment, Item 4 of the Fourth Amendment and Item 4 of the Third Amendment, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days of this Fifth Amendment.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 is hereby incorporated by reference into this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A Registration Rights Coordination Agreement, dated as of June 8, 2025, by and among Redwire Corporation, BCC Redwire Aggregator, L.P., AE Industrial Partners Fund II, L.P., and AE Industrial Partners Structured Solutions I, L.P. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC by the Issuer on June 9, 2025). Exhibit B Lock-Up Agreement, dated as of June 16, 2025, by and among BCC Redwire Aggregator, L.P. and J.P. Morgan Securities LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC (as representatives of several underwriters referenced therein).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bain Capital Credit Member, LLC

Signature:	/s/ Adriana Rojas Garzon
Name/Title:	Adriana Rojas Garzon/Associate General Counsel, Capital Markets
Date:	06/23/2025

BCC Redwire Aggregator, L.P.

Signature:	/s/ Adriana Rojas Garzon
Name/Title:	Adriana Rojas Garzon/Associate General Counsel, Capital Markets
Date:	06/23/2025

FAQ

How many shares of RDW does Bain Capital beneficially own as of June 2025?

According to the Schedule 13D/A filing, Bain Capital (through BCC Redwire Aggregator, L.P.) beneficially owns 19,889,026 shares of RDW common stock, which represents approximately 12.2% of the outstanding shares. These shares are issuable upon conversion of approximately 60,661.53 shares of Series A Convertible Preferred Stock.

What triggered RDW's Schedule 13D/A filing on June 28, 2025?

The filing was triggered by a redemption event on June 18, 2025, where the Reporting Persons (Bain Capital) provided notice to Redwire Corporation of their election to receive Repurchase Proceeds in connection with the company's offering of Common Stock. Under the Registration Rights Coordination Agreement (RRCA), the Issuer was obligated to repurchase 11,195.81 shares of Convertible Preferred Stock from Bain Capital.

What is RDW's total outstanding shares as of June 18, 2025?

RDW had 142,575,692 shares of Common Stock outstanding as of June 18, 2025, consisting of: 77,285,845 shares outstanding on June 13, 2025; approximately 49,764,847 shares issued on June 13, 2025; and 15,525,000 shares issued on June 18, 2025.

What agreements did Bain Capital enter into regarding their RDW holdings?

Bain Capital entered into two key agreements: 1) A Registration Rights Coordination Agreement (RRCA) dated June 8, 2025, with Redwire Corporation and AE Industrial Partners, and 2) A Lock-Up Agreement dated June 16, 2025, with J.P. Morgan Securities LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC as representatives of several underwriters.

What is the conversion rate for RDW's Series A Convertible Preferred Stock held by Bain Capital?

Based on the filing, Bain Capital's 60,661.53 shares of Convertible Preferred Stock are convertible into approximately 19,889,026 shares of Common Stock. The conversion is no longer subject to the previously disclosed conversion blocker which had limited beneficial ownership to 20.4%.