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What changed in Redwire Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Redwire Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+491 added−411 removedSource: 10-K (2026-02-27) vs 10-K (2025-03-11)

Top changes in Redwire Corp's 2025 10-K

491 paragraphs added · 411 removed · 287 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

57 edited+40 added−51 removed12 unchanged
Biggest changeOperators of regulated space stations are required to hold and maintain compliance with proper licenses throughout the duration of any given mission. The FCC enacted a new set of licensing guidelines for small satellites and related systems that may apply to future spacecraft. As a result, we may face a transition to the small satellite licensing guidelines.
Biggest changeSimilarly, certain of our sUAS operations require FCC authorization for radio frequency communications and command and control links. Operators of regulated space stations and sUAS platforms are required to hold and maintain compliance with proper licenses throughout the duration of any given mission.
Redwire also provides the EU based LEO Hammerhead, a small satellite platform which is capable of supporting payloads up to 70 kg and targets spacecraft mass less than 200 kg, making it compatible with typical shared launch opportunities and small satellite launchers.
Redwire also provides the EU-based LEO Hammerhead, a small satellite platform which is capable of supporting payloads of up to 70 kg and targets spacecraft with a mass of less than 200 kg, making it compatible with typical shared launch opportunities and small satellite launchers.
These systems support a variety of satellite applications, including encrypted tactical communications, signal detection and positioning. We have also invested in a RF testing capability that was custom tailored to the specific needs of small satellite communications and sensor payloads in proliferated LEO.
These systems support a variety of satellite applications, including encrypted tactical communications, signal detection and positioning. We have also invested in an RF testing capability that was custom tailored to the specific needs of small satellite communications and sensor payloads in proliferated LEO.
Available Information Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are available free of charge through our website (www.redwirespace.com) as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC.
Available Information Copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are available free of charge through our website (www.rdw.com) as soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC.
Our patented and award-winning Roll-Out Solar Array (“ROSA”) technology features an innovative “roll-out” design that uses composite booms to serve as both the primary structural elements and the deployment actuator, and a modular photovoltaic blanket assembly that can be configured into a variety of solar array architectures.
Redwire’s patented and award-winning Roll-Out Solar Array (“ROSA”) technology features an innovative “roll-out” design that uses composite booms to serve as both the primary structural elements and the deployment actuator, and a modular photovoltaic blanket assembly that can be configured into a variety of solar array architectures.
Management monitors the changing labor conditions at a national and local level and adjusts compensation packages in order to attract and retain high performing individuals. The Company offers short- and long-term incentive programs, retirement and healthcare benefits, flexible paid time off and employee assistance programs. The Company’s incentive programs are intended to motivate and reward strong performance.
Management monitors the changing labor conditions at national and local levels and adjusts compensation packages in order to attract and retain high-performing individuals. The Company offers short- and long-term incentive programs, retirement and healthcare benefits, flexible paid time off, and employee assistance programs. The Company’s incentive programs are intended to motivate and reward strong performance.
The microgravity environment enables certain products and materials to be manufactured with space-enhanced properties that are not comparable to products manufactured on Earth. These products and materials include the production of pharmaceutical seed crystals used for drug development processes as pharmaceutical companies look to deliver new, optimized treatments for patients on Earth.
The microgravity environment enables certain products and materials to be manufactured with enhanced and/or differentiated properties that are not comparable to products manufactured on Earth. These products and materials include the production of pharmaceutical seed crystals used for drug development processes as pharmaceutical companies look to deliver new, optimized treatments for patients on Earth.
From time to time, the Company will acquire or dispose of businesses and realign contracts, programs or businesses among and within our organization. These realignments are typically designed to leverage existing capabilities more fully and to enhance efficient development and delivery of our core space infrastructure offerings.
From time to time, the Company will acquire or dispose of businesses and realign contracts, programs, or businesses among and within our organization. These realignments are typically designed to leverage existing capabilities more fully and to enhance efficient development and delivery of our core space and defense technology offerings.
Additionally, we use our website as a channel of distribution for important Company information. We routinely post on our website important information, including press releases, investor presentations and financial information, which may be accessed by clicking on the Investors section of www.redwirespace.com.
Additionally, we use our website as a channel of distribution for important Company information. We routinely post important information on our website, including press releases, investor presentations and financial information, which may be accessed by clicking on the Investors section of our website at www.rdw.com.
In addition, some of our foreign competitors currently benefit from, and others may benefit in the future from, protective measures by their home countries where governments are providing financial support, including significant investments in the development of new Page 9 technologies. Government support of this nature greatly reduces the commercial risks associated with aerospace technology development activities for these competitors.
In addition, some of our foreign competitors currently benefit from, and others may benefit in the future from, protective measures by their home countries where governments are providing financial support, including significant investments in the development of new technologies. Government support of this nature greatly reduces the commercial risks associated with space technology development activities for these competitors.
Regulatory Federal Communications Commission The regulations, policies and guidance issued by the Federal Communications Commission (“FCC”) apply to the operation of our spacecraft. When we communicate with our spacecraft using any part of the electromagnetic spectrum, we are operating a space station to which FCC regulations apply.
Regulatory Federal Communications Commission The regulations, policies and guidance issued by the Federal Communications Commission (“FCC”) apply to the operation of our spacecraft and certain sUAS platforms. When we communicate with our spacecraft using any part of the electromagnetic spectrum, we are operating a space station to which FCC regulations apply.
Individuals from all backgrounds, experiences and skill sets are needed to make Redwire successful. We value each other. • Excellence: We are focused professionals who are committed to delivering results. We have an experienced talent acquisition team and our recruitment efforts are focused on hiring space-industry experienced talent who are attracted to Redwire’s core values.
Individuals from all backgrounds, experiences and skill sets are needed to make Redwire successful. We value each other. • Excellence: We are focused professionals who are committed to delivering results. We have an experienced talent acquisition team and our recruitment efforts are focused on hiring experienced talent in space and defense technology who are attracted to Redwire’s core values.
RF Systems Radio frequency communications systems are used as a primary payload, such as a link in a communications chain; to offload data to ground from other key sensor payloads; a primary sensor by sensing the emissions from other users; or as a secondary payload in order to transmit and receive key spacecraft telemetry and control signals.
RF communications systems are used as a primary payload, such as a link in a communications chain; to transport data to ground from other key sensor payloads; a primary sensor by sensing the emissions from other users; or as a secondary payload in order to transmit and receive key spacecraft telemetry and control signals.
As we continue to grow, we are increasing our recruiting capacity by utilizing artificial intelligence (“AI”) sourcing tools, and enhancing internal incentives for recruitment. Redwire is committed to recruiting, retaining and promoting a high-performing workforce. We strive to offer competitive salaries and benefits.
As we continue to grow, we are increasing our recruiting capacity by utilizing AI sourcing tools, and enhancing internal incentives for recruitment. Redwire is committed to recruiting, retaining and promoting a high-performing workforce. We strive to offer competitive salaries and benefits.
We deliver commercial capabilities to various commercial space companies and satellite manufacturers. Our broad and innovative technology portfolio of core offerings enables us to be a natural fit as a supply chain partner with components, systems and payloads.
Finally, we deliver capabilities to various commercial space companies, satellite manufacturers, energy and infrastructure companies. Our broad and innovative technology portfolio of core offerings enables us to be a natural supply chain partner with components, systems and payloads.
The Redwire Pharmaceutical In-space Laboratory – Bio-crystal Optimization eXperiment (“PIL-BOX”) payload offers pharmaceutical companies and researchers access to leverage the microgravity environment to grow crystals of protein-based pharmaceuticals and other key molecules. Redwire has launched 28 PIL-BOXes for our partners, including, but not limited to, Bristol Myers Squibb, Eli Lilly, and ExesaLibero Pharma.
The Redwire Pharmaceutical In-space Laboratory – Bio-crystal Optimization eXperiment (“PIL-BOX”) payload offers pharmaceutical companies and researchers access to leverage the microgravity environment to grow crystals of protein-based pharmaceuticals and other key molecules. Redwire has launched 42 PIL-BOXes through December 31, 2025, for our partners including, but not limited to, Bristol Myers Squibb and Eli Lilly.
We are leading small satellite pioneering research missions like PROBA-1 and PROBA-3, ESA’s small satellite with fully autonomous capabilities and PROBA-V, ESA’s Page 7 operational Earth observation mission based on a small satellite. The PROBA-3 small satellites demonstrate precision formation flying, a foundational building block to the advancement of space based sensors and measurements.
We are leading small satellite pioneering research missions like PROBA-1 and PROBA-3, ESA’s small satellite with fully autonomous capabilities, and PROBA-V, ESA’s operational Earth observation mission based on a small satellite. The PROBA-3 satellites demonstrate precision formation flying, a foundational building block to the advancement of future multi-satellite missions.
Page 10 International Traffic in Arms Regulations and Export Controls Our orbital infrastructure business is subject to, and we must comply with, stringent U.S. and international import and export control laws, including the International Traffic in Arms Regulations (“ITAR”), Export Administration Regulations (“EAR”) of the Bureau of Industry and Security of the U.S.
Export Controls Our orbital infrastructure business is subject to, and we must comply with, stringent U.S. and international import and export control laws, including the International Traffic in Arms Regulations (“ITAR”), Export Administration Regulations (“EAR”) of the Bureau of Industry and Security of the U.S. Department of Commerce, and the European Union (“EU”) export controls.
The regulations exist to advance the national security and foreign policy interests of the U.S. and EU, as applicable. Human Capital We strive to be the employer of choice in the space community. As of December 31, 2024, we had approximately 750 employees based in the U.S. and Europe.
The regulations exist to advance the national security and foreign policy interests of the U.S. and EU, as applicable. Human Capital We strive to be the employer of choice in the space and defense community. As of December 31, 2025, we had approximately 1,410 employees based primarily in the U.S. and Europe.
The Hammerhead platform is an evolution of the PROBA platform, which has acquired extensive flight heritage, accumulating more than 25 years in orbit without failure on any of the launched satellites.
The Hammerhead platform is an evolution of the PROBA platform, which has accumulated extensive flight heritage of more than 50 years in orbit without failure on any of the launched satellites.
Redwire’s U.S. based spacecraft platforms, Thresher (operating in LEO) and Mako (operating in MEO and GEO), are developed for challenging missions that address dynamic space operations where maneuverability, precision accuracy, and autonomous operation are important. Mako is designed for high precision rendezvous proximity operations (“RPO”), docking, and in-space refueling.
In LEO, Redwire offers its U.S.-built Thresher spacecraft. In MEO and GEO, Redwire offers its U.S.-built Mako spacecraft. Both platforms are designed for challenging missions that address dynamic space operations where maneuverability, precision accuracy, and autonomous operation are critical. Mako is designed for high precision rendezvous proximity operations (“RPO”), docking, and in-space refueling.
Department of Commerce, and the European Union (“EU”) export controls. The ITAR generally restricts the export of hardware, software, technical data and services that have defense or strategic applications.
The ITAR generally restricts the export of hardware, software, technical data and services that have defense or strategic applications.
(f/k/a Deep Space Systems, Inc.), In Space Group, Inc. and its subsidiaries, Redwire Space, Inc. (f/k/a Made In Space, Inc.) and Made in Space Europe S.a.r.l (collectively “MIS”), Redwire Space Solutions, LLC (f/k/a Roccor, LLC), and LoadPath, LLC. Page 4 • 2021 – Acquired Oakman Aerospace, LLC, Redwire Space Enterprises, Inc.
(f/k/a Made In Space, Inc.) and Made in Space Europe S.a.r.l (collectively “MIS”), Redwire Space Solutions, LLC (f/k/a Roccor, LLC), and LoadPath, LLC. • 2021 – Acquired Redwire Space Missions LLC (f/k/a Oakman Aerospace, LLC), Redwire Space Enterprises, Inc. (f/k/a Deployable Space Systems, Inc.), and Redwire Space Technologies, Inc.
We specialize in core avionics, such as scalable power distribution and on-board computing capabilities, with an emphasis on reliability, quality, and radiation hardness. These specialized avionics and sensors can be applied across multiple space environments, including Low Earth Orbit (“LEO”), Geostationary Orbit (“GEO”), Cis-lunar and deep space missions.
We specialize in core avionics, such as scalable power distribution, radio frequency front ends, and on-board computing capabilities, with an emphasis on reliability, quality, and radiation tolerance. These specialized avionics and sensors can be applied across multiple space environments, including LEO, GEO, Cis-lunar, and deep space missions.
Redwire has developed antennas, compatible with the Link-16 data link network used by the North Atlantic Treaty Organization (“NATO”) members and other nations, which can be used to facilitate the exchange of jam-resistant, encrypted tactical data from space in near-real time between military aircraft, ships and ground forces.
Such antennas are used as part of a multi-domain network employed by the North Atlantic Treaty Organization (“NATO”) members and other nations, which can be used to facilitate the exchange of jam-resistant, encrypted tactical data from space in near-real time between military aircraft, ships and ground forces.
Our IBDM is fully aligned with the international docking system standard and can be used for autonomous docking of crewed vehicles, cargo vehicles station modules as well as resource transfer through automated umbilical mating.
Redwire’s IBDM system is fully aligned with the international docking system standard and can be used for autonomous docking of crewed vehicles, cargo vehicles station modules as well as resource transfer through automated umbilical mating. Microgravity Development Microgravity provides unique conditions for scientific exploration which cannot be replicated on Earth.
We frequently “partner” or are involved in subcontracting and teaming relationships with companies that are, from time to time, competitors on other programs. We compete domestically and internationally against space systems components providers, including Moog Inc., Space Micro Inc., Rocket Lab USA, Inc. (a segment of Rocket Labs), and in some instances against large companies such as Northrop Grumman.
We believe that we compete favorably on the basis of these factors. We frequently “partner” or are involved in subcontracting and teaming relationships with companies that are, from time to time, competitors on other programs. We compete domestically and internationally against space systems components providers, including Airbus, Sodern, Rocket Lab USA, Inc.
“Risk Factors.” History Redwire was founded in 2020 by private equity firm AE Industrial Partners Fund II, LP (“AEI”), but the heritage of the various businesses that were brought together to form Redwire stretches back decades.
Page 9 History Redwire was founded in 2020 by private equity firm AE Industrial Partners Fund II, LP (“AEI”), but the heritage of the various businesses that were brought together to form Redwire stretches back decades. In 2021, the Company completed a series of mergers and business combinations with Genesis Park Acquisition Corp. (“GPAC”).
Redwire leverages high-fidelity digital engineering tools and model-based systems engineering to produce end-to-end virtual environments that decrease cost, increase speed to market, and enable mission optimization. Redwire has a proprietary enterprise software suite that enables digital engineering and generation of high-fidelity, interactive modeling and simulations of individual components, entire spacecraft and full constellations in a cloud-based environment.
Redwire has a proprietary enterprise software suite that enables digital engineering and generation of high-fidelity, interactive modeling and simulations of individual components, as well as entire spacecraft and full constellations in a cloud-based environment.
Principal competitive factors in these markets are product quality and reliability; technological capabilities, including reliable, resilient and innovative space infrastructure technologies; service; past performance; ability to develop and implement complex, integrated solutions; ability to meet delivery schedules; and cost-effectiveness. We believe that we compete favorably on the basis of these factors.
As such, we concentrate on the opportunities we believe are compatible with our resources, overall technological capabilities and objectives. Principal competitive factors in these market segments are product quality and reliability; technological capabilities, including reliable, resilient and innovative multi-domain offerings; service; past performance; ability to develop and implement complex, integrated solutions; ability to meet delivery schedules; and cost-effectiveness.
Additionally, we rely on licenses of certain intellectual property to conduct our business operations, including certain proprietary rights licensed to and from third parties.
In addition to our patent portfolio, we own other intellectual property such as unpatented trade secrets, subject matter expertise, data and software. Additionally, we rely on licenses of certain intellectual property to conduct our business operations, including certain proprietary rights licensed to and from third parties.
When configured for launch, ROSA stows into a compact cylindrical volume yielding efficient space utilization. The unique ROSA stowed configuration allows extremely large solar arrays to be stowed compactly within launch vehicles. Redwire has completed over 5 successful power generation system deployments on flight missions in LEO, GEO, and deep space.
When configured for launch, ROSA stows into a compact cylindrical volume yielding efficient space utilization, which allows extremely large solar arrays to be stowed compactly within launch vehicles. Redwire’s power systems have successfully deployed on several flight missions in LEO, GEO, and deep space, including on the ISS, NASA’s Imaging X-ray Polarimetry Explorer (“IXPE”) mission, and NASA’s DART mission.
As a result, reviews of our payloads by AST will occur during, for example, the processing of a launch vehicle provider launch license.
The AST office predominantly processes launch license requests submitted by launch vehicle operators, which include information on the constituent payloads flying on any given mission. As a result, reviews of our payloads by AST will occur before or during, for example, the processing of a launch vehicle provider launch license.
Page 5 Products and Solutions Avionics, Sensors and Payloads Satellites that go into orbit generally require sensors and avionics systems. Redwire has developed advanced capabilities in these critical subsectors of the space supply chain with more than 50 years of heritage in manufacturing space-qualified sensors. We provide a variety of space-qualified sensors and advanced avionics systems.
Redwire has developed advanced capabilities in these critical subsectors of the space supply chain with more than 50 years of on-orbit heritage. We provide a variety of space-qualified sensors and avionics systems, including a comprehensive range of sensors, such as star trackers and sun sensors that are critical for accurate navigation and control of spacecraft and camera systems.
Competition We operate in competitive markets that are sensitive to technological advances and generally encounter highly diverse competition to win contracts from other firms, including lower and mid-tier federal contractors with specialized capabilities and large defense contractors with broad capabilities.
We generally encounter highly diverse competition to win contracts from other firms, including lower and mid-tier federal contractors with specialized capabilities and large defense contractors with broad capabilities. In each of our market segments, some of our competitors are larger than Redwire and can maintain higher levels of expenditures for research and development.
With our core space infrastructure offerings, Redwire is a leading innovator in space infrastructure, enabling space mission providers with the foundational building blocks and integrated solutions needed for complex space missions. Redwire is developing critical space infrastructure that is impacting our terrestrial economy in areas, such as national security, global defense, telecommunications, navigation and timing, and Earth observation.
Redwire is developing critical space infrastructure that is impacting our terrestrial economy in areas, such as national security, global defense, telecommunications, navigation and timing, and Earth observation. Power generation is critical for space missions and Redwire offers a variety of solar array solutions for spacecraft, spanning the spectrum of size, power needs, and desired orbit.
Our strategy also includes strategic acquisitions to complement and expand the Company’s technologies and core space infrastructure offerings. Our scale, reputation for quality and relationships allow us to be agile and innovative in our approach to pursuing growth through business models, partnerships and acquisitions.
Our scale, reputation for quality and relationships allow us to be agile and innovative in our approach to pursuing growth through business models, partnerships and acquisitions. Effective December 1, 2025, the Company operated in two operating segments and two reportable segments: Space and Defense Tech.
Microgravity Payloads Microgravity provides unique conditions for scientific exploration which cannot be replicated on Earth. Redwire’s microgravity payloads are enabling next-generation capabilities and services which includes space-based biotechnology applications, plant and animal science, in-space additive manufacturing, in-space advanced material manufacturing and support of human exploration and habitation.
Redwire’s microgravity payloads are enabling next-generation capabilities and services, including space-based biotechnology applications, plant and animal science, in-space additive manufacturing, in-space advanced material manufacturing and support of human exploration and habitation. There are currently eleven active payload facilities built by Redwire on the ISS as of December 31, 2025.
In support of NASA’s Artemis program, we are also engaged in lunar research related to communications and navigation solutions as well as in-situ resource utilization. Redwire is developing Mason, which seeks to build critical infrastructure on the surface of the Moon, including shielding structures (e.g., berms), landing pads, roads, and foundations for habitats.
Redwire is developing Mason, which seeks to build critical infrastructure on the surface of the Moon, including shielding structures (e.g., berms), landing pads, roads, and foundations for habitats. These developments aim to aid in establishing long-term infrastructure to sustain humans on the moon, Mars, and beyond.
The Company has grown organically while also continuing to integrate several acquisitions from a fragmented landscape of space-focused technology companies with innovative capabilities and deep flight heritage. Strategic acquisitions that augment our core space infrastructure offerings are a key part of our growth strategy.
For accounting purposes, the transaction was treated as a reverse recapitalization and GPAC was treated as the acquired company. GPAC was renamed Redwire Corporation and became the surviving public company. The Company has grown organically while also continuing to integrate several acquisitions from a fragmented landscape of space and defense focused technology companies with innovative capabilities and deep flight heritage.
Customers and Strategic Partnerships / Relationships Our core space infrastructure offerings are designed to meet the needs of a wide variety of public and private entities operating in space. We have formalized contracts and strategic partnerships with numerous customers, and we plan to continue pursuing additional agreements and partnerships.
Customers and Strategic Partnerships / Relationships Our product offerings are designed to meet the needs of a wide variety of national security, civil, and commercial public and private entities operating across aerospace and defense.
Additionally, to overcome limitations of conventional spacecraft docking systems, Redwire has developed an International Berthing and Docking Mechanism (“IBDM”), which is a highly versatile, resilient, high performance, and low impact berthing and docking solution. The IBDM is fully computer-controlled and designed for use with both large mass and lightweight spacecraft.
Additionally, to enable some of humanity’s most advanced missions in LEO and deep space, Redwire has developed a state-of-the-art docking system, the International Berthing and Docking Mechanism (“IBDM”), to support autonomous rendezvous and docking capabilities for spacecraft. The IBDM is fully computer-controlled and designed for use with both large mass and lightweight spacecraft.
Intellectual Property We own a substantial intellectual property portfolio that includes many U.S. and foreign patents, as well as many U.S. trademarks, domain names and copyrights. We actively pursue internal development of intellectual property. In addition to our patent portfolio, we own other intellectual property such as unpatented trade secrets, subject matter expertise, data and software.
We conduct research and development principally in the U.S. and Europe. Research and development expenses were $19.8 million for the year ended December 31, 2025. Intellectual Property We own a substantial intellectual property portfolio that includes many U.S. and foreign patents, as well as many U.S. trademarks, domain names, and copyrights. We actively pursue internal development of intellectual property.
We have completed ten acquisitions since March 2020, which collectively have provided us with a broad portfolio of complementary technologies and solutions to serve our target markets and customers. These acquisitions include: • 2020 – Acquired Redwire Space Components, LLC (f/k/a Adcole Space, LLC), Redwire Space Sensors, Inc.
Strategic acquisitions that augment our core value drivers are a key part of our growth strategy. We have completed eleven acquisitions since March 2020, which collectively have provided us with a broad portfolio of complementary technologies and solutions to serve our target market segments and customers.
As such, these cameras may be subject to the licensing requirements and regulations of National Oceanic and Atmospheric Association’s (“NOAA") Commercial Report Sensing Regulatory Affairs (“CRSRA”) office. The Federal Aviation Administration As a participant in launch activities, we are indirectly subject to the license requirements of the Federal Aviation Administration’s (“FAA”) Office of Commercial Space Transportation (“AST”).
While primarily intended to function as mission assurance tools, these cameras are capable of capturing incidental Earth imagery while in orbit. As such, these cameras are subject to the licensing requirements and regulations of National Oceanic and Atmospheric Association’s (“NOAA") Commercial Report Sensing Regulatory Affairs (“CRSRA”) office.
As of December 31, 2024, the Company operated in one operating segment and one reportable segment: space infrastructure. Refer to Note B – Summary of Significant Accounting Policies and Note W – Segment Reporting of the accompanying notes to the consolidated financial statements for additional information regarding this conclusion.
Refer to Note B – Summary of Significant Accounting Policies and Note U – Segment Reporting of the accompanying notes to the consolidated financial statements for additional information regarding this conclusion. Space Segment Business Strategy Redwire’s Space segment focuses on delivering next-generation spacecraft, large space infrastructure, and microgravity capabilities to serve civil, national security, and commercial space customers globally.
The Otter program includes the development of a revolutionary air-breathing satellite system and will demonstrate the use of novel electric propulsion in VLEO. Redwire’s operations in the EU are performing on ESA’s Skimsat program to develop this technology.
Redwire is the prime mission integrator on the Defense Advanced Research Projects Agency’s (“DARPA”) Otter program in the U.S., which is leveraging the SabreSat platform to develop a revolutionary air-breathing satellite system and will demonstrate the use of novel electric propulsion in VLEO. Additionally, Redwire’s Phantom spacecraft is being used on ESA’s Skimsat VLEO program.
(f/k/a Deployable Space Systems, Inc.), and Redwire Space Technologies, Inc. (f/k/a Techshot, Inc.). • 2022 – Acquired Redwire Space NV (f/k/a Qinetiq Space NV), (“Space NV”). • 2024 – Acquired Hera Systems, Inc. (“Hera Systems”) and formed Redwire Poland sp. z.o.o. On September 2, 2021, the Merger (the “Merger”) with Genesis Park Acquisition Corp.
(f/k/a Techshot, Inc.). • 2022 – Acquired Redwire Space NV (f/k/a Qinetiq Space NV), (“Space NV”). • 2024 – Acquired Hera Systems, Inc.
Redwire preforms either directly or through large prime contractors for many U.S. national security agencies, including but not limited to, the U.S. Air Force, U.S. Space Force, DARPA and the National Reconnaissance Office (“NRO”). An increasing number of these projects are focused on high volume delivery of products to meet the need for space asset proliferation.
Space Force, DARPA, the National Reconnaissance Office (“NRO”), and allied national security agencies. Civil customers are generally governmental entities that are not funded by defense budgets. Redwire performs either directly or through large prime contractors for civil agencies, including but not limited to NASA, ESA, and European national space agencies.
These developments aim to aid in establishing long-term infrastructure to sustain humans on the moon. Backlog We view growth in backlog as a key measure of our business growth. As of December 31, 2024, our total contracted backlog was $296.7 million.
Backlog We view growth in backlog as a key measure of our business development. As of December 31, 2025, our total contracted backlog was $411.2 million of which $299.8 million related to the Space segment and $111.4 million related to the Defense Tech segment.
Our technology depth and customer base positions Redwire in multiple space markets which provides a strategic advantage by reducing the potential impact of disruptions stemming from any one market, customer or technology. Redwire’s strategy to accelerate growth includes bundled sales and increased levels of offering integrations, such as systems, payloads, spacecraft and full satellite mission solutions.
“Risk Factors.” Redwire’s strategy to accelerate growth includes bundled sales and increased levels of offering integrations, such as systems, payloads, space and airborne platforms and full mission solutions. Our strategy also includes strategic acquisitions to complement and expand the Company’s space and defense technologies.
Redwire offers a variety of solar array solutions for spacecraft spanning the spectrum of size, power needs, and orbital location. We possess proprietary technologies, technical know-how, and the facilities to design, build, and deliver competitive power generation solutions tailored to customer need.
Redwire’s proprietary technologies, technical experience, and large-scale production facilities enable the Company to design, build, and deliver competitive power generation solutions tailored to customer needs.
Spacecraft payloads are the sensors, support systems and processing that provide value to the end user of the satellite. Redwire is engaged in payloads for infrared imaging, space situational awareness and position timing and navigation (“PNT”). • Infrared Payloads: Infrared payloads are utilized to identify thermal signatures from space.
Spacecraft payloads are the set of instruments that perform the satellite’s primary mission such as sensing, imaging, and communication. Redwire is engaged in payloads for infrared imaging, space situational awareness, positioning, navigation and timing (“PNT”), and radio frequency (“RF”) communications.
Sabersat and the EU’s Phantom spacecraft are being developed for VLEO to create capability in this less congested orbit where proximity to Earth provides imaging and low latency advantages. Redwire is the prime mission integrator on the Defense Advanced Research Projects Agency’s (“DARPA”) Otter program in the U.S.
Both VLEO spacecraft are designed to unlock capability in a less congested orbit where proximity to Earth provides imaging and low latency advantages.
Our software supports mission assessments and design of new missions such as operation in Very Low Earth Obits (“VLEO”) and dynamic space operations in GEO. Redwire provides five lines of spacecraft tailored to mission and orbit requirements including, VLEO, LEO, MEO, GEO and beyond GEO (“X-GEO”). Redwire’s U.S.
Redwire also provides software that supports mission assessments and design of new missions such as operation in VLEO and dynamic space operations in GEO. Redwire’s digital engineering facilitates the modeling and simulation of prospective space architectures to support trade analysis, operational concepts, and testing.
Our Link-16 antenna, among others, are critical to U.S. commercial and defense applications with special niche applications focused on serving environments that have historically been difficult to close beyond line-of-sight links. Spacecraft Platforms and Missions Digital engineering facilitates the modeling and simulation of prospective space architectures to support trade analysis, operational concepts, and testing.
Link-16 antennas, including ours, are critical to U.S. commercial and defense applications with specialized applications focused on serving environments that have historically been difficult to close beyond line-of-sight links. Redwire is also delivering multiple advanced RF payloads for a constellation of satellites for a national security satellite constellation in LEO.
Our core space infrastructure offerings include a broad array of modern products and services, which have been enabling space missions since the 1960s and have been flight-proven on over 200 spaceflight missions, including missions such as the National Aeronautics and Space Administration’s (“NASA”) Artemis, New Horizons and Perseverance programs, the Space Force’s GPS, and the European Space Agency’s (“ESA”) Project for On-Board Autonomy (“PROBA”) programs.
Redwire’s core space offerings are flight-proven and have supported hundreds of spacecraft, missions, and operations, including, but not limited to, the International Space Station (“ISS”), European Space Agency’s (“ESA”) Project for On-Board Autonomy (“PROBA”) missions, National Aeronautics and Space Administration’s (“NASA”) Double Asteroid Redirection Test (“DART”) and Artemis I lunar mission, and Space Force’s GPS Satellite program.
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Item 1. Business General Redwire is a global leader in mission critical space solutions and high-reliability space infrastructure for the next generation space economy. Our “Heritage plus Innovation” strategy enables us to combine decades of flight heritage with an agile and innovative culture creating new, innovative technologies that are the building blocks of space infrastructure for government and commercial customers.
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Item 1. Business General Redwire is an integrated space and defense technology company focused on advanced technologies. The Company’s vision is to pioneer next-generation space and defense technologies that empower scientific discovery, advance global industries, and strengthen security - transforming how humanity explores, connects, and protects - from the skies above to the stars beyond.
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Redwire’s primary business model is to provide mission critical solutions based on core space infrastructure offerings for government and commercial customers through long-duration projects. These core offerings include leading technologies and production capability for mission solutions including: avionics, sensors and payloads; power generation; structures and mechanisms; radio frequency (“RF”) systems; spacecraft platforms and missions; and microgravity payloads.
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Powered by this vision, Redwire is building the future of aerospace infrastructure, autonomous systems, and multi-domain operations, leveraging digital engineering and artificial intelligence (“AI”) automation. Redwire’s broad portfolio of airborne and space-based systems combine decades of flight heritage with an agile and innovative culture.
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A majority of our projects result in funded technology development and as a result, we benefit from continuous innovation aligned to our three primary focus areas as described below. Our mission is to accelerate humanity’s expansion into space by delivering reliable, economical and sustainable infrastructure for future generations.
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Through its global operations, Redwire’s technologies are deployed across national security, civil, and commercial space and defense technology market segments globally. Operating out of 28 locations in North America and Europe, Redwire serves a diverse set of domestic and international customers. For a discussion of risks associated with our operations, refer to Item 1A.
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With decades of proven flight heritage combined with innovative products and culture, Redwire is uniquely positioned to assist our customers in solving the complex challenges of future space missions and industries.
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Next-Generation Spacecraft Redwire’s spacecraft portfolio features a lineup of five platforms - SabreSat, Phantom, Hammerhead, Thresher, and Mako - designed to operate across multiple orbits ranging from Very Low Earth Orbit (“VLEO”), Low Earth Orbit (“LEO”), Medium Earth Orbit (“MEO”), Geostationary Orbit (“GEO”) and beyond GEO (“X-GEO”). For VLEO, Redwire offers two spacecraft: U.S.-built SaberSat and the European-built Phantom spacecraft.
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Redwire has three primary areas of focus that form our business: (1) Enabling space mission providers, such as government agencies and large prime contractors, with a broad portfolio of space defense and civil infrastructure, systems, subsystems, and components; (2) Providing the infrastructure and technology needed for people to explore, live and work in space; and (3) Assisting international spacefaring allies in the development of organic space capabilities.
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Redwire leverages high-fidelity digital engineering tools and Page 4 model-based systems engineering to produce end-to-end virtual environments that decrease cost, increase speed to market, and enable mission optimization.
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We are also a provider of innovative technologies with the potential to help transform the economics of space and create new markets for its exploration and commercialization. Redwire’s broad portfolio of core offerings, plus our domestic and international reach, allows us to participate in national security, civil, and commercial space markets globally.
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Large Space Infrastructure Redwire is a leading innovator in space infrastructure, enabling space mission providers with the foundational building blocks and integrated solutions needed for complex space missions in areas including power generation and spacecraft docking.
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With the increasing importance of space for national security and economic development, international spacefaring allies’ demand for the products and services of a provider like Redwire may increase as they seek to develop their organic space capabilities.
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Additionally, during 2025, Redwire entered into a licensing agreement with ExesaLibero Pharma, Inc., which provides for Redwire to receive royalties from any commercial sales of resulting pharmaceutical products. In support of NASA’s Artemis program, we are also engaged in lunar research related to communications and navigation solutions as well as in-situ resource utilization.
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We have a unique portfolio of highly synergistic and complementary core space infrastructure offerings that significantly enhance our access to addressable markets in Europe and the rest of the world. For a discussion of risks associated with our operations, refer to Item 1A.
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Defense Tech Segment Business Strategy Redwire’s Defense Tech segment focuses on delivering combat-proven autonomous systems, optical sensors, advanced optics, resilient energy solutions and radio frequency payloads that provide intelligence, surveillance, and reconnaissance capabilities for customers including the U.S. Department of War (“DoW”, formerly known as the Department of Defense), U.S. Federal Civilian Agencies and allied governments across multiple domains.
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(“GPAC”) was consummated pursuant to the Agreement and Plan of Merger (the “Merger Agreement”) dated March 25, 2021 by and among GPAC, Shepard Merger Sub Corporation (“Merger Sub”), a Delaware corporation and direct, wholly-owned subsidiary of GPAC, Cosmos Intermediate, LLC and Redwire, LLC (“Holdings”).
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The Defense Tech segment has its origins in aeronautical pioneering, with a legacy of producing innovative solutions that have advanced missions in countries around the world, with products currently deployed in approximately 80 countries.
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Pursuant to the Merger Agreement, the parties completed a business combination transaction by which, (i) GPAC domesticated as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law and the Companies Act of the Cayman Islands (the “Domestication”), (ii) Merger Sub merged with and into Cosmos, with Cosmos being the surviving entity in the merger (the “First Merger”), and (iii) immediately following the First Merger, Cosmos merged with and into GPAC, with GPAC being the surviving entity in the merger (the “Second Merger” and, together with the First Merger, the “Mergers” or the “Merger” and, together with the other transactions contemplated by the Merger Agreement, the “Transactions”).
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With nearly three decades of experience helping customers gain a critical advantage by harnessing the latest Uncrewed Aerial System (“UAS”) Page 5 technology for the military, first responders, commercial, and academia, Defense Tech’s rich history of proven leadership means that our customers benefit from decades of inventive engineering and customized mission support.
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In this Annual Report on Form 10-K, we refer to the Domestication and the Transactions, collectively, as the “Merger”. Upon the closing of the Merger, GPAC was renamed Redwire Corporation. The Merger was accounted for as a reverse recapitalization in which GPAC is treated as the acquired company.
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As the original equipment manufacturer (“OEM”) of the Stalker UAS, Penguin UAS, and Octopus line of optical gimbal payloads, Defense Tech offers a diverse ecosystem of products with global reach that includes manufacturing and flight test facilities in the U.S. and EU.
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A reverse recapitalization does not result in a new basis of accounting, and the consolidated financial statements of the combined entity represent the continuation of the consolidated financial statements of the Company in many respects. MIS (a wholly-owned subsidiary of Holdings) was deemed the accounting predecessor and the combined entity is the successor SEC registrant, Redwire Corporation.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changePage 11 Risk Factors Summary Some of the principal risks that may impact our business and results of operations are listed below: Business and Industry Risks • our results could be affected by continued economic uncertainty, an economic slowdown or a recession; • the failure of financial institutions or transactional counterparties could adversely affect our current and projected business operations and our financial condition and results of operations; • we have limited operating history in an evolving industry and history of losses to date, which makes it difficult to forecast our revenue, plan our expenses and evaluate our business and future prospects; • any acquisitions, partnerships or joint ventures into which we enter could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations; • our ability to grow our business depends on the successful development and continued refinement of many of our proprietary technologies, products, and service offerings, which are subject to many uncertainties, some of which are beyond our control; • competition from existing or new companies could cause downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share; • a limited number of customers make up a high percentage of our revenue; • matters relating to or arising from our Audit Committee investigation, including regulatory investigations and proceedings, litigation matters, and potential additional expenses, may adversely affect our business and results of operations; • natural disasters, geopolitical conflicts, or other natural or man-made catastrophic events could disrupt and impact our business; • adverse publicity could have a material adverse effect on our business, financial condition and results of operations; • our business involves significant risks and uncertainties that may not be covered by insurance or indemnity; • if we fail to respond to commercial industry cycles in terms of our cost structure, manufacturing capacity, and/or personnel needs, our business could be seriously harmed; • any delays in the development, design, engineering and manufacturing of our core offerings may adversely impact our business, financial condition and results of operations; • we rely on a limited number of suppliers for certain raw materials and supplied components; • unsatisfactory performance of our core offerings could have a material adverse effect on our business, financial condition and results of operations; • our results of operations and cash flows are substantially affected by our mix of fixed-price, cost-plus and time-and-material type contracts; • our cash flow and profitability could be reduced if expenditures are incurred prior to the final receipt of a contract; • we may in the future invest significant resources in developing new offerings and exploring the application of our technologies for other uses and those opportunities may never materialize; • we may not be able to convert our orders in backlog into revenue; • we may use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations; • we are dependent on third-party launch vehicles to launch our spacecraft and customer payloads into space; • we may experience a total loss of our technology and products and our customers’ payloads, if there is an accident on launch or during the journey into space; • our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance we may provide; • our margins and operating results may suffer if we experience unfavorable changes in the proportion of cost-plus-fee or fixed-price contracts in our total contract mix; • our systems, products, technologies and services and related equipment may have shorter useful lives than we anticipate; • cyber-attacks and other security threats and disruptions could have a material adverse effect on our business; • if we are not successful in attracting or retaining highly qualified personnel, we may not be able to successfully implement our business strategy; • our business, financial condition and results of operations are subject to risks resulting from broader geographic operations; • net earnings and net assets could be materially affected by an impairment of goodwill; • pension funding and costs are dependent on several economic assumptions which, if changed, may cause our future results of operations and cash flows to fluctuate significantly over time; Page 12 • our ability to use net operating loss carryforwards and certain other tax attributes may be limited; Government Contract Risks • we are subject to the requirements of the National Industrial Security Program Operating Manual (“NISPOM”) for our facility security clearance, which is a prerequisite to our ability to perform on classified contracts for the U.S. government; • we depend heavily on contracts with the U.S. government for a substantial portion of our business and changes in the U.S. government’s priorities, or delays or reductions in spending, could have a material adverse effect on our business; • we depend significantly on U.S. government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited; • disputes with our subcontractors or the inability of our subcontractors to perform, or our key suppliers to timely deliver our components, parts or services, could cause our core offerings to be produced or delivered in an untimely or unsatisfactory manner; Regulatory Risks • investments in us may be subject to U.S. foreign investment regulations, which may impose conditions on or limit certain investors’ ability to purchase our common stock, potentially making our common stock less attractive to investors; • we are subject to trade control laws and regulations, including export controls and stringent U.S. economic sanctions, which could affect our ability to do business with certain customers; • our business is subject to a wide variety of additional extensive and evolving government laws and regulations and failure to comply with such laws and regulations could have a material adverse effect on our business; • our reputation and ability to do business may be impacted by the improper conduct of our employees, agents or business partners; • failure to comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adversely affect our business and our financial condition; • we are subject to environmental regulation and may incur substantial costs; • changes in tax laws or regulations may increase tax uncertainty and adversely affect results of our operations and our effective tax rate; • if we cannot successfully protect our intellectual property rights or defend against intellectual property claims, our business could suffer; • our technology may violate the proprietary rights of third parties, which could have a negative impact on our operations; Risks Related to Financing and the Ownership of our Securities • we may require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable terms or at all; • the issuance and sale of shares of our Series A Convertible Preferred Stock has reduced the relative voting power of holders of our common stock and diluted the ownership of holders of our capital stock; • AEI and Bain Capital have significant influence over us, which could limit other investors’ ability to influence the outcome of key transactions; • provisions in the Certificate of Designation related to our Series A Convertible Preferred Stock may delay or prevent our acquisition by a third party, which could also reduce the market price of our capital stock; • our Series A Convertible Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of holders of our other outstanding capital stock; • there may be sales of a substantial amount of our common stock by our current shareholders and these sales could cause the price of our common stock to fall; Risks Related to Being a Public Company • we may not be able to remain in compliance with the continued listing requirements of the NYSE • we may issue additional common stock or other equity securities which could dilute our shareholders’ ownership interests; • the market price of our common stock and warrants has and may continue to fluctuate; and • we have identified material weaknesses in internal control over reporting.
Biggest changePage 10 Risk Factors Summary Some of the principal risks that may impact our business and results of operations are listed below: Business and Industry Risks • our results could be affected by economic uncertainty, including high inflation, market volatility, and the potential worsening of macro-economic conditions; • geopolitical and macroeconomic events and conditions could adversely affect our business, financial condition and operating results; • tariffs may adversely affect demand for our products and services, and increase our manufacturing costs; • the failure of financial institutions or transactional counterparties could adversely affect our current and projected business operations and our financial condition and results of operations; • we operate in evolving industries, have a limited operating history since our acquisition of Edge Autonomy and have a history of losses to date, which makes it difficult to evaluate our future prospects and the risks and challenges we may encounter; • if we are unable to successfully integrate recently completed and future acquisitions, including the recent acquisition of Edge Autonomy or successfully select, execute or integrate future acquisitions into the business and realize anticipated synergies and benefits or do so within the expected timeframe, our operations and financial condition could be materially and adversely affected; • our ability to grow our business depends on the successful development and continued refinement of our proprietary technologies, products, and service offerings; • competition with existing or new companies could cause downward pressure on prices, fewer customer orders, reduced margins, the inability to take advantage of new business opportunities, and the loss of market share; • a limited number of customers make up a high percentage of our revenue; • we may become involved in litigation from time to time that may materially adversely affect us; • natural disasters, geopolitical conflicts, or other natural or man-made catastrophic events could disrupt and impact our business; • adverse publicity stemming from any incident involving Redwire or our competitors could have a material adverse effect on our business, financial condition and results of operations; • our business involves significant risks and uncertainties that may not be covered by insurance or indemnity; • our business could be seriously harmed if we fail to respond to commercial industry cycles in terms of our cost structure, manufacturing capacity, and/or personnel needs; • customers are unwilling to adopt our core offerings; • any delays in the development, design, engineering and manufacturing of our core offerings may adversely impact our business, financial condition and results of operations; • unsatisfactory performance of our core offerings could have a material adverse effect on our business, financial condition and results of operations; • our results of operations and cash flows are substantially affected by our mix of fixed-price, cost-plus and time-and-material type contracts; • our cash flow and profitability could be reduced if expenditures are incurred prior to the final receipt of a contract; • we may in the future invest significant resources in developing new offerings and exploring the application of our technologies for other uses and those opportunities may never materialize; • we may not be able to convert our orders in backlog into revenue; • we have and in the future may continue to use AI in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our business, financial condition and results of operations; • our reliance on third-party launch vehicles to launch our spacecraft and customer payloads into space; • we may experience a total loss of our technology and products and our customers’ payloads, if there is an accident on launch or during the journey into space; • our operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating results to fall below expectations or any guidance that we may provide; • our margins and operating results may suffer if we experience unfavorable changes in the proportion of cost-plus-fee or fixed-price contracts in our total contract mix; • our systems, products, technologies and services and related equipment may have shorter useful lives than we anticipate; • cyber-attacks and other security threats and disruptions could have a material adverse effect on our business, financial condition and results of operations; Page 11 • our business, financial condition and results of operations are subject to risks resulting from broader geographic operations; • our net earnings and our net assets could be materially affected by an impairment of goodwill; • our ability to use net operating loss carryforwards and certain other tax attributes may be limited; Government Contract Risks • we are subject to the requirements of the National Industrial Security Program Operating Manual (“NISPOM”) for our facility security clearance, which is a prerequisite to our ability to perform on classified contracts for the U.S. government; • the U.S. government’s budget deficit and the national debt, as well as any inability of the U.S. government to complete its budget process for any government fiscal year and any resulting future government shutdowns, could have an adverse impact on our business; • we depend significantly on U.S. government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited; • disputes with our subcontractors or the inability of our subcontractors to perform, or our key suppliers to timely deliver our components, parts or services, could cause our core offerings to be produced or delivered in an untimely or unsatisfactory manner; Regulatory Risks • investments in us may be subject to U.S. foreign investment regulations, which may impose conditions on or limit certain investors’ ability to purchase our common stock, potentially making our common stock less attractive to investors; • we are subject to stringent U.S. economic sanctions, and trade control laws and regulations, as well as risks related to doing business in other countries, including those related to tariffs, trade restrictions and government actions; • our business is subject to a wide variety of additional extensive and evolving government laws and regulations and failure to comply with such laws and regulations could have a material adverse effect on our business; • our reputation and ability to do business may be impacted by the improper conduct of our employees, agents or business partners; • failure to comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansion of current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adversely affect our business and our financial condition; • we are subject to environmental regulation and may incur substantial costs; • changes in tax laws or regulations may increase tax uncertainty and adversely affect results of our operations and our effective tax rate; • if we fail to adequately protect our intellectual property rights or defend against intellectual property claims, our competitive position could be impaired and our intellectual property applications for registration may not be issued or be registered; • our technology may violate the proprietary rights of third parties, which could have a negative impact on our operations; Risks Related to Financing and the Ownership of our Securities • we may require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable terms or at all; • the acquisition of Edge Autonomy (the “Edge Acquisition”) and issuance and sale of shares of our Series A Convertible Preferred Stock has reduced the relative voting power of holders of our common stock and diluted the ownership of holders of our capital stock; • AEI holds a majority of the voting power of our Board of Directors (the “Board”) and has significant influence over us, which could limit other investors’ ability to influence the outcome of key transactions; • provisions in the Certificate of Designation related to our Series A Convertible Preferred Stock may delay or prevent our acquisition by a third party, which could also reduce the market price of our capital stock; • our Series A Convertible Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of holders of our other outstanding capital stock; • there may be sales of a substantial amount of our common stock by our current shareholders and these sales could cause the price of our common stock to fall; Risks Related to Being a Public Company • we may not be able to remain in compliance with the continued listing requirements of the NYSE • we may issue additional common stock or other equity securities which could dilute our shareholders’ ownership interests; • the trading price of our common stock is and may continue to be volatile; and Page 12 • we have identified material weaknesses in internal control over reporting.
If our government or prime contractor customer’s requirements should change or if the government or the prime contractor should direct the anticipated procurement to another contractor, or if the anticipated contract award does not materialize, or if the equipment or materials become obsolete or require modification before we are under contract for the procurement, our investment in the equipment or materials might be at risk if we cannot efficiently resell them.
If our government or prime contractor customer’s requirements should change, if the government or the prime contractor should direct the anticipated procurement to another contractor, if the anticipated contract award does not materialize, or if the equipment or materials become obsolete or require modification before we are under contract for the procurement, our investment in the equipment or materials might be at risk if we cannot efficiently resell them.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of our Series A Convertible Preferred Stock are entitled to receive certain payments (i) prior to any amounts paid to holders of our common stock and each other class or series of our capital stock now existing or hereafter authorized, the terms of which do not expressly provide that such class or series ranks either senior to, or on parity with, the Series A Convertible Preferred Stock, and (ii) on parity with each other class or series of our capital stock established in the future, the terms of which expressly provide that such class or series ranks on a parity basis with the Series A Convertible Preferred Stock.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of our Convertible Preferred Stock are entitled to receive certain payments (i) prior to any amounts paid to holders of our common stock and each other class or series of our capital stock now existing or hereafter authorized, the terms of which do not expressly provide that such class or series ranks either senior to, or on parity with, the Convertible Preferred Stock, and (ii) on parity with each other class or series of our capital stock established in the future, the terms of which expressly provide that such class or series ranks on a parity basis with the Convertible Preferred Stock.
Therefore, in the event of our voluntary or involuntary liquidation, dissolution, or winding-up of our affairs, no distribution of our assets may be made to holders of our common stock until we have paid to holders of the Series A Convertible Preferred Stock then outstanding the greater of (a) the greater of (i) two times the initial value of the shares of Series A Convertible Preferred Stock and (ii) the accrued value of such shares of Series A Convertible Preferred Stock as of the date of such liquidation and (b) the amount that such holder would have received with respect to such share of Series A Convertible Preferred Stock based on its accrued value if all shares of Series A Convertible Preferred Stock had been converted at their accrued value (regardless of whether they were actually converted and without regard to any limitations on convertibility or as to whether sufficient shares of common stock are available out of the Company’s authorized but unissued stock for the purpose of effecting such conversion) into shares of common stock on the business day immediately prior to the liquidation.
Therefore, in the event of our voluntary or involuntary liquidation, dissolution, or winding-up of our affairs, no distribution of our assets may be made to holders of our common stock until we have paid to holders of the Convertible Preferred Stock then outstanding the greater of (a) the greater of (i) two times the initial value of the shares of Convertible Preferred Stock and (ii) the accrued value of such shares of Convertible Preferred Stock as of the date of such liquidation and (b) the amount that such holder would have received with respect to such share of Convertible Preferred Stock based on its accrued value if all shares of Convertible Preferred Stock had been converted at their accrued value (regardless of whether they were actually converted and without regard to any limitations on convertibility or as to whether sufficient shares of common stock are available out of the Company’s authorized but unissued stock for the purpose of effecting such conversion) into shares of common stock on the business day immediately prior to the liquidation.
Occurrence of any catastrophic event, including an earthquake, flood, tsunami, or other weather event, power loss, internet failure, software or hardware malfunctions, cyber attack, war or foreign invasion (such as the Russian invasion of Ukraine and the Israel-Hamas war), terrorist attack, medical epidemic or pandemic (such as the COVID-19 pandemic), government shutdown orders, other man-made disasters, or other catastrophic events could disrupt our, our business partners’ and customers’ business operations or result in disruptions in the broader global economic environment.
Occurrence of any catastrophic event, including an earthquake, flood, wildfire, tsunami, or other weather event, power loss, internet failure, software or hardware malfunctions, cyber attack, war or foreign invasion (such as the Russian invasion of Ukraine and the Israel-Hamas war), terrorist attack, medical epidemic or pandemic (such as the COVID-19 pandemic), government shutdown orders, other man-made disasters, or other catastrophic events could disrupt our, our business partners’ and customers’ business operations or result in disruptions in the broader global economic environment.
However, if in connection with a fundamental change the consideration received by holders of our common stock consists of cash and common stock meeting certain liquidity requirements of an issuer with a market capitalization greater than $600 million, then the repurchase price paid to the holders of Series A Convertible Preferred Stock will consist of (a) cash in the amount of the applicable accrued value as of the repurchase date and (b) a number of shares of such common stock equal to the excess of the repurchase price such holder would have received in cash, as applicable, over such accrued value.
However, if in connection with a fundamental change the consideration received by holders of our common stock consists of cash and common stock meeting certain liquidity requirements of an issuer with a market capitalization greater than $600 million, then the repurchase price paid to the holders of Convertible Preferred Stock will consist of (a) cash in the amount of the applicable accrued value as of the repurchase date and (b) a number of shares of such common stock equal to the excess of the repurchase price such holder would have received in cash, as applicable, over such accrued value.
Our maintenance of higher levels of indebtedness could have adverse consequences including impairing our ability to obtain additional financing in the future Our level of debt places significant demands on our cash resources, which could: Page 31 • make it more difficult to satisfy our outstanding debt obligations; • require us to dedicate a substantial portion of our cash for payments related to our debt, reducing the amount of cash flow available for working capital, capital expenditures, entitlement of our real estate assets, contributions to our tax-qualified pension plan, and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in the industries in which we compete; • place us at a competitive disadvantage with respect to our competitors, some of which have lower debt service obligations and greater financial resources than we do; • limit our ability to borrow additional funds; • limit our ability to expand our operations through acquisitions; and • increase our vulnerability to general adverse economic and industry conditions.
Our maintenance of higher levels of indebtedness could have adverse consequences including impairing our ability to obtain additional financing in the future Our level of debt places significant demands on our cash resources, which could: • make it more difficult to satisfy our outstanding debt obligations; • require us to dedicate a substantial portion of our cash for payments related to our debt, reducing the amount of cash flow available for working capital, capital expenditures, entitlement of our real estate assets, contributions to our tax-qualified pension plan, and other general corporate purposes; • limit our flexibility in planning for, or reacting to, changes in the industries in which we compete; • place us at a competitive disadvantage with respect to our competitors, some of which have lower debt service obligations and greater financial resources than we do; • limit our ability to borrow additional funds; • limit our ability to expand our operations through acquisitions; and • increase our vulnerability to general adverse economic and industry conditions.
Additional factors that may cause our financial results to fluctuate from quarter to quarter include those addressed elsewhere in this “Risk Factors” section and the following factors, among others: • the terms of customer contracts that affect the timing of revenue recognition; • variability in demand for our services and solutions; • commencement, completion or termination of contracts during any particular quarter; • timing of shipments and product deliveries; • timing of award or performance incentive fee notices; • timing of significant bid and proposal costs; • the costs of remediating unknown defects, errors or performance problems of our product offerings; • unexpected weather patterns, natural disasters or other events that force a cancellation or rescheduling of launches; • the cost of raw materials or supplied components critical for the manufacture and operation of our core space infrastructure offerings; • variable purchasing patterns under blanket purchase agreements and other indefinite delivery/indefinite quantity (“IDIQ”) contracts; • restrictions on and delays related to the export of defense articles and services; • costs related to government inquiries, changes in governmental regulations or in the status of our regulatory approvals or applications; • strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs and joint ventures; • strategic investments or changes in business strategy; • the timing and cost of, and level of investment in, research and development relating to our core offerings and our current or future facilities • changes in the extent to which we use subcontractors; • seasonal fluctuations in our staff utilization rates; • changes in our effective tax rate, including changes in our judgment as to the necessity of the valuation allowance recorded against our deferred tax assets; • the length of sales cycles; • future accounting pronouncements or changes in our accounting policies; • the impact of epidemics or pandemics; and Page 22 • general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
Additional factors that may cause our financial results to fluctuate from quarter to quarter include those addressed elsewhere in this “Risk Factors” section and the following factors, among others: • the terms of customer contracts that affect the timing of revenue recognition; • variability in demand for our services and solutions; • commencement, completion or termination of contracts during any particular quarter; • timing of shipments and product deliveries; • timing of award or performance incentive fee notices; • timing of significant bid and proposal costs; • the costs of remediating unknown defects, errors or performance problems of our product offerings; • unexpected weather patterns, natural disasters or other events that force a cancellation or rescheduling of launches; • the cost of raw materials or supplied components critical for the manufacture and operation of our space and defense technology offerings; • variable purchasing patterns under blanket purchase agreements and other indefinite delivery/indefinite quantity (“IDIQ”) contracts; • restrictions on and delays related to the export of defense articles and services; • costs related to government inquiries, changes in governmental regulations or in the status of our regulatory approvals or applications; • strategic decisions by us or our competitors, such as acquisitions, divestitures, spin-offs and joint ventures; • strategic investments or changes in business strategy; • the timing and cost of, and level of investment in, research and development relating to our core offerings and our current or future facilities • changes in the extent to which we use subcontractors; • seasonal fluctuations in our staff utilization rates; • changes in our effective tax rate, including changes in our judgment as to the necessity of the valuation allowance recorded against our deferred tax assets; • the length of sales cycles; • future accounting pronouncements or changes in our accounting policies; • the impact of epidemics or pandemics; and Page 23 • general market conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.
A number of factors will impact the useful lives of our core offerings, including, among other things, the quality of their design and construction, the durability of their component parts and availability of any replacement components, and the occurrence of any anomaly or series of anomalies or other risks affecting the technology during launch and in orbit.
A number of factors will impact the useful lives of our core offerings, including, among other things, the quality of their design and construction, the durability of their component parts and availability of any replacement components, and the occurrence of any anomaly or series of anomalies or other risks affecting the technology during launch, flight or in orbit.
Reasons for this include, but are not limited to, the following: • political and economic instability; Page 24 • governments’ restrictive trade policies; • the imposition or rescission of duties, taxes or government royalties; • exchange rate risks; • exposure to varying legal standards, including data privacy, security and intellectual property protection in other jurisdictions; • difficulties in obtaining required regulatory authorizations; • local domestic ownership requirements; • requirements that certain operational activities be performed in-country; • changing and conflicting national and local regulatory requirements; and • the geographic, language and cultural differences between personnel in different areas of the world.
Reasons for this include, but are not limited to, the following: • political and economic instability; • governments’ restrictive trade policies; • the imposition or rescission of duties, taxes or government royalties; • exchange rate risks; • exposure to varying legal standards, including data privacy, security and intellectual property protection in other jurisdictions; • difficulties in obtaining required regulatory authorizations; • local domestic ownership requirements; • requirements that certain operational activities be performed in-country; • changing and conflicting national and local regulatory requirements; and • the geographic, language and cultural differences between personnel in different areas of the world.
CFIUS may impose mitigation conditions to grant clearance of a transaction. The Foreign Investment Risk Review Modernization Act (“FIRRMA”), enacted in 2018, amended the DPA to, among other things, expand CFIUS’s jurisdiction beyond acquisitions of control of U.S. businesses.
CFIUS may impose mitigation conditions to grant clearance of a transaction. The Foreign Investment Risk Review Modernization Act, enacted in 2018, amended the DPA to, among other things, expand CFIUS’s jurisdiction beyond acquisitions of control of U.S. businesses.
From time to time, we have also become and may in the future be involved in legal proceedings relating to various matters, including intellectual property, commercial, employment, class action, whistleblower and other litigation and claims, as well as governmental and other regulatory investigations and proceedings.
From time to time, we have become and may in the future be involved in legal proceedings relating to various matters, including intellectual property, commercial, employment, class action, whistleblower and other litigation and claims, as well as governmental and other regulatory investigations and proceedings.
Factors affecting the trading price of our common stock may include: • actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to it; • changes in the market’s expectations about our operating results; • success of competitors; • our operating results failing to meet market expectations in a particular period; • changes in financial estimates and recommendations or comments by securities analysts or other third parties concerning us or the aerospace and defense industry and market in general; • future announcements or press coverage concerning our business or our competitors’ businesses and the public’s reaction to such announcements, press coverage or releases, and filings with the SEC; • operating and stock price performance of other companies that investors deem comparable to us; • the size of our public float; • “short squeezes” and meme-like trading of our common stock or the common equity of companies in our industry; • our ability to market new and enhanced products on a timely basis; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving us; • changes in its capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of shares of common stock available for public sale; Page 35 • any significant change in our board or management; • sales of substantial amounts of common stock by our directors, executive officers or significant shareholders or the perception that such sales could occur; and • general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
Factors affecting the trading price of our common stock may include: • actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to it; • changes in the market’s expectations about our operating results; • success of competitors; • our operating results failing to meet market expectations in a particular period; Page 36 • changes in financial estimates and recommendations or comments by securities analysts or other third parties concerning us or the aerospace and defense industry and market in general; • future announcements or press coverage concerning our business or our competitors’ businesses and the public’s reaction to such announcements, press coverage or releases, and filings with the SEC; • operating and stock price performance of other companies that investors deem comparable to us; • the size of our public float; • “short squeezes” and meme-like trading of our common stock or the common equity of companies in our industry; • our ability to market new and enhanced products on a timely basis; • changes in laws and regulations affecting our business; • commencement of, or involvement in, litigation involving us; • changes in its capital structure, such as future issuances of securities or the incurrence of additional debt; • the volume of shares of common stock available for public sale; • any significant change in our board or management; • sales of substantial amounts of common stock by our directors, executive officers or significant shareholders or the perception that such sales could occur; and • general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations, tariff actions and acts of war or terrorism.
The repurchase price of the Series A Convertible Preferred Stock is equal to the greater of (a) (i) 100% of the applicable accrued value as of the repurchase date plus (ii) if prior to October 28, 2027, the aggregate amount of all dividends that would have been paid in respect of an outstanding share of such series of Series A Convertible Preferred Stock from the repurchase date through October 28, 2027 and Page 33 (b) the amount that such holder would have received in such fundamental change with respect to such share of Series A Convertible Preferred Stock if all shares of Series A Convertible Preferred Stock had been converted into shares of common stock on the business day immediately prior to the effective date of the relevant fundamental change.
The repurchase price of the Convertible Preferred Stock is equal to the greater of (a) (i) 100% of the applicable accrued value as of the repurchase date plus (ii) if prior to October 28, 2027, the aggregate amount of all dividends that would have been paid in respect of an outstanding share of such series of Convertible Preferred Stock from the repurchase date through October 28, 2027 and (b) the amount that such holder would have received in such fundamental change with respect to such share of Convertible Preferred Stock if all shares of Convertible Preferred Stock had been converted into shares of common stock on the business day immediately prior to the effective Page 34 date of the relevant fundamental change.
If the space-related equipment have shorter useful lives than we currently anticipate, this may lead to delays in the manufacturing and design of space and spaceflight components and may also lead to a delay in commencing additional operations or increasing the rate of our operations, or greater maintenance costs than previously anticipated such that the cost to maintain the products and related equipment may exceed their value, which would have a material adverse effect on our business, financial condition and results of operations.
If our equipment and materials have shorter useful lives than we currently anticipate, this may lead to delays in the manufacturing and design of UAS, space and spaceflight components and may also lead to a delay in commencing additional operations or increasing the rate of our operations, or greater maintenance costs than previously anticipated such that the cost to maintain the products and related equipment may exceed their value, which would have a material adverse effect on our business, financial condition and results of operations.
An active trading market for our common stock may not be sustained and the market price for our common stock and warrants has and may continue to be volatile, due to many factors, some of which may be beyond our control.
An active trading market for our common stock may not be sustained and the market price for our common stock has and may continue to be volatile, due to many factors, some of which may be beyond our control.
In addition, a significant data breach or any failure, or perceived failure, by us to comply with any federal, state or foreign privacy or consumer protection-related laws, regulations or other principles or orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand and business, and may result in claims, investigations, proceedings, litigation, or enforcement actions against us by governmental entities.
Page 30 In addition, a significant data breach or any failure, or perceived failure, by us to comply with any federal, state or foreign privacy or consumer protection-related laws, regulations or other principles or orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adversely affect our reputation, brand and business, and may result in claims, investigations, proceedings, litigation, or enforcement actions against us by governmental entities.
Prior to obtaining the approvals described by the foregoing, subject to certain exceptions, we must not: (1) create or authorize the creation of (including by increasing the authorized amount of) or issue any senior securities or parity securities or any securities convertible into or exercisable or exchangeable for any senior security or parity security, or amend or alter the Company’s Certificate of Incorporation to increase the number of authorized shares of Series A Convertible Preferred Stock, (2) reclassify or modify any existing class or series of equity securities in a manner that would result in such class or series of equity securities being senior to or on parity with the Series A Convertible Preferred Stock, (3) issue any shares of Series A Convertible Preferred Stock in excess of 10% of the number of shares of Series A Convertible Preferred Stock initially purchased by Bain Capital and AEI in the aggregate, (4) decrease the number of authorized shares of Series A Convertible Preferred Stock, (5) alter, change or amend the terms, rights, preferences or privileges of the Series A Convertible Preferred Stock in any manner, (6) amend, waive, alter or repeal any provision of the Company’s Certificate of Incorporation, Bylaws or comparable organizational documents in a manner that would adversely affect the Series A Convertible Preferred Stock or the rights, preferences or privileges of the Series A Convertible Preferred Stock, (7) declare or pay a dividend or distribute cash or property through dividends or other distributions in respect of any junior securities, (8) redeem, purchase or otherwise acquire any junior securities, (9) create or hold any of the Company’s capital stock in any subsidiary that is not a wholly-owned subsidiary or dispose of any subsidiary capital stock or all or substantially all of any subsidiary’s assets, or (10) commence any voluntary liquidation, bankruptcy, dissolution, recapitalization, reorganization or assignment to the Company’s creditors.
Prior to obtaining the approvals described by the foregoing, subject to certain exceptions, we must not: (1) create or authorize the creation of (including by increasing the authorized amount of) or issue any senior securities or parity securities or any securities convertible into or exercisable or exchangeable for any senior security or parity security, or amend or alter the Company’s Certificate of Incorporation to increase the number of authorized shares of Convertible Preferred Stock, (2) reclassify or modify any existing class or series of equity securities in a manner that would result in such class or series of equity securities being senior to or on parity with the Convertible Preferred Stock, (3) issue any shares of Convertible Preferred Stock in excess of 10% of the number of shares of Convertible Preferred Stock initially purchased by certain Investors, (4) decrease the number of authorized shares of Convertible Preferred Stock, (5) alter, change or amend the terms, rights, preferences or privileges of the Convertible Preferred Stock in any manner, (6) amend, waive, alter or repeal any provision of the Company’s Certificate of Incorporation, Bylaws or comparable organizational documents in a manner that would adversely affect the Convertible Preferred Stock or the rights, preferences or privileges of the Convertible Preferred Stock, (7) declare or pay a dividend or distribute cash or property through dividends or other distributions in respect of any junior securities, (8) redeem, purchase or otherwise acquire any junior securities, (9) create or hold any of the Company’s capital stock in any subsidiary that is not a wholly-owned subsidiary or dispose of any subsidiary capital stock or all or substantially all of any subsidiary’s assets, or (10) commence any voluntary liquidation, bankruptcy, dissolution, recapitalization, reorganization or assignment to the Company’s creditors.
Page 26 We depend significantly on U.S. government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited. The termination or failure to fund, or negative audit findings for, one or more of these contracts could have an adverse impact on our business, financial condition, results of operations and cash flows.
We depend significantly on U.S. government contracts, which often are only partially funded, subject to immediate termination, and heavily regulated and audited. The termination or failure to fund, or negative audit findings for, one or more of these contracts could have an adverse impact on our business, financial condition, results of operations and cash flows.
If we breach a contract or fail to perform in accordance with contractual service levels, delivery schedules, performance specifications, or other contractual requirements set forth therein, the other party thereto may terminate such contract for default, and we may be required to refund money previously paid to us by the customer or to pay penalties or other damages.
If we breach a contract or fail to perform in accordance with contractual service levels, delivery schedules, performance specifications, or other contractual requirements set forth therein, the other party thereto may terminate such contract for Page 20 default, and we may be required to refund money previously paid to us by the customer or to pay penalties or other damages.
These features of the Series A Convertible Preferred Stock could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management.
These features of the Convertible Preferred Stock could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management.
From time to time, we may evaluate potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties, to add new products and technologies, acquire talent, grow new sales channels or enter into new markets or sales territories. We may not be successful in identifying acquisition, partnership and joint venture candidates.
From time to time, we may evaluate potential strategic acquisitions of businesses, including partnerships or joint ventures with third parties, to add new products and technologies, acquire talent, grow new sales channels or enter into new markets or sales territories. Page 14 We may not be successful in identifying acquisition, partnership and joint venture candidates.
If we are unable to protect sensitive information, including complying with evolving information security, data protection and privacy regulations, our customers or governmental authorities could investigate the adequacy of our threat mitigation and detection processes Page 23 and procedures, and could bring actions against us for noncompliance with applicable laws and regulations.
Page 24 If we are unable to protect sensitive information, including complying with evolving information security, data protection and privacy regulations, our customers or governmental authorities could investigate the adequacy of our threat mitigation and detection processes and procedures, and could bring actions against us for noncompliance with applicable laws and regulations.
Also, our subcontractors and other suppliers Page 27 may not be able to acquire or maintain the quality of the materials, components, subsystems and services they supply, which may result in greater product returns, service problems and warranty claims and could harm our business, financial condition, results of operations and cash flows.
Also, our subcontractors and other suppliers may not be able to acquire or maintain the quality of the materials, components, subsystems and services they supply, which may result in greater product returns, service problems and warranty claims and could harm our business, financial condition, results of operations and cash flows.
Defense Production Act of 1950, as amended (the “DPA”), the U.S. President has the power to disrupt or block certain foreign investments in U.S. businesses if he determines that such a transaction threatens U.S. national security. The Committee on Foreign Investment in the United States (“CFIUS”) has the authority to conduct national security reviews of certain foreign investments.
Defense Production Act of 1950, as amended (the “DPA”), the U.S. President has the power to disrupt or block certain foreign investments in U.S. businesses if he determines that such a transaction threatens U.S. national security. The Committee on Foreign Investment in the United States (“CFIUS”) has the authority to conduct national security Page 28 reviews of certain foreign investments.
If we do not address these risks successfully, our results of operations could Page 14 differ materially from our estimates and forecasts or the expectations of investors or analysts, causing our business to suffer and our common stock price to decline. As part of growing our business, we have made and may continue to make acquisitions.
If we do not address these risks successfully, our results of operations could differ materially from our estimates and forecasts or the expectations of investors or analysts, causing our business to suffer and our common stock price to decline. As part of growing our business, we have made and may continue to make acquisitions.
If we are unable to generate sufficient cash flow to service our debt and fund our operating costs, our liquidity may be adversely affected. We may require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable terms or at all.
If we are unable to generate sufficient cash flow to service our debt and fund our operating costs, our liquidity may be adversely affected. Page 32 We may require substantial additional funding to finance our operations, but adequate additional financing may not be available when we need it, on acceptable terms or at all.
Our international business is subject to both U.S. and foreign laws and regulations, including, without limitation, laws and regulations relating to export/import controls, economic sanctions, technology transfer restrictions, government contracts and procurement, data privacy and protection, anti-corruption (including the anti-bribery, books and records, and internal controls provisions of the U.S.
Our international business is subject to both U.S. and foreign laws and regulations, including, without limitation, laws and regulations relating to export/import controls, economic sanctions, technology transfer restrictions, government contracts and procurement, data Page 25 privacy and protection, anti-corruption (including the anti-bribery, books and records, and internal controls provisions of the U.S.
The interests of AEI and Bain Capital to encourage a company sale could conflict with the interests of holders of other outstanding capital stock, including our common stock. Provisions in our Certificate of Designation (the “Certificate of Designation”) may delay or prevent our acquisition by a third party, which could also reduce the market price of our capital stock.
The interests of AEI to encourage a company sale could conflict with the interests of holders of other outstanding capital stock, including our common stock. Provisions in our Certificate of Designation (the “Certificate of Designation”) may delay or prevent our acquisition by a third party, which could also reduce the market price of our capital stock.
Page 34 Risks Related to Being a Public Company We may not be able to remain in compliance with the continued listing requirements of the NYSE, and if the NYSE delists our common stock, it would have an adverse impact on the trading, liquidity and market price of our common stock.
Risks Related to Being a Public Company We may not be able to remain in compliance with the continued listing requirements of the NYSE, and if the NYSE delists our common stock, it would have an adverse impact on the trading, liquidity and market price of our common stock.
If for some reason our security clearance is invalidated or terminated, we may not be able to continue to perform on classified contracts and would not be able to enter into new classified contracts, which could materially adversely affect our business, financial condition, and results of operations.
If for some reason our security clearance is invalidated or terminated, we may not be able to continue to perform on Page 26 classified contracts and would not be able to enter into new classified contracts, which could materially adversely affect our business, financial condition, and results of operations.
Page 17 Adverse publicity stemming from any incident or perceived risk involving us, our customers, users of our products and services, other operators in the space sector or our competitors could have a material adverse effect on our business, financial condition and results of operations.
Adverse publicity stemming from any incident or perceived risk involving us, our customers, users of our products and services, other operators in the space sector or our competitors could have a material adverse effect on our business, financial condition and results of operations.
For some missions, we can elect to buy launch insurance, which can reduce our monetary losses from the Page 21 launch failure, but even in this case we will have losses associated with our inability to test our technology in space and delays with further technology development.
For some missions, we can elect to buy launch insurance, which can reduce our monetary losses from the Page 22 launch failure, but even in this case we will have losses associated with our inability to test our technology in space and delays with further technology development.
If any of certain fundamental changes were to occur, we or the surviving entity would be required to make an offer to repurchase, at the option and election of the holders thereof, for cash each share of Series A Convertible Preferred Stock then outstanding.
If any of certain fundamental changes were to occur, we or the surviving entity would be required to make an offer to repurchase, at the option and election of the holders thereof, for cash each share of Convertible Preferred Stock then outstanding.
We may be required to spend significant resources to monitor and protect our intellectual property rights, and the efforts we take to protect our proprietary rights may not be sufficient. We rely in part on trade secrets, proprietary know-how and other confidential information to maintain our competitive position.
We may be Page 31 required to spend significant resources to monitor and protect our intellectual property rights, and the efforts we take to protect our proprietary rights may not be sufficient. We rely in part on trade secrets, proprietary know-how and other confidential information to maintain our competitive position.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, Page 37 such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.
The insurance proceeds received in connection with a partial or total loss of the functional capacity of certain of our core offerings would not be sufficient to cover the replacement cost, if we choose to do so, of such offerings.
The insurance proceeds received in connection with a partial or total loss of the functional capacity of certain of our core Page 18 offerings would not be sufficient to cover the replacement cost, if we choose to do so, of such offerings.
Any production, operational or manufacturing delays or other unplanned changes to our ability to design, develop and manufacture or offer our core offerings could have a material adverse effect on our business, financial condition and results of operations.
Any production, operational or manufacturing delays or other unplanned changes to Page 16 our ability to design, develop and manufacture or offer our core offerings could have a material adverse effect on our business, financial condition and results of operations.
A variety of federal, state and foreign laws and regulations govern the collection, use, retention, storage, destruction, sharing and security of this information. Laws and regulations relating to privacy, data protection and consumer protection are evolving and subject to potentially differing Page 29 interpretations.
A variety of federal, state and foreign laws and regulations govern the collection, use, retention, storage, destruction, sharing and security of this information. Laws and regulations relating to privacy, data protection and consumer protection are evolving and subject to potentially differing interpretations.
We must be in a position to adjust our cost and expense structure to reflect prevailing market conditions and to continue to motivate and retain our key Page 18 employees. If we fail to respond, then our business could be seriously harmed.
We must be in a position to adjust our cost and expense structure to reflect prevailing market conditions and to continue to motivate and retain our key employees. If we fail to respond, then our business could be seriously harmed.
Unsatisfactory performance of our core offerings could have a material adverse effect on our business, financial condition and results of operation. We manufacture, design and engineer highly sophisticated core space infrastructure offerings that depend on complex technology.
Unsatisfactory performance of our core offerings could have a material adverse effect on our business, financial condition and results of operation. We manufacture, design and engineer highly sophisticated space and defense technology offerings that depend on complex technology.
Also, hostile third Page 19 parties or nation states may try to install malicious code or devices into our core offerings. Undetected errors may adversely affect our core offerings ease of use and may create customer satisfaction issues.
Also, hostile third parties or nation states may try to install malicious code or devices into our core offerings. Undetected errors may adversely affect our core offerings ease of use and may create customer satisfaction issues.
The sophistication of the threats continue to evolve and grow, including risks associated with the use of emerging technologies, such as artificial intelligence and quantum computing, for nefarious purposes. In addition to cybersecurity threats, we face threats to the security of our facilities and employees from terrorist acts, sabotage or other disruptions, any of which could adversely affect our business.
The sophistication of the threats continue to evolve and grow, including risks associated with the use of emerging technologies, such as AI and quantum computing, for nefarious purposes. In addition to cybersecurity threats, we face threats to the security of our facilities and employees from terrorist acts, sabotage or other disruptions, any of which could adversely affect our business.
Shares of Series A Convertible Preferred Stock vote as one class with our common stock, on an as-converted basis. Therefore, the issuance and sale of Series A Convertible Preferred Stock resulted in the immediate and substantial dilution to the ownership interests of the holders of our common stock.
Shares of Convertible Preferred Stock vote as one class with our common stock, on an as-converted basis. Therefore, the issuance and sale of Convertible Preferred Stock resulted in the immediate and substantial dilution to the ownership interests of the holders of our common stock.
In addition, there can be no assurance that the Page 15 market for our core offerings will develop or continue to expand or that we will be successful in newly identified markets as we currently anticipate.
In addition, there can be no assurance that the market for our core offerings will develop or continue to expand or that we will be successful in newly identified markets as we currently anticipate.
Department of Commerce’s Bureau of Industry and Security (“BIS”), and economic sanctions administered by the Treasury Department’s Office of Foreign Assets Control (“OFAC”). Similar laws that impact our business exist in other jurisdictions.
Department of Commerce’s Bureau of Industry and Security, and economic sanctions administered by the Treasury Department’s Office of Foreign Assets Control. Similar laws that impact our business exist in other jurisdictions.
Page 30 Certain U.S. state tax authorities may assert that we have a state nexus and seek to impose state and local income taxes, which could harm our results of operations.
Certain U.S. state tax authorities may assert that we have a state nexus and seek to impose state and local income taxes, which could harm our results of operations.
A significant portion of our business relates to designing, developing, engineering and manufacturing our core space infrastructure offerings. New technologies may be untested or unproven. Failure of some of these offerings could result in extensive property damage. Accordingly, we may incur liabilities that are unique to our core offerings.
A significant portion of our business relates to designing, developing, engineering and manufacturing our space and defense technology offerings. New technologies may be untested or unproven. Failure of some of these offerings could result in extensive property damage. Accordingly, we may incur liabilities that are unique to our core offerings.
However, our current liquidity may not be sufficient to meet the required long-term liquidity needs, in addition to our other liquidity needs associated with our capital expenditures, debt payments, and other investing and financing requirements. In the future, we could be required to raise capital through additional public or private financing or other arrangements.
However, our current liquidity may not be sufficient to meet the required long-term liquidity needs, in addition to our other liquidity needs associated with our business strategies, capital expenditures, debt payments, and other corporate needs and investing and financing requirements. In the future, we could be required to raise capital through additional public or private financing or other arrangements.
Our general business strategy, including our ability to access existing debt under the terms of our Adams Street Credit Agreement, may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions.
Our general business strategy, including our ability to access existing debt under the terms of our Adams Street and JPMorgan credit agreements, may be adversely affected by any such economic downturn, liquidity shortages, volatile business environment or continued unpredictable and unstable market conditions.
Any delays in the development, design, engineering and manufacturing of our core offerings may adversely impact our business, financial condition and results of operations. We have previously experienced, and may experience in the future, delays or other complications in the design, manufacture, production, delivery and servicing ramp of our core space infrastructure offerings.
Any delays in the development, design, engineering and manufacturing of our core offerings may adversely impact our business, financial condition and results of operations. We have previously experienced, and may experience in the future, delays or other complications in the design, manufacture, production, delivery and servicing ramp of our space and defense technology offerings.
DoD and certain other agencies of the U.S. government. As a cleared entity, we must comply with the requirements of NISPOM, and any other applicable U.S. government industrial security regulations.
DoW and certain other agencies of the U.S. government. As a cleared entity, we must comply with the requirements of NISPOM, and any other applicable U.S. government industrial security regulations.
Further, any such research and development efforts could distract management from current operations, and would divert capital and other resources from our more established offerings and technologies.
Further, any such research and development efforts could distract management from current Page 21 operations, and would divert capital and other resources from our more established offerings and technologies.
The $130.6 million in U.S. federal net operating loss carryforwards may be carried forward indefinitely for U.S. federal tax purposes. Certain state and foreign net operating loss carryforwards will begin to expire in 2039. It is possible that the Company will not generate sufficient taxable income to use these NOLs before their expiration or at all.
The $54.1 million in U.S. federal net operating loss carryforwards may be carried forward indefinitely for U.S. federal tax purposes. Certain state and foreign net operating loss carryforwards will begin to expire in 2039. It is possible that the Company will not generate sufficient taxable income to use these NOLs before their expiration or at all.
Although we are focused on achieving profitability, there are no assurances we will be able to meet our goals or be able to sustain profitability in future periods.
Although we are focused on achieving profitability, there are no assurances we will be able to meet our goals or be able to achieve and sustain profitability in future periods.
The issuance and sale of shares of our Series A Convertible Preferred Stock has reduced the relative voting power of holders of our common stock and diluted the ownership of holders of our capital stock.
The Edge Acquisition and the issuance and sale of shares of our Series A Convertible Preferred Stock has reduced the relative voting power of holders of our common stock and diluted the ownership of holders of our capital stock.
Our Series A Convertible Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of holders of our other outstanding capital stock.
Our Convertible Preferred Stock has rights, preferences and privileges that are not held by, and are preferential to, the rights of holders of our other outstanding capital stock.
Additionally, significant fluctuations in our operating results for a particular quarter could cause us to fall out of compliance with the financial covenants related to our debt, which if not waived, could restrict our access to capital and cause us to take extreme measures to pay down the debt, if any, under the Adams Street Credit Agreement.
Additionally, significant fluctuations in our operating results for a particular quarter could cause us to fall out of compliance with the financial covenants related to our debt, which if not waived, could restrict our access to capital and cause us to take extreme measures to pay down the debt, if any, under the Adams Street or JPMorgan credit agreements.
In addition, there are certain parts, components and services for many of our core space infrastructure offerings that we source from other manufacturers or vendors. Some of our suppliers, from time to time, experience financial and operational difficulties, which may impact their ability to supply the materials, components, subsystems and services that we require.
In addition, there are certain parts, components and services for many of our space and defense technology offerings that we source from other manufacturers or vendors. Some of our suppliers, from time to time, experience financial and operational difficulties, which may impact their ability to supply the materials, components, subsystems and services that we require.
If our core space infrastructure offerings and related equipment have shorter useful lives than we currently anticipate, this may lead to delays in increasing the rate of our follow-on work and new business, which would have a material adverse effect on our business, financial condition and results of operations.
If our space and defense technology offerings and related equipment have shorter useful lives than we currently anticipate, this may lead to delays in increasing the rate of our follow-on work and new business, which would have a material adverse effect on our business, financial condition and results of operations.
We also must rely on our supply chain for adequately detecting and reporting cyber incidents, which could affect our ability to report or respond to cybersecurity incidents effectively or in a timely manner. We use proprietary software which we have developed in our core space infrastructure offerings, which we seek to continually update and improve.
We also must rely on our supply chain for adequately detecting and reporting cyber incidents, which could affect our ability to report or respond to cybersecurity incidents effectively or in a timely manner. We use proprietary software which we have developed in our space and defense technology offerings, which we seek to continually update and improve.
These or any further political or governmental developments or health concerns could result in social, economic and labor instability. Any inability to develop alternative sources of supply on a cost-effective and timely basis could materially impair our ability to manufacture and deliver our core space infrastructure offerings to our customers.
These or any further political or governmental developments or health concerns could result in social, economic and labor instability. Any inability to develop alternative sources of supply on a cost-effective and timely basis could materially impair our ability to manufacture and deliver our space and defense technology offerings to our customers.
For example, contracts awarded under the DoD’s Other Transaction Authority for research and prototypes generally require cost-sharing and may not follow, or may follow only in part, standard U.S. government contracting practices and terms, such as the Federal Acquisition Regulation (“FAR”) and Cost Accounting Standards.
For example, contracts awarded under the DoW’s Other Transaction Authority for research and prototypes generally Page 27 require cost-sharing and may not follow, or may follow only in part, standard U.S. government contracting practices and terms, such as the Federal Acquisition Regulation (“FAR”) and Cost Accounting Standards.
Our ability to grow our business depends on the successful development and continued refinement of many of our proprietary technologies, products, and service offerings, which are subject to many uncertainties, some of which are beyond our control. The market for our core space infrastructure offerings is characterized by rapid change and technological improvements.
Our ability to grow our business depends on the successful development and continued refinement of many of our proprietary technologies, products, and service offerings, which are subject to many uncertainties, some of which are beyond our control. The market for our space and defense technology offerings is characterized by rapid change and technological improvements.
Heightened levels of inflation and the potential worsening of macro-economic conditions, including slower growth or recession, changes to fiscal and monetary policy, tighter credit, higher interest rates and currency fluctuations, present a risk for us, our suppliers and the stability of our suppliers.
Heightened levels of inflation, market volatility and the potential worsening of macro-economic conditions, including slower growth or recession, changes to fiscal and monetary policy, high unemployment, tighter credit, higher interest rates and currency fluctuations, present a risk for us, our suppliers and the stability of our suppliers.
This software supports spacecraft and constellation developers in the design, development, deployment, management, maintenance and cyber protection of their space assets. Replacing such systems is often time-consuming and expensive and can also be intrusive to daily business operations.
This software supports UAS, autonomous technology, spacecraft and constellation developers in the design, development, deployment, management, maintenance and cyber protection of their assets. Replacing such systems is often time-consuming and expensive and can also be intrusive to daily business operations.
As a result of the voting rights of the Series A Convertible Stock and the degree of concentration of voting power (and the potential for such power to increase upon the purchase of additional stock and/or the payment of PIK Dividends), AEI and Bain Capital have the ability to significantly influence the outcome of any matter submitted for the vote of the holders of our common stock, and as a result, your ability to elect members of our Board of Directors (“Board”) and influence our business and affairs, including any determinations with respect to mergers or other business combinations, the acquisition or disposition of assets, or the issuance of any additional common stock or other equity securities, is diminished.
As a result of the voting rights of the Convertible Stock and the degree of concentration of voting power (and the potential for such power to increase upon the purchase of additional stock and/or the payment of PIK Dividends), AEI has the ability to significantly influence the outcome of any matter submitted for the vote of the holders of our common stock, and as a result, your ability to elect members of our Board and influence our business and affairs, including any determinations with respect to mergers or other business combinations, the acquisition or disposition of assets, or the issuance of any additional common stock or other equity securities, is diminished.
We have derived, and we expect to continue to derive, a substantial portion of our revenues from providing innovative products included in our core space infrastructure offerings that are based upon today’s leading technologies and that are capable of adapting to future technologies.
We have derived, and we expect to continue to derive, a substantial portion of our revenues from providing innovative products included in our space and defense technology offerings that are based upon today’s leading technologies and that are capable of adapting to future technologies.
Page 32 We have the option to issue dividends payable on the Series A Convertible Preferred Stock by issuing additional shares of Series A Convertible Preferred Stock in satisfaction of such dividend (“PIK Dividend”) and in the future may satisfy any such dividends payable with respect to the Series A Convertible Preferred Stock as PIK Dividends.
We have the option to issue dividends payable on the Convertible Preferred Stock by issuing additional shares of Convertible Preferred Stock in satisfaction of such dividend (“PIK Dividend”) and in the future may satisfy any such dividends payable with respect to the Convertible Preferred Stock as PIK Dividends.
We rely on a limited number of suppliers for certain raw materials and supplied components.
Page 19 We rely on a limited number of suppliers for certain raw materials and supplied components.
Relatedly, if such technologies become viable offerings in the future, we may be subject to competition from our competitors within Page 20 the space-infrastructure industry, some of which may have substantially greater monetary and knowledge resources than we have and expect to have in the future to devote to the development of these technologies.
Relatedly, if such technologies become viable offerings in the future, we may be subject to competition from our competitors within the space-infrastructure and UAS industries, some of which may have substantially greater monetary and knowledge resources than we have and expect to have in the future to devote to the development of these technologies.
Revenues from our two largest customers were approximately 10% and 35% of our total revenues for the year ended December 31, 2024. The revenue attributable to our top customers has fluctuated in the past and may fluctuate in the future, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.
Revenues from our two largest customers were approximately 19% and 20% of our total revenues for the year ended December 31, 2025. The revenue attributable to our top customers has fluctuated in the past and may fluctuate in the future, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and prospects.
Page 13 Risks Relating to the Company’s Business and Industry Our results could be affected by continued economic uncertainty, an economic slowdown or a recession.
Risks Relating to the Company’s Business and Industry Our results could be affected by economic uncertainty, an economic slowdown or a recession.
For example, commercial space launches and the operation of any space transport system in the U.S. require licenses and permits from the FCC and review by other agencies of the U.S. government, including the DoD and NASA.
For example, commercial space launches and the operation of any space transport system in the U.S. require licenses and permits from the FCC and review by other agencies of Page 29 the U.S. government, including the DoW and NASA.
Although we believe aerospace spending is more resilient to adverse macro-economic conditions than many other industrial sectors, our suppliers and other partners, many of which are more exposed to commercial markets, may be adversely impacted by an economic downturn, which could affect their performance and adversely impact our operations.
Although we believe spending in the space and defense industry is more resilient to adverse macro-economic conditions than many other industrial sectors, our suppliers and other partners, many of which are more exposed to commercial markets, may be adversely impacted by an economic downturn, which could affect their performance and adversely impact our operations.
Any acquisitions, partnerships or joint ventures into which we enter could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
Any acquisitions, partnerships or joint ventures into which we enter, including our acquisition of Edge Autonomy, could disrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
We may not be able to obtain sufficient supplies of raw materials or supplied components on favorable terms or at all, which could result in delays in the manufacture of our core space infrastructure offerings or increased costs.
We may not be able to obtain sufficient supplies of raw materials or supplied components on favorable terms or at all, which could result in delays in the manufacture of our space and defense technology offerings or increased costs.
Further, from and after the seventh anniversary of the issuance of the Series A Convertible Preferred Stock, for so long as each of AEI and Bain Capital has record and beneficial ownership, in the aggregate and on an as-converted basis, at least equal to 50% of the number of shares of common stock issued to such investor, on an as-converted basis, as of the date of such issuance, AEI or Bain Capital, as applicable, individually has the right to cause the Company to retain an investment banker to identify and advise the Company regarding opportunities for a company sale and participate on Company’s behalf in negotiations for, and to assist the Company in conducting, such company sale.
Further, from and after the seventh anniversary of the issuance of the Convertible Preferred Stock, for so long as AEI has record and beneficial ownership, in the aggregate and on an as-converted basis, at least equal to 50% of the number of shares of common stock issued to them, on an as-converted basis, as of the date of such issuance, AEI has the right to cause the Company to retain an investment banker to identify and advise the Company regarding opportunities for a company sale and participate on Company’s behalf in negotiations for, and to assist the Company in conducting, such company sale.
As such, if economic conditions worsen or a recession occurs, our business, operations and financial results could be materially adversely affected. As it relates to our international operations in Europe, the Company has foreign currency translation exposure between the euro and U.S. dollar as our results are expressed in U.S. dollars.
As such, if economic conditions worsen or a recession occurs, our business, operations and financial results could be materially adversely affected. As it relates to our international operations in Europe, the Company has foreign currency translation exposure between the euro and U.S. dollar as our results are expressed in U.S. dollars, which may impact our revenues, expenses and cash flows.
As of December 31, 2024, our contracted backlog consisted of $296.7 million in customer contracts. However, many of these contracts are cancellable by customers for convenience. In the event of a cancellation for convenience, we are generally entitled to be compensated for the work performed up to the date of cancellation.
As of December 31, 2025, our contracted backlog consisted of $411.2 million in customer contracts. However, many of these contracts are cancellable by customers for convenience. In the event of a cancellation for convenience, we are generally entitled to be compensated for the work performed up to the date of cancellation.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe utilize third-party tools to protect Redwire data and implemented the security and data protection technologies. The Company utilizes the industry leading endpoint protection tool recognized by Gartner. We employ threat protection firewalls at our facilities and perform network and vulnerability monitoring with industry leading tools.
Biggest changeWe employ threat protection firewalls at our facilities and perform network and vulnerability monitoring with industry leading tools. We utilize third-party tools to protect Redwire data and have implemented security and data protection technologies. We also work with trusted and leading third parties to help us assess and strengthen our information security program.
The CISO manages a team of cybersecurity professionals with broad experience and expertise, and have an average of over 15 years in various roles involving information technology, including security and compliance.
The CISO manages a team of cybersecurity professionals with broad experience and expertise, and have an average of over 15 years of experience in various roles involving information technology, including security and compliance.
Our cybersecurity policies and frameworks are based on industry and governmental standards to align closely with DoD requirements, instructions and guidance. The Company has adopted the National Institute of Standards and Technology (“NIST”) Special Procedure (SP) 800-171, NIST Cybersecurity Framework and Zero Trust Framework. The NIST SP 800-171 is to ensure compliance for protecting controlled unclassified information for U.S.
Our cybersecurity policies and frameworks are based on industry and governmental standards to align closely with DoW requirements, instructions and guidance. The Company has adopted the National Institute of Standards and Technology (“NIST”) Special Procedure (SP) 800-171, NIST Cybersecurity Framework and Zero Trust Framework. The NIST SP 800-171 is to ensure compliance for protecting controlled unclassified information for U.S.
Comprised of Company officers who serve across several functions, the incident response team includes the Company’s CISO, CIO, General Counsel, CFO, Chief Accounting Officer, Cybersecurity Manager and cybersecurity professionals or other employees from the Company’s information technology, finance, compliance and human resources functions support the incident response team, including with respect to diagnosing and mitigating cybersecurity events.
Comprised of Company officers who serve across several functions, the incident response team includes the Company’s CISO, CIO, General Counsel, CFO, Cybersecurity Director and cybersecurity professionals or other employees from the Company’s information technology, finance, compliance and human resources functions support the incident response team, including with respect to diagnosing and mitigating cybersecurity events.
Our CISO has over 35 years in various information technology roles, including experience with three other public companies and is a certified information systems security professional (“CISSP”) and DoD information systems security manager.
Our CIO was a cyber defense, operations and communications officer as a U.S. Navy information professional with over 20 years of experience. Our CISO has over 35 years in various information technology roles, including experience with three other public companies and is a certified information systems security professional (“CISSP”) and DoW information systems security manager.
We use a variety of inputs in such risk assessments, including information supplied by providers and third parties. In addition, we require our providers to meet appropriate security requirements, controls and responsibilities and investigate security incidents that have impacted our third-party providers, as appropriate.
In addition, we require our providers to meet appropriate security requirements, controls and responsibilities and investigate security incidents that have impacted our third-party providers, as appropriate.
We also work with trusted and leading third parties to help us assess and strengthen our information security program. We engage third-party services to conduct evaluations of our security controls, whether through penetration testing, independent audits or consulting on best practices to address new challenges. These evaluations include testing both the design and operational effectiveness of security controls.
We engage third-party services to conduct evaluations of our security controls, whether through penetration testing, independent audits or consulting on best practices to address new challenges. These evaluations include testing both the design and operational effectiveness of security controls. We have implemented controls designed to identify and mitigate cybersecurity threats associated with our use of third-party service providers.
The CISO is responsible for our Company’s information security strategy, policy, security engineering, operations and cyber threat detection and response. Our current CIO and CISO have extensive information technology, cybersecurity and project management experience. Our CIO is a cyber defense, operations and communications officer as a U.S. Navy information professional.
The Chief Information Security Officer (“CISO”) reports to the CIO and has direct access to the CEO regarding cybersecurity matters. The CISO is responsible for our Company’s information security strategy, policy, security engineering, operations and cyber threat detection and response. Our current CIO and CISO have extensive information technology, cybersecurity and project management experience.
These cybersecurity threats and related risks make it imperative that we strive to be a leader in the information security field, and we expend considerable resources on cybersecurity.
These cybersecurity threats and related risks make it imperative that we strive to be a leader in the information security field, and we expend considerable resources on cybersecurity. Our corporate information technology department, which maintains our cybersecurity function, is led by our Chief Information Officer (“CIO”), who reports to our Chief Executive Officer (“CEO”).
Government projects as contractually required. The NIST Cybersecurity Framework models the best practices for security and the capabilities needed to identify, protect, detect and respond to cybersecurity risks and events, while the Zero Trust Framework addresses security challenges. The Company is pursuing the U.S. DoD Cybersecurity Maturity Model Certification (CMMC) in 2025.
Government projects as contractually required. The NIST Cybersecurity Page 39 Framework models the best practices for security and the capabilities needed to identify, protect, detect and respond to cybersecurity risks and events, while the Zero Trust Framework addresses security challenges. The majority of the Company’s wholly owned subsidiaries are certified as Level 2 compliant under the U.S.
We have implemented controls designed to identify and mitigate cybersecurity threats associated with our use of third-party service providers. Such providers are subject to security risk assessments at the time of onboarding, contract renewal, and upon detection of an Page 38 increase in risk profile.
Such providers are subject to security risk assessments at the time of onboarding, contract renewal, and upon detection of an increase in risk profile. We use a variety of inputs in such risk assessments, including information supplied by providers and third parties.
We evaluate our physical, electronic and administrative safeguards on a continuous basis to ensure they are effectively deployed across the business. The Company has implemented cybersecurity tools to enable a Zero Trust Network Access that includes an Internet Intrusion detection and response combined with an always-on virtual private network solution to reduce our external exposure.
DoW Cybersecurity Maturity Model Certification (CMMC). We evaluate our physical, electronic and administrative safeguards on a continuous basis to ensure they are effectively deployed across the business.
Removed
Our corporate information technology department, which maintains our cybersecurity function, is led by our Chief Information Officer (“CIO”), who reports to our Chief Financial Officer (“CFO”) and has direct access to the CEO regarding information technology and cybersecurity related matters. The Chief Information Security Officer (“CISO”) reports to the CIO and has direct access to the CEO regarding cybersecurity matters.
Added
The Company has implemented multiple industry-leading cybersecurity tools as recognized by Gartner including: a Zero Trust Network Access that includes an Internet Intrusion detection and response combined with an always-on virtual private network solution to reduce our external exposure; Endpoint Detection & Response tools for endpoint protection; Security Incident & Event Management tool enabling collaborative information sharing across all tools to alert on incidents; and Unified Endpoint Management for inventory vulnerability management, real-time visibility and control.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeHowever, as we continue to grow, we plan to continue and even accelerate the pace of leasehold improvements so that our facility capacity is not a limiting factor on our growth. Expansion and reconfiguration of our existing facilities are also being studied to support further growth and cost optimization in the future.
Biggest changeOur current facilities have supported the development of technology that is transforming the space industry, and the current footprint is sufficient to support near-term growth. However, as we continue to grow, we plan to continue and even accelerate the pace of leasehold improvements so that our facility capacity is not a limiting factor on our growth.
We lease all of our properties. The majority of leases are for varying term lengths up to nine years. Our locations range in size from approximately 2,400 to 52,800 square feet. Our headquarters is located in Jacksonville, Florida, in proximity to major NASA and other space offices and operations.
We lease all of our properties. The majority of leases are for varying term lengths up to fifteen years. Our locations range in size from approximately 1,200 to 158,600 square feet. Our headquarters is located in Jacksonville, Florida, in proximity to major NASA and other space offices and operations.
Item 2. Properties We operate from 14 locations in the United States and 3 locations in Europe consisting of offices, warehouses, service centers, laboratories and other facilities approximating 393,000 square feet as of December 31, 2024. The Company also retains use of additional storage and administrative space as needed to support operations, which are not included in the table below.
Item 2. Properties We operate from 23 locations in North America and 5 locations in Europe consisting of offices, warehouses, service centers, laboratories and other facilities approximating 910,000 square feet as of December 31, 2025. The Company also retains use of additional storage and administrative space as needed to support operations, which are not included in the table below.
In North America we have four facilities in California and Colorado, respectively, two facilities in Florida, and one facility in Indiana, Massachusetts, New Mexico and Virginia, respectively. In Europe, we have one facility in Luxembourg, Belgium and Poland, respectively.
In North America we have five facilities in California, four facilities in Colorado, two facilities in Florida, Indiana, New Mexico, Michigan and Virginia, respectively, and one facility in Alabama, Massachusetts, Oregon and Ontario, respectively. In Europe, we have one facility in Latvia, Luxembourg, Poland, Ukraine and Belgium, respectively.
Each of these facilities is strategically located near major national security or civil space community facilities, key customer facilities, commercial space centers and/or prestigious engineering talent pools. Page 39 We believe that our properties are in good operating condition and believe the productive capacity of our properties is adequate to meet current contractual requirements and those for the foreseeable future.
Page 40 We believe that our properties are in good operating condition and believe the productive capacity of our properties is adequate to meet current contractual requirements and those for the foreseeable future. We may improve, replace or reduce facilities as considered appropriate to meet the needs of our operations.
Removed
We may improve, replace or reduce facilities as considered appropriate to meet the needs of our operations. Our current facilities have supported the development of technology that is transforming the space industry, and the current footprint is sufficient to support near-term growth.
Added
Subsequent to December 31, 2025, we only have one facility in Indiana and Michigan, respectively. Each of these facilities is strategically located near major national security or civil space community facilities, key customer facilities, commercial space centers and/or prestigious engineering talent pools.
Added
Expansion and reconfiguration of our existing facilities are also being studied to support further growth and cost optimization in the future.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeFor further information on the risks associated with existing and future investigations, lawsuits, arbitration, claims, enforcement actions and other legal proceedings, please refer to Item 1A. “Risk Factors.” Item 4. Mine Safety Disclosures Not Applicable. Page 40 PART II
Biggest changeFor further information on the risks associated with existing and future investigations, lawsuits, arbitration, claims, enforcement actions and other legal proceedings, please refer to Item 1A. “Risk Factors.” Item 4. Mine Safety Disclosures Not Applicable. Page 41 PART II
Excluding pending matters referenced below, the outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s consolidated financial statements. For additional information on pending matters, please refer to Note N – Commitments and Contingencies of the accompanying notes to the consolidated financial statements.
Excluding pending matters referenced below, the outcome of these matters, individually and in the aggregate, is not expected to have a material impact on the Company’s consolidated financial statements. For additional information on pending matters, please refer to Note M – Commitments and Contingencies of the accompanying notes to the consolidated financial statements.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHolders As of March 7, 2025, there were 23 holders of our common stock and 6 holders of our warrants of record. These numbers do not include an estimate of the indeterminate number of beneficial holders whose shares and warrants may be held by brokerage firms and clearing agencies.
Biggest changeThese numbers do not include an estimate of the indeterminate number of beneficial holders whose shares and warrants may be held by brokerage firms and clearing agencies. Dividends We have never declared dividends on our common stock and we do not anticipate paying cash dividends in the foreseeable future.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings On May 1, 2024 and November 1, 2024, in accordance with the Convertible Preferred Stock Certificate of Designation, the Company issued 7,022.45 and 7,736.65 shares, respectively, of Series A Convertible Preferred Stock to holders of record as of April 15, 2024 and October 15, 2024, respectively, as a dividend paid-in-kind on the Convertible Preferred Stock.
Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings During 2025, in accordance with the Convertible Preferred Stock Certificate of Designation, the Company issued 8,068.27 and 3,311.52 shares of Convertible Preferred Stock to holders of record as of April 15, 2025 and October 15, 2025, respectively, as a dividend paid-in-kind on the Convertible Preferred Stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock and public warrants are listed on the New York Stock Exchange and trade under the symbols “RDW” and “RDW WS”, respectively.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on the NYSE and trades under the symbol “RDW”. As of February 23, 2026, there were 191,975,804 shares of common stock outstanding. Holders As of February 23, 2026, there were 15 holders of our common stock.
Removed
Each public warrant entitles the registered holder to purchase one share of our common stock at a price of $11.50 per share, subject to certain adjustments. As of March 7, 2025, there were 75,573,294 shares of common stock outstanding and 2,492,450 public warrants outstanding.
Removed
Dividends We have never declared dividends on our common stock and we do not anticipate paying cash dividends in the foreseeable future.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeResults of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023: Year Ended $ Change from prior year period % Change from prior year period (in thousands, except percentages) December 31, 2024 % of revenues December 31, 2023 % of revenues Revenues $ 304,101 100 % $ 243,800 100 % $ 60,301 25 % Cost of sales 259,646 85 185,831 76 73,815 40 Gross profit 44,455 15 57,969 24 (13,514) (23) Operating expenses: Selling, general and administrative expenses 71,398 23 68,525 28 2,873 4 Transaction expenses 9,129 3 13 — 9,116 70,123 Research and development 6,128 2 4,979 2 1,149 23 Operating income (loss) (42,200) (14) (15,548) (6) (26,652) 171 Interest expense, net 13,483 4 10,699 4 2,784 26 Other (income) expense, net 60,648 20 1,503 1 59,145 3,935 Income (loss) before income taxes (116,331) (38) (27,750) (11) (88,581) 319 Income tax expense (benefit) (2,020) (1) (486) — (1,534) 316 Net income (loss) (114,311) (38) (27,264) (11) (87,047) 319 Net income (loss) attributable to noncontrolling interests 4 — (1) — 5 (500) Net income (loss) attributable to Redwire Corporation $ (114,315) (38) % $ (27,263) (11) % $ (87,052) 319 % Revenues Revenues increased by $60.3 million, or 25%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Biggest changePage 45 Table of Contents Results of operations for the year ended December 31, 2025 compared to the year ended December 31, 2024: Year Ended $ Change from prior year period % Change from prior year period (in thousands, except percentages) December 31, 2025 % of revenues December 31, 2024 % of revenues Revenues $ 335,381 100 % $ 304,101 100 % $ 31,280 10 % Cost of sales 318,096 95 259,646 85 58,450 23 Gross profit 17,285 5 44,455 15 (27,170) (61) Operating expenses: Selling, general and administrative expenses 171,280 51 71,398 23 99,882 140 Transaction expenses 21,236 6 9,129 3 12,107 133 Impairment expense 34,685 10 — — 34,685 100 Research and development 19,761 6 6,128 2 13,633 222 Operating income (loss) (229,677) (68) (42,200) (14) (187,477) 444 Interest expense, net 39,704 12 13,483 4 26,221 194 Loss on extinguishment of debt 996 — — — 996 100 Other (income) expense, net (18,811) (6) 60,648 20 (79,459) (131) Income (loss) before income taxes (251,566) (75) (116,331) (38) (135,235) 116 Income tax expense (benefit) (25,014) (7) (2,020) (1) (22,994) 1138 Net income (loss) (226,552) (68) (114,311) (38) (112,241) 98 Net income (loss) attributable to noncontrolling interests — — 4 — (4) (100) Net income (loss) attributable to Redwire Corporation $ (226,552) (68) % $ (114,315) (38) % $ (112,237) 98 % Revenues Revenues increased by $31.3 million, or 10%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024.
We use Adjusted EBITDA to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources which are not calculated in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and are considered to be Non-GAAP financial performance measures.
Supplemental Non-GAAP Information We use Adjusted EBITDA to evaluate our operating performance, generate future operating plans, and make strategic decisions, including those relating to operating expenses and the allocation of internal resources which are not calculated in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and are considered to be Non-GAAP financial performance measures.
“Risk Factors” and the "Cautionary Note Regarding Forward-Looking Statements” sections of this Annual Report on Form 10-K. Unless the context otherwise requires, all references in this section to the “Company,” “Redwire,” “we,” “us” or “our” refer to Redwire Corporation and its consolidated subsidiaries.
“Risk Factors” and the “Cautionary Note Regarding Forward-Looking Statements” sections of this Annual Report on Form 10-K. Unless the context otherwise requires, all references in this section to the “Company,” “Redwire,” “we,” “us” or “our” refer to Redwire Corporation and its consolidated subsidiaries.
We believe our existing sources of liquidity will be sufficient to meet our working capital needs and comply with our debt covenants for at least the next twelve months from the date on which our consolidated financial statements were issued.
We believe our existing sources of liquidity will be sufficient to meet our working capital needs and debt service obligations and to comply with our debt covenants for at least the next twelve months from the date on which our consolidated financial statements were issued.
Indebtedness Please refer to Note J – Debt of the accompanying notes to the consolidated financial statements for additional information related to the Company’s debt obligations. Off-Balance Sheet Arrangements From time to time, we are a party to certain off-balance sheet arrangements, such as standby letters of credit.
Indebtedness Please refer to Note I – Debt of the accompanying notes to the consolidated financial statements for additional information related to the Company’s debt obligations. Off-Balance Sheet Arrangements From time to time, we are a party to certain off-balance sheet arrangements, such as standby letters of credit.
The cash flows employed in the DCF analysis are based on the Company best estimate of future revenues, gross margins, operating expenses, and cash flows with consideration for other factors, such as general market conditions, U.S. and foreign government budgets, existing contracted and uncontracted backlog, subcontractor agreements, changes in working capital, long-term business plans and historical operating performance.
The cash flows employed in the DCF analysis are based on the Company best estimate of future revenues, gross margins, operating expenses, and Page 55 Table of Contents cash flows with consideration for other factors, such as general market conditions, U.S. and foreign government budgets, existing contracted and uncontracted backlog, subcontractor agreements, changes in working capital, long-term business plans and historical operating performance.
Net EAC adjustments can have a significant effect on reported revenues and gross profit and the table below presents the aggregate amounts for the following periods: Year Ended (dollars in thousands) December 31, 2024 December 31, 2023 Gross favorable $ 12,062 $ 11,805 Gross unfavorable (29,758) (15,327) Total net EAC adjustments $ (17,696) $ (3,522) The Company evaluates the contract value and cost estimates at completion for performance obligations no less frequently than quarterly, and more frequently when circumstances significantly change.
Net EAC adjustments can have a significant effect on reported revenues and gross profit and the table below presents the aggregate amounts for the following periods: Year Ended (dollars in thousands) December 31, 2025 December 31, 2024 December 31, 2023 Gross favorable $ 12,552 $ 12,062 $ 11,805 Gross unfavorable (67,005) (29,758) (15,327) Total net EAC adjustments $ (54,453) $ (17,696) $ (3,522) The Company evaluates the contract value and cost estimates at completion for performance obligations no less frequently than quarterly, and more frequently when circumstances significantly change.
Redwire adjusted the private warrant liability to reflect changes in fair value recognized as a gain or loss during the respective periods. Key Performance Indicators The following Key Performance Indicators (“KPIs”) are used by Management to assess the financial performance of the Company, monitor relevant trends and support financial, operational and strategic decision-making.
Redwire adjusted the private warrant liability to reflect changes in fair value recognized as a gain or loss during the respective Page 50 Table of Contents periods. Key Performance Indicators The following Key Performance Indicators (“KPIs”) are used by Management to assess the financial performance of the Company, monitor relevant trends and support financial, operational and strategic decision-making.
Our primary requirements for liquidity and capital are for the Company’s material cash requirements, including working capital needs, satisfaction of our indebtedness and contractual commitments, investment in expanding our breadth and footprint through acquisitions as well as investment in facilities, equipment, technologies, and research and development for our growth initiatives and general corporate needs.
Our primary requirements for liquidity and capital are for the Company’s material cash requirements, including working capital needs, satisfaction of our indebtedness and contractual commitments, investment in expanding our breadth and footprint through acquisitions Page 52 Table of Contents as well as investment in facilities, equipment, technologies, and research and development for our growth initiatives and general corporate needs.
Results of Operations We manage and assess our business based on performance on contracts, which are typically long-term and involves the design, development and manufacturing of our core offerings and related activities with varying delivery schedules. Therefore, the results of operations for a particular year, or year-over-year comparison may not be indicative of future operating results.
Results of Operations We manage and assess our business based on performance on short- and long-term duration contracts, which involves the design, development and manufacturing of our offerings and related activities with varying delivery schedules. Therefore, the results of operations for a particular year, or year-over-year comparison may not be indicative of future operating results.
If the Company changes the method by which it calculates or presents a KPI, prior period disclosures are recast to conform to current presentation.
If the Company changes the method by which it calculates or presents a KPI, prior period disclosures would be recast to conform to current presentation.
Redwire incurred capital market and advisory fees related to advisors assisting with transitional activities associated with becoming a public company, such as implementation of internal controls over financial reporting, and the internalization of corporate services, including, but not limited to, implementing enhanced enterprise resource planning systems. v.
Redwire incurred capital market and advisory fees related to advisors assisting with transitional activities associated with becoming a public company, such as the implementation of internal controls over financial reporting, and the internalization of corporate services, including, but not limited to, implementing enhanced enterprise resource planning systems. v. Redwire incurred a loss on the disposal of long-lived assets. vi.
Changes in estimates are retrospectively applied and when adjustments in estimated contract costs are identified, such revisions may result in current period adjustments to earnings applicable to performance in prior periods.
Changes in estimates are retrospectively applied and when adjustments in estimated contract costs are identified, such revisions may result in current period adjustments to earnings applicable to Page 56 Table of Contents performance in prior periods.
Substantially all of our contracts are accounted for under the percentage-of-completion cost-to-cost method. As a result, revenues on contracts are recorded over time based on progress towards completion for a particular contract, including the estimate of the profit to be earned at completion.
Substantially all of our contracts in the Space segment and a portion of our contracts in the Defense Tech segment are accounted for under the percentage-of-completion cost-to-cost method. As a result, revenues on contracts are recorded over time based on progress towards completion for a particular contract, including the estimate of the profit to be earned at completion.
Adjusted EBITDA is defined as net income (loss) adjusted for interest expense, net, income tax expense (benefit), depreciation and amortization, impairment expense, transaction expenses, acquisition integration costs, acquisition earnout costs, purchase accounting fair value adjustment related to deferred revenue, severance costs, capital market and advisory fees, litigation-related expenses, write-off of long-lived assets, equity-based compensation, committed equity facility transaction costs, debt financing costs, gains on sale of joint ventures, and warrant liability change in fair value adjustments.
Adjusted EBITDA is defined as net income (loss) adjusted for interest expense, net, income tax expense (benefit), depreciation and amortization, impairment expense, transaction expenses, acquisition integration costs, acquisition earnout costs, purchase accounting fair value adjustment related to deferred revenue and inventory, severance costs, capital market and advisory fees, disposal of long- Page 49 Table of Contents lived assets, litigation-related expenses, equity-based compensation, committed equity facility transaction costs, debt financing costs and extinguishment losses, gains on sale of joint ventures, net of costs incurred, and warrant liability change in fair value adjustment.
Page 42 Table of Contents Net EAC Adjustments We record changes in costs estimated at completion (net EAC adjustments) using the cumulative catch-up method of accounting.
Net EAC Adjustments We record changes in costs estimated at completion (net EAC adjustments) using the cumulative catch-up method of accounting.
Page 47 Table of Contents Our ability to fund our cash needs is dependent upon the successful execution of our business strategy and future operating results.
Our ability to fund our cash needs is dependent upon the successful execution of our business strategy and future operating results.
Organic revenue includes revenue earned during the period presented for those entities treated as organic, while acquisition-related revenue includes the same for all other entities, excluding any pre-acquisition revenue earned during the period. The acquisition-related backlog activity presented in the table above is related to the Hera Systems acquisition completed during third quarter of 2024.
Organic revenue includes revenue earned during the period presented for those entities treated as organic, while acquisition-related revenue includes the same for all other entities, excluding any pre-acquisition revenue earned during the period. The acquisition-related backlog activity presented in the table above is related to the Edge Autonomy acquisition completed during the second quarter of 2025.
Actual results could differ from these assumptions. Page 50 Table of Contents During 2024 and 2023, the Company performed its annual impairment tests for each of our reporting units and concluded there were no indicators that the fair value was more likely than not below carrying value.
Actual results could differ from these assumptions. During 2024 and 2023, the Company performed its annual impairment tests for each of our reporting units and concluded there were no indicators that the fair value was more likely than not below carrying value. Therefore, no quantitative assessment was performed and no goodwill impairment was recognized during 2024 and 2023, respectively.
Certain information contained in this discussion and analysis includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to Item 1A.
Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to Item 1A.
Page 48 Table of Contents Cash Flows The table below summarizes certain information from the consolidated statements of cash flows for the following periods: Year Ended (in thousands) December 31, 2024 December 31, 2023 Cash, cash equivalents and restricted cash at beginning of year $ 30,278 $ 28,316 Operating activities: Net income (loss) (114,311) (27,264) Reconciling adjustments to net income (loss) 75,006 21,700 Changes in working capital 21,957 6,795 Net cash provided by (used in) operating activities (17,348) 1,231 Net cash provided by (used in) investing activities (7,199) (8,327) Net cash provided by (used in) financing activities 43,716 9,060 Effect of foreign currency rate changes on cash, cash equivalents and restricted cash (376) (2) Net increase (decrease) in cash, cash equivalents and restricted cash 18,793 1,962 Cash, cash equivalents and restricted cash at end of period $ 49,071 $ 30,278 Operating activities Net cash used in operating activities was $17.3 million during the year ended December 31, 2024 compared to net cash provided by operating activities of $1.2 million, resulting in a $18.6 million increase in the use of cash year-over-year.
Page 53 Table of Contents Cash Flows The table below summarizes certain information from the consolidated statements of cash flows for the following periods: Year Ended (in thousands) December 31, 2025 December 31, 2024 December 31, 2023 Cash, cash equivalents and restricted cash at beginning of year $ 49,071 $ 30,278 $ 28,316 Operating activities: Net income (loss) (226,552) (114,311) (27,264) Reconciling adjustments to net income (loss) 101,245 75,006 21,700 Changes in working capital (52,024) 21,957 6,795 Net cash provided by (used in) operating activities (177,331) (17,348) 1,231 Net cash provided by (used in) investing activities (175,071) (7,199) (8,327) Net cash provided by (used in) financing activities 397,496 43,716 9,060 Effect of foreign currency rate changes on cash, cash equivalents and restricted cash 1,018 (376) (2) Net increase (decrease) in cash, cash equivalents and restricted cash 46,112 18,793 1,962 Cash, cash equivalents and restricted cash at end of period $ 95,183 $ 49,071 $ 30,278 Operating activities Net cash used in operating activities increased by $160.0 million year-over-year.
Contracted backlog represents the estimated dollar value of firm funded executed contracts for which work has not been performed (also known as the remaining performance obligations on a contract). Our contracted backlog includes $16.7 million and $19.3 million in remaining contract value from T&M contracts as of December 31, 2024 and as of December 31, 2023, respectively.
Contracted backlog represents the estimated dollar value of firm funded executed contracts for which work has not been performed (also known as the remaining performance obligations on a contract). Our contracted backlog includes $81.0 million and $16.7 million in remaining contract value from contracts which recognize revenue at a point in time as of December 31, 2025 and 2024, respectively.
GAAP for the following periods: Year Ended (in thousands) December 31, 2024 December 31, 2023 Net income (loss) $ (114,311) $ (27,264) Interest expense, net 13,483 10,699 Income tax expense (benefit) (2,020) (486) Depreciation and amortization 11,692 10,724 Transaction expenses (i) 9,129 13 Acquisition integration costs (i) 609 546 Purchase accounting fair value adjustment related to deferred revenue (ii) — 15 Severance costs (iii) 867 313 Capital market and advisory fees (iv) 6,703 8,607 Litigation-related expenses (v) 11,011 1,235 Equity-based compensation (vi) 11,326 8,658 Committed equity facility transaction costs (vii) — 259 Debt financing costs (viii) — 17 Gain on sale of joint ventures, net of costs incurred (ix) (1,255) — Warrant liability change in fair value adjustment (x) 51,960 2,011 Adjusted EBITDA $ (806) $ 15,347 i.
GAAP for the following periods: Year Ended (in thousands) December 31, 2025 December 31, 2024 December 31, 2023 Net income (loss) $ (226,552) $ (114,311) $ (27,264) Interest expense, net 39,704 13,483 10,699 Income tax expense (benefit) (25,014) (2,020) (486) Depreciation and amortization 32,639 11,692 10,724 Impairment expense 34,685 — — Transaction expenses (i) 21,236 9,129 13 Acquisition integration costs (i) 2,602 609 546 Purchase accounting fair value adjustment (ii) 13,645 — 15 Severance costs (iii) 3,789 867 313 Capital market and advisory fees (iv) 6,856 6,703 8,607 Disposal of long-lived assets (v) 647 — — Litigation-related expenses (vi) 1,496 11,011 1,235 Equity-based compensation (vii) 58,990 11,326 8,658 Committed equity facility transaction costs (viii) — — 259 Debt financing costs and extinguishment losses (ix) 1,101 — 17 Gain on sale of joint ventures, net of costs incurred (x) — (1,255) — Warrant liability change in fair value adjustment (xi) (16,109) 51,960 2,011 Adjusted EBITDA $ (50,285) $ (806) $ 15,347 i.
Please refer to Note N – Commitments and Contingencies and Note D – Fair Value of Financial Instruments of the accompanying notes to the consolidated financial statements for additional information related to litigation matters and private warrants, respectively.
Please refer to Note D – Fair Value of Financial Instruments of the accompanying notes to the consolidated financial statements for additional information related to the Company’s private warrants.
The change was primarily due to an increase of $87.0 million in cash used related to the Company’s net loss for the year ended December 31, 2024 in comparison to 2023, partially offset by an increase in cash provided by working capital of $15.2 million and increase of $53.3 million in the effects of non-cash adjustments.
The change was primarily due to an increase in cash used by working capital of $74.0 million and an increase of $112.2 million in cash used related to the Company’s net loss, partially offset by an increase of $26.2 million in the effects of reconciling adjustments to net income (loss) for the year ended December 31, 2025 in comparison to 2024.
Contracted backlog from foreign operations in Luxembourg and Belgium was $70.5 million and $106.0 million as of December 31, 2024 and December 31, 2023, respectively. These amounts are subject to foreign exchange rate translations from euros to U.S. dollars that could cause the remaining backlog balance to fluctuate with the foreign exchange rate at the time of measurement.
Contracted backlog from international operations was $193.1 million and $70.5 million as of December 31, 2025 and 2024, respectively. These amounts are subject to foreign exchange rate translations from their respective local currencies to U.S. dollars that could cause the remaining backlog balance to fluctuate with the foreign exchange rate at the time of measurement.
Liquidity and Capital Resources Our operations are primarily funded with cash flows provided by operating activities and access to existing credit facilities. As of December 31, 2024, we had $33.7 million in cash and cash equivalents and $15.0 million in available borrowings from our existing credit facilities.
Liquidity and Capital Resources Our operations are primarily funded with cash flows provided by operating activities, proceeds from the exercise of warrants and equity offerings, and access to existing credit facilities. As of December 31, 2025, we had $94.5 million in cash and cash equivalents and $35.0 million in available borrowings from our existing credit facilities.
Due to the nature of the work and the amount of the Company’s contribution to the construction period costs for the leases, the Company was determined not to be the owner of the assets under construction as the landlords have substantially all of the construction period risks.
Due to the nature of the work and the amount of the Company’s contribution to the construction period costs for the lease, the Company has determined it is not the owner of the assets under construction as the landlord has substantially all of the construction period risks.
Please refer to Note M – Income Taxes of the accompanying notes to the consolidated financial statements for additional information. Net Income (Loss) Attributable to Noncontrolling Interests The net income (loss) attributable to noncontrolling interests for the year ended December 31, 2024 and 2023 was de minimis.
Please refer to Note L – Income Taxes of the accompanying notes to the consolidated financial statements for additional information. Net Income (Loss) Attributable to Noncontrolling Interests The Company had no net income (loss) attributable to noncontrolling interests for the year ended December 31, 2025 and a de minimis amount for the same period in 2024.
Redwire recognized a gain related to the sale of all its ownership in two joint ventures, presented net of transaction costs incurred, as further described in Note U – Joint Venture of the accompanying notes to the consolidated financial statements. x.
Refer to Note I – Debt of the accompanying notes to the consolidated financial statements for additional information. x. Redwire recognized a gain related to the sale of all its ownership in two joint ventures during 2024, presented net of transaction costs incurred. xi.
Liabilities related to these arrangements are generally not reflected in our consolidated balance sheets. We do not expect any material impact on our cashflows, results of operations or financial condition to result from these off-balance sheet arrangements.
Liabilities related to these arrangements are generally not reflected in our consolidated balance sheets. We do not expect any material impact on our cashflows, results of operations or financial condition to result from these off-balance sheet arrangements. As of December 31, 2025 and 2024, we had $0.7 million and $15.4 million of standby letters of credit, respectively.
Page 43 Table of Contents Gross Profit and Margin Gross profit decreased $13.5 million, or 23%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023. As a percentage of revenues, gross margin was 15% and 24% for the year ended December 31, 2024 and 2023, respectively.
Gross Profit and Margin Gross profit decreased $27.2 million, or 61%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024. As a percentage of revenues, gross margin was 5% and 15% for the years ended December 31, 2025 and 2024, respectively.
This year-over-year increase was primarily due to a $52.0 million loss as a result of an increase in the fair value of the Company’s private warrant liability for the year ended December 31, 2024 as compared to a $2.0 million loss during the same period in 2023, driven by a larger increase in the Company’s common stock price during the year ended December 31, 2024 as compared to the increase during 2023.
This year-over-year change was primarily due to a gain of $16.1 million recognized as a result of a decrease in the fair value of the Company’s private warrant liability for the year ended December 31, 2025 compared to a loss of $52.0 million recognized during the same period in 2024.
Our book-to-bill ratio was 0.76 for the LTM (“Last Twelve Months”) ended December 31, 2024, as compared to 1.23 for the LTM ended December 31, 2023. For the LTM ended December 31, 2024, contracts awarded includes $21.9 million of acquired contract value from the Hera Systems acquisition, which was completed in the third quarter of 2024.
For the LTM ended December 31, 2024, contracts awarded includes $21.9 million of acquired contract value from the Hera Systems acquisition, which was completed in the third quarter of 2024. For the LTM ended December 31, 2023, none of the contracts awarded balance relates to acquired contract value.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion and analysis is provided as a supplement to, and should be read in conjunction with the consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K.
The following discussion and analysis is provided as a supplement to, and should be read in conjunction with, the consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K. Certain information contained in this discussion and analysis includes forward-looking statements that involve risks and uncertainties.
The decrease is also partially due to a $17.7 million negative impact of net EAC adjustments for the year ended December 31, 2024 as compared to $3.5 million of net unfavorable EAC adjustments for the same period in 2023.
The year-over-year decrease in gross margin as a percentage of revenues was driven by a $54.5 million negative impact of net EAC adjustments for the year ended December 31, 2025, as compared to $17.7 million of net unfavorable EAC adjustments for the same period in 2024.
We utilize information available to us at the time when revising our estimates and apply consistent judgement across the full portfolio of programs. Refer to Note Q – Revenues of the accompanying notes to the consolidated financial statements for additional information.
We utilize information available to us at the time when revising our estimates and apply consistent judgment across the full portfolio of programs.
Please refer to Note D – Fair Value of Financial Instruments of the accompanying notes to the consolidated financial statements for additional information related to the fair value of warrants. Investing activities Net cash used in investing activities decreased by $1.1 million for the year ended December 31, 2024, as compared to the same period in 2023.
Please refer to Note D – Fair Value of Financial Instruments and Note L – Income Taxes of the accompanying notes to the consolidated financial statements for additional information related to the fair value of warrants and income taxes. Investing activities Net cash used in investing activities increased by $167.9 million year-over-year.
However, changes in exchange rates will affect the Company’s consolidated financial statements as expressed in U.S. dollars. Page 49 Table of Contents Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in conformity with U.S.
However, changes in exchange rates will affect the Company’s consolidated financial statements as expressed in U.S. dollars. Critical Accounting Policies and Estimates Our consolidated financial statements are prepared in conformity with U.S. GAAP, which requires us to make estimates, assumptions and judgments that affect the amounts reported in our consolidated financial statements and accompanying notes to the consolidated financial statements.
Income Tax Expense (Benefit) The table below provides information regarding our income tax expense (benefit) for the following periods: Year Ended (in thousands, except percentages) December 31, 2024 December 31, 2023 Income tax expense (benefit) $ (2,020) $ (486) Effective tax rate 1.7 % 1.8 % Page 44 Table of Contents The effective tax rate for the year ended December 31, 2024 remained materially consistent as compared to the year ended December 31, 2023.
Page 47 Table of Contents Income Tax Expense (Benefit) The table below provides information regarding our income tax expense (benefit) for the following periods: Year Ended (in thousands, except percentages) December 31, 2025 December 31, 2024 Income tax expense (benefit) $ (25,014) $ (2,020) Effective tax rate (9.9) % (1.7) % The effective tax rate changed to (9.9)% for the year ended December 31, 2025 as compared to (1.7)% for the year ended December 31, 2024, primarily related to the Company’s realization of deferred tax assets as a result of the acquisition of Edge Autonomy .
As of December 31, 2024, we had $15.4 million of standby letters of credit outstanding for a submitted proposal, which were secured by our restricted cash. Refer to Note B of the accompanying notes to the consolidated financial statements for additional information related to the Company’s restricted cash.
Our standby letters of credit outstanding generally relate to submitted proposals and performance guarantees, which are secured by our restricted cash. Refer to Note B of the accompanying notes to the consolidated financial statements for additional information related to the Company’s restricted cash.
In the event that we require additional financing, we may not be able to secure such financing on terms acceptable to us or at all.
In the event that we require additional financing, we may not be able to secure such financing on terms acceptable to us or at all. For further information, please refer to Item 1A “Risk Factors” contained in this Annual Report on Form 10-K.
Transaction Expenses Transaction expenses increased $9.1 million for the year ended December 31, 2024, as compared with the same period in 2023. The increase is primarily due to costs incurred related to the Hera acquisition as well as pre-acquisition costs incurred consisting of due diligence and additional expenses related to prospective acquisitions, including the subsequent acquisition of Edge Autonomy.
Research and Development Research and development expenses increased $13.6 million for the year ended December 31, 2025 as compared with the same period in 2024 primarily due to $14.9 million of costs related to the Edge Autonomy acquisition.
Therefore, no quantitative assessment was performed and no goodwill impairment was recognized during 2024 and 2023, respectively. Finite-lived intangible assets and long-lived assets are amortized to expense over their estimated useful life on a straight-line basis or over the period the economic benefits of the intangible asset are consumed.
Please refer to Note H – Goodwill of the accompanying notes to the consolidated financial statements for further information. Finite-lived intangible assets and long-lived assets are amortized to expense over their estimated useful life on a straight-line basis or over the period the economic benefits of the intangible asset are consumed.
This increase was primarily related to an increase in borrowings on the revolving credit facility compared to 2023. Please refer to Note J – Debt of the accompanying notes to the consolidated financial statements for additional information related to the Company’s debt obligations.
Please refer to Note I – Debt of the accompanying notes to the consolidated financial statements for additional information related to the Company’s debt obligations.
Redwire incurred acquisition costs including due diligence, integration costs and additional expenses related to pre-acquisition activity. Acquisition deal costs was reclassified as Transaction expenses to conform with current period presentation. Page 45 Table of Contents ii. Redwire recorded adjustments related to the impact of recognizing deferred revenue at fair value as part of the purchase accounting for previous acquisitions. iii.
Redwire incurred acquisition costs including due diligence, integration costs and additional expenses related to pre-acquisition activity. Acquisition deal costs was reclassified as Transaction expenses to conform with current period presentation. ii.
These increases were partially offset by $17.7 million of net unfavorable EAC adjustments for the year ended December 31, 2024 as compared to $3.5 million of net unfavorable EAC adjustments for the same period in 2023.
The year-over-year increase in revenues was primarily related to $107.1 million of revenue related to the Edge Autonomy acquisition. This increase was partially offset by $41.1 million of net unfavorable EAC adjustments for the year ended December 31, 2025 as compared to $17.7 million of net unfavorable EAC adjustments for the same period in 2024.
Book-to-Bill Our book-to-bill ratio was as follows for the periods presented: Last Twelve Months (in thousands, except ratio) December 31, 2024 December 31, 2023 Contracts awarded $ 229,789 $ 300,042 Revenues 304,101 243,800 Book-to-bill ratio 0.76 1.23 Book-to-bill is the ratio of total contracts awarded to revenues recorded in the same period.
Book-to-Bill Our book-to-bill ratio was as follows for the periods presented: Last Twelve Months Ended (in thousands, except ratio) December 31, 2025 December 31, 2024 December 31, 2023 Contracts awarded Space $ 237,761 $ 184,370 $ 258,961 Defense Tech 203,717 45,419 41,081 Total contracts awarded $ 441,478 $ 229,789 $ 300,042 Revenues Space $ 209,817 $ 255,336 $ 194,000 Defense Tech 125,564 48,765 49,800 Total revenues $ 335,381 $ 304,101 $ 243,800 Book-to-bill ratio Space 1.13 0.72 1.33 Defense Tech 1.62 0.93 0.82 Total book-to-bill ratio 1.32 0.76 1.23 Book-to-bill is the ratio of total contracts awarded to revenues recorded in the same period.
The increase in cash provided by working capital is primarily related to an increase of $9.7 million and $4.4 million in other liabilities and accounts payable and accrued expenses, respectively, compared to a decrease of $1.0 million and $3.3 million in the same accounts for 2023, respectively.
The increase in cash used by working capital was primarily due to a decrease of $34.0 million in deferred revenue for 2025 compared to an increase of $3.2 million in deferred revenue for 2024 and a decrease in cash provided by accounts receivable and other liabilities of $17.0 million and $3.4 million, respectively, year-over-year.
Please refer to Note Q – Revenues of the accompanying notes to the consolidated financial statements for additional information related to the Company’s net EAC adjustments. Cost of Sales Cost of sales increased $73.8 million, or 40%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Please refer to Note I – Debt of the accompanying notes to the consolidated financial statements for additional information related to the Company’s debt obligations. Other (Income) Expense, net Other (income) expense, net decreased by $79.5 million for the year ended December 31, 2025, from net expense to net income as compared to the year ended December 31, 2024.
Please refer to Note X – Subsequent Events of the accompanying notes to the consolidated financial statements for additional information related to the subsequent acquisition. Research and Development Research and development expenses increased $1.1 million, or 23%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Transaction Expenses Transaction expenses increased $12.1 million primarily due to costs incurred related to the Edge Autonomy acquisition for the year ended December 31, 2025, as compared with the same period in 2024. Please refer to Note C – Business Combinations of the accompanying notes to the consolidated financial statements for additional information related to acquisitions.
Redwire incurred expenses related to debt financing agreements, including amendment related fees paid to third parties that are expensed in accordance with U.S. GAAP. ix.
Redwire incurred expenses related to the committed equity facility with B. Riley during 2023, which includes changes in fair value recognized as a gain or loss during the respective periods. ix. Redwire incurred expenses related to debt financing agreements, including amendment related fees paid to third parties that are expensed in accordance with U.S. GAAP, and losses on debt extinguishments.
The contracts were determined to be operating leases, whereby the Company is not required to make rent payments prior to the lease commencement dates while construction is completed on the underlying assets.
As of December 31, 2025, the lease has not yet commenced but created significant future lease obligations in the amount of $12.3 million. The lease was determined to be an operating lease, whereby the Company is not required to make rent payments prior to the lease commencement dates while construction is being completed on the underlying assets.
The Company recognizes revenue for performance obligations over time using the cost-to-cost method for FFP and CPFF contracts. Revenue from T&M contracts is recognized based on the number of direct labor hours expended in the performance of a contract multiplied by the contract billing rate, as well as reimbursement of other direct billable costs.
Revenue Recognition The Company engages in short- and long-term contracts, including firm fixed-price (“FFP”), cost-plus fixed fee (“CPFF”) and T&M for production and service activities. Revenue from T&M contracts is recognized based on the number of direct labor hours expended in the performance of a contract multiplied by the contract billing rate.
The change was due to net proceeds of $4.6 million received from the sale of the Company’s joint ventures, partially offset by an increase of $2.6 million in capital expenditures primarily related to licensed software for internal-use and $0.9 million cash used, net of cash acquired related to the Hera Systems acquisition.
The change was primarily due to cash used to complete the Edge Autonomy acquisition, and an increase in capital expenditures primarily related to software licensed for internal-use.
Other (Income) Expense, net Other (income) expense, net increased by $59.1 million for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Financing activities Net cash provided by financing activities increased by $353.8 million during the year ended December 31, 2025, as compared to 2024.
Revenue is recognized over time for FFP and CPFF contracts (versus point in time recognition) due to the fact that the Company’s performance creates an asset with no alternative use to the Company and the Company has an enforceable right to payment for performance completed to date.
Substantially all of the Company’s contracts in the Space segment and a portion of its contracts in the Defense Tech segment relate to contracts for performance obligations that create an asset with no alternative use to the Company and an enforceable right to payment for performance completed to date.
We are also a provider of innovative technologies with the potential to help transform the economics of space and create new markets for its exploration and commercialization.
We are also a provider of innovative technologies with the potential to help transform the economics of space and create new markets for its exploration and commercialization. Redwire’s Defense Tech segment focuses on delivering combat-proven autonomous systems, optical sensors, advanced optics, resilient energy solutions and radio frequency payloads that provide intelligence, surveillance, and reconnaissance capabilities for customers including the U.S.
The increase in non-cash adjustments is primarily related to an increase in the fair value of the outstanding private warrants of $52.0 million during the year ended December 31, 2024 compared to 2023.
These increases were partially offset by a gain recognized on the change in fair value of the outstanding private warrants of $16.1 million during the year ended December 31, 2025 compared to loss of $52.0 million recognized in 2024 and an increase in the deferred tax benefit of $23.1 million year-over-year.
Edge Autonomy is a leading provider of field-proven uncrewed airborne system technology. Please refer to Note X – Subsequent Events of the accompanying notes to the consolidated financial statements for additional information related to the subsequent acquisition.
Please refer to Note F, Note G, and Note H of the accompanying notes to the consolidated financial statements for additional information related to impairment.
The Company has five reporting units, Mission Solutions, Space Components, Engineering Services, Hera Systems and Redwire Europe, which were determined based on similar economic characteristics, financial metrics and product and servicing offerings. We may use both qualitative and quantitative approaches when testing goodwill and indefinite-lived intangible assets for impairment.
As of the Company’s annual assessment date, October 1, 2025, the Company had six reporting units, Mission Solutions, Space Components, Engineering Services, Space Europe, Airborne U.S. and Airborne Europe, which were determined based on similar economic characteristics, financial metrics and product and servicing offerings.
The increase was also due to an $8.0 million loss contingency recognized for a litigation matter, for which there was no comparable cost in 2023.
The change is also due to a decrease in expense of $8.0 million due to a legal settlement recognized during the year ended December 31, 2024 for which there was no comparable activity in the current year.
Redwire incurred severance costs related to separation agreements entered into with former employees. iv.
During 2023, Redwire recorded adjustments related to the impact of recognizing deferred revenue at fair value as part of the purchase accounting for previous acquisitions. iii. Redwire incurred severance costs related to separation agreements entered into with former employees. iv.
Redwire’s primary business model is providing mission critical solutions based on core space infrastructure offerings for government and commercial customers through long-duration projects. We are developing critical space infrastructure that is impacting our Page 41 Table of Contents terrestrial economy in areas, such as national security, global defense, telecommunications, navigation and timing, and Earth observation.
Redwire’s primary business model is providing proven, mission critical solutions based on space and defense technology offerings through both short- and long-duration projects for U.S. and international government and commercial customers. Redwire operates in two business segments: Space and Defense Tech. We organize our business segments based on the nature of the products and services offered.
The increase was primarily due to strategic decisions to invest in future developments related to avionics, sensors and platforms, structures and mechanisms, power generation technologies and microgravity payloads. Interest Expense, net Interest expense, net increased $2.8 million, or 26%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Interest Expense, net Interest expense, net increased $26.2 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This increase was primarily related to $20.0 million of interest expense recognized related to the repayment of the Seller Note (as defined below).
Please refer to Note Q – Revenues of the accompanying notes to the consolidated financial statements for additional information related to the Company’s net EAC adjustments. Selling, General and Administrative (“SG&A”) Expenses SG&A expenses increased $2.9 million , or 4%, for the year ended December 31, 2024, as compared to the year ended December 31, 2023.
Page 46 Table of Contents Selling, General and Administrative (“SG&A”) Expenses SG&A expenses increased $99.9 million for the year ended December 31, 2025, as compared with the same period in 2024. SG&A expenses a s a percentage of revenues also increased to 51% for the year ended December 31, 2025 from 23% during the same period in 2024.
Redwire incurred expenses related to securities litigation, including a loss contingency, presented net of an anticipated insurance recovery, in the amount of $7.0 million recognized in 2024. Refer to Note N – Commitments and Contingencies of the accompanying notes to the consolidated financial statements for additional information. vi.
Redwire incurred expenses related to securities litigation and settlements of legal matters. Refer to Note M – Commitments and Contingencies of the accompanying notes to the consolidated financial statements for additional information. vii. Redwire incurred expenses related to equity-based compensation under Redwire’s equity-based compensation plan and Edge Incentive Units. viii.
Please refer to Note N – Commitments and Contingencies of the accompanying notes to the consolidated financial statements for additional information related to litigation matters. The changes in contract assets were primarily driven by the timing of billable milestones during the year ended December 31, 2024 compared to 2023.
The decreases in other liabilities were primarily a result of timing of payments and recognition of liability. The changes in accounts receivable and deferred revenue were primarily driven by the timing of billable milestones during the year ended December 31, 2025 compared to 2024.
Our core space infrastructure offerings include a broad array of modern products and services, which have been enabling space missions since the 1960s and have been flight-proven on over 200 spaceflight missions, including missions such as the National Aeronautics and Space Administration’s (“NASA”) Artemis program, New Horizons and Perseverance, the Space Forces’ GPS, and the European Space Agency’s (“ESA”) Project for On-Board Autonomy (“PROBA”) programs.
Our core space offerings are flight-proven and have supported hundreds of spacecraft, missions, and operations, including, but not limited to, the International Space Station, the European Space Agency’s (“ESA”) Project for On-Board Autonomy (“PROBA”), the National Aeronautics and Space Administration’s (“NASA”) Double Asteroid Redirection Test and the Orion space capsule, and the Space Force’s GPS.
During 2024 and 2023, the Company identified no triggering events and therefore, no impairment assessment was performed on its intangible and long-lived assets. Revenue Recognition The Company engages in long-term contracts, including firm fixed-price (“FFP”), cost-plus fixed fee (“CPFF”) and T&M for production and service activities.
During 2024 and 2023, the Company identified no triggering events and therefore, no impairment assessment was performed on its intangible and long-lived assets. During 2025, the Company identified a triggering event related to the Space Europe reporting unit due to margin erosion and declining cash flows.
(in thousands) December 31, 2024 December 31, 2023 Organic backlog, beginning balance $ 372,790 $ 313,057 Organic additions during the period 207,704 300,042 Organic revenue recognized during the period (297,699) (243,800) Foreign currency translation (1,826) 3,491 Organic backlog, ending balance 280,969 372,790 Acquisition-related contract value, beginning balance — — Acquisition-related contract value acquired during the period 21,940 — Acquisition-related additions during the period 145 — Acquisition-related revenue recognized during the period (6,402) — Acquisition-related backlog, ending balance 15,683 — Contracted backlog, ending balance $ 296,652 $ 372,790 We view growth in backlog as a key measure of our business growth.
Page 51 Table of Contents Backlog The following table presents our contracted backlog as of December 31, 2025 and 2024, and related activity for the year ended December 31, 2025 as compared to the year ended December 31, 2024: (in thousands) December 31, 2025 December 31, 2024 Organic backlog, beginning balance $ 296,652 $ 372,790 Organic additions during the period 257,318 229,789 Organic revenue recognized during the period (228,267) (304,101) Foreign currency translation 7,987 (1,826) Organic backlog, ending balance 333,690 296,652 Acquisition-related contract value, beginning balance — — Acquisition-related contract value acquired during the period 73,716 — Acquisition-related additions during the period 110,444 — Acquisition-related revenue recognized during the period (107,114) — Foreign currency translation 510 — Acquisition-related backlog, ending balance 77,556 — Contracted backlog, ending balance $ 411,246 $ 296,652 Contracted backlog by segment: Space $ 299,804 $ 263,996 Defense Tech 111,442 32,656 We view growth in backlog as a key measure of our business growth.
The year-over-year increase in SG&A expenses was primarily driven by an increase in legal expenses, share-based compensation and marketing expenses of $2.8 million, $2.7 million and $0.8 million, respectively. These increases were partially offset by a decrease in professional fees and insurance expense of $3.4 million.
The year-over-year increase in SG&A expenses was primarily driven by an increase in share-based compensation of $47.1 million, including $44.4 million related to the Edge Incentive Units, for which there was no comparable cost in 2024.
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Business Overview Redwire is a global leader in mission critical space solutions and high-reliability space infrastructure for the next generation space economy. Our “Heritage plus Innovation” strategy enables us to combine decades of flight heritage with an agile and innovative culture creating new, innovative technologies which are the building blocks of space infrastructure for government and commercial customers.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following Management’s Discussion and Analysis is intended to assist in an understanding of our financial condition and results of operations for fiscal 2025 compared with fiscal 2024 items.
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Recent Developments Selected year-over-year financial performance metrics and operational developments for the year ended December 31, 2024, are described below. • Revenues increased 25% for the year ended December 31, 2024 compared to the same period in 2023. • Selling, general and administrative expenses as a percentage of revenues decreased to 23% for the year ended December 31, 2024 from 28% during the same period in 2023. • Net loss increased by $87.0 million for the year ended December 31, 2024 compared to the same period in 2023, impacted by $17.7 million of net unfavorable EAC changes and $52.0 million of non-cash loss related to change in fair value of private warrants. • Net cash used by operating activities was $17.3 million during the year ended December 31, 2024, as compared to net cash provided by operating activities of $1.2 million during the same period in 2023. • Contracted backlog decreased year-over-year to $296.7 million as of December 31, 2024, as compared to $372.8 million as of December 31, 2023. • The Company completed its tenth acquisition in August 2024 of Hera Systems, Inc.
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Discussions of fiscal 2023 items and year-to-year comparisons between fiscal 2024 and fiscal 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on March 11, 2025.
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(“Hera”), a spacecraft development company supporting the evolving requirements for national security missions operating in contested space. • The Company expanded its global footprint and opened new facilities in California and Poland (Redwire Poland sp z.o.o.), respectively. • The Company was awarded the Air Force Research Laboratory (“AFRL”) contract to advance enhanced space-based capabilities for the warfighter. • The Company provided the onboard computer for ESA’s PROBA-3 mission and completed the spacecraft integration and testing, which launched in December 2024. • The Company successfully 3D-bioprinted the first live human heart tissue through our 3D BioFabrication Facility onboard the ISS. • The Company secured a follow-on order for Roll-Out Solar Arrays (“ROSA”) for Thales Alenia Space’s telecommunications satellites. • The Company expanded its spacecraft portfolio to 5 platforms for missions across every orbit: SabreSate; Thresher; Mako; Phantom and Hammerhead.
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Business Overview Redwire is an integrated space and defense technology company focused on advanced technologies including space infrastructure, autonomous systems and multi-domain operations leveraging digital engineering and artificial intelligence automation.
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Subsequent to December 31, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which the Company agreed to acquire Edge Autonomy Intermediate Holdings, LLC, a Delaware limited liability company (together with its subsidiaries, “Edge Autonomy”) through a series of mergers set forth in the Merger Agreement, for an aggregate purchase price of $925 million, subject to customary working capital, cash and debt adjustments.
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Redwire’s proven and reliable space and defense technology capabilities include our space and defense technology and platform offerings of Page 42 Table of Contents avionics, sensors, and payloads; power generation; structures and mechanisms; radio frequency systems; airborne and spacecraft platforms and missions; and microgravity payloads. Redwire combines decades of flight heritage and proven experience with an agile and innovative culture.

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