Redwire Corporation

Up to $350,000,000

Common Stock

   
 

We have entered into an equity distribution agreement (the "Sales Agreement"), dated May 6, 2026, with Truist Securities, Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., TCBI Securities, Inc., doing business as Texas Capital Securities, A.G.P./Alliance Global Partners, B. Riley Securities, Inc., Canaccord Genuity LLC, H.C. Wainwright & Co., LLC and Roth Capital Partners, LLC (each, an "Agent" and collectively, the "Agents"), as sales agent relating to the shares of our common stock, $0.0001 par value per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $350,000,000 from time to time through the Agents. Prior to the filing of this prospectus supplement, $249,703,958.60 in aggregate offering price of shares of our common stock was offered and sold under our equity distribution agreement, dated November 10, 2025 (our "November 2025 equity distribution agreement"), which we terminated on the date hereof.

Sales of common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in transactions that are deemed to be "at-the-market offerings" as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), including sales made directly on or through the New York Stock Exchange (the "NYSE"), on any other existing trading market for the common stock or to or through a market maker other than on an exchange. In addition, with our prior written approval, the Agents may also sell shares of our common stock by any other method permitted by law, including in block trades and privately negotiated transactions. The Agents are not required to sell any specific number or dollar amount of shares, but will act as sales agents on a commercially reasonable efforts basis and subject to the terms of the Sales Agreement and consistent with their normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

We will pay the Agents a fixed commission, or allow a discount, for their services in acting as Agents in the sale of common stock not to exceed, but may be lower than, 3.0% of the gross sales price per share of all shares sold through them as Agents under the Sales Agreement. In connection with the sale of common stock on our behalf, each of the Agents may be deemed to be an "underwriter" within the meaning of the Securities Act and the compensation to the Agents will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the Agents with respect to certain liabilities, including liabilities under the Securities Act.

The net proceeds we receive from any sales under this prospectus supplement will be the gross proceeds from such sales less the commissions and any other costs we may incur in offering the common stock. See "Use of Proceeds" and "Plan of Distribution (Conflicts of Interest)" for additional information.

Our common stock is listed on the NYSE under the symbol "RDW". The last reported sale price of our common stock on the NYSE on May 5, 2026 was $8.69 per share.