SCHEDULE: Bain Capital Credit Updates Redwire Stake to 12.1% Following Preferred Stock Redemption

Bain Capital Credit has updated its beneficial ownership in Redwire Corp to 12.1% of common stock, stemming from the redemption of convertible preferred stock linked to a recent public offering.

Summary

• Bain Capital Credit Member, LLC and BCC Redwire Aggregator, L.P. (Reporting Persons) beneficially own 19,747,138 shares of Redwire Corp Common Stock, representing 12.1% of the outstanding class.
• These shares are convertible from 60,228.77 shares of Series A Convertible Preferred Stock.
• The Reporting Persons elected to receive Repurchase Proceeds, leading to the Issuer repurchasing 432.76 shares of Convertible Preferred Stock.
• This transaction was triggered by the underwriters' partial exercise of their over-allotment option for 600,100 shares of Common Stock in Redwire's recent public offering.
• The previously disclosed conversion blocker, which limited beneficial ownership to 20.4%, is no longer applicable.
• The total outstanding Common Stock of Redwire Corp is 143,175,792 shares as of June 18, 2025.

Sentiment

Score: 6

Explanation: The filing is largely neutral and technical, detailing a change in beneficial ownership and a related capital structure adjustment. The removal of the conversion blocker could be seen as slightly positive for the investor's flexibility, and the preferred stock redemption simplifies the capital structure, which is generally positive for the company.

Positives

• The redemption of convertible preferred stock simplifies Redwire's capital structure.
• The removal of the 20.4% conversion blocker provides greater flexibility for the Reporting Persons regarding their beneficial ownership.

Future Outlook

No explicit forward-looking statements or guidance are provided beyond the technical mechanics of the Registration Rights Coordination Agreement (RRCA) regarding future greenshoe option exercises.

Industry Context

This filing is a routine disclosure of a change in beneficial ownership by a significant investor, triggered by a specific corporate finance event (a public offering and greenshoe exercise). It reflects a technical adjustment in the investor's stake rather than a broader industry trend or strategic shift.

Comparison to Industry Standards

• This document details a specific ownership change and capital structure adjustment for Redwire Corp. It does not provide financial results or operational metrics that would allow for a direct comparison to industry standards or specific comparable companies/projects. The mechanics of convertible preferred stock and greenshoe options are standard in corporate finance, but the document does not offer a basis for performance comparison.

Corporate Governance

Related Party Transactions

• The Registration Rights Coordination Agreement (RRCA) dated June 8, 2025, is between the Issuer (Redwire Corporation), the Reporting Persons (BCC Redwire Aggregator, L.P.), AE Industrial Partners Fund II, L.P., and AE Industrial Partners Structured Solutions I, L.P. This agreement governs the terms of the preferred stock redemption and coordination of registration rights.

Stakeholder Impact

• Shareholders: The change in beneficial ownership and the redemption of preferred stock impact the capital structure and the distribution of ownership. The removal of the conversion blocker could signal potential for future changes in Bain Capital Credit's stake.
• Creditors: Simplification of the capital structure through preferred stock redemption could be viewed positively by creditors, as it reduces a layer of equity-like financing.

Next Steps

• The Issuer is obligated to notify the Reporting Persons in writing if there is a future exercise of the greenshoe option in connection with the Offering, after which the Reporting Persons will have five business days to exercise their rights with respect to those incremental net proceeds.

Key Dates

Keywords

Redwire Corp, Bain Capital Credit, Schedule 13D Amendment, Beneficial Ownership, Convertible Preferred Stock, Common Stock, Capital Structure, SEC Filing, Over-allotment Option, Greenshoe Option, Public Offering, Registration Rights Coordination Agreement