Form 4: Redwire Repurchases Preferred Stock from Bain Capital Following Common Stock Offering

Redwire Corp repurchased 432.76 shares of Series A Convertible Preferred Stock from Bain Capital Credit Member, LLC and BCC Redwire Aggregator, L.P. on July 17, 2025, in connection with a recent common stock offering.

Summary

• Redwire Corp repurchased 432.76 shares of Series A Convertible Preferred Stock from Bain Capital Credit Member, LLC and BCC Redwire Aggregator, L.P.
• The repurchase occurred on July 17, 2025, following Redwire's common stock offering on June 16, 2025, and the underwriters' partial exercise of their over-allotment option.
• The repurchased preferred shares are equivalent to 141,888 shares of Common Stock, calculated based on $2,376,636.04 in Repurchase Proceeds and a common stock offering price of $16.75 per share, with a preferred stock conversion price of $3.05 per share.
• The Series A Convertible Preferred Stock accrues dividends at 13% per annum if paid in cash or 15% per annum if paid in kind, subject to certain adjustments.

Sentiment

Score: 6

Explanation: The transaction appears to be a routine capital management activity related to a prior offering, indicating a structured approach to financing rather than an unexpected event. It is slightly positive as it simplifies the capital structure.

Positives

• The repurchase of preferred stock can simplify Redwire's capital structure and reduce future fixed dividend obligations.
• The transaction is part of a broader capital markets activity (common stock offering), suggesting active and structured capital management.

Negatives

• The repurchase involved a cash outlay of $2,376,636.04, which impacts the company's liquidity.

Future Outlook

The Series A Convertible Preferred Stock will mandatorily convert into shares of Common Stock upon the satisfaction of certain conditions. The Issuer must offer to repurchase each outstanding share of Series A Convertible Preferred Stock in the event of a fundamental change. The number of shares of Series A Convertible Preferred Stock held by the Reporting Person and the shares of Common Stock underlying such Series A Convertible Preferred Stock will increase for each dividend period in which the Issuer elects to pay dividends payable with respect to the Series A Convertible Preferred Stock as dividends paid in kind.

Industry Context

This transaction reflects a specific capital management action by Redwire Corp, a company operating in the space and defense technology sector. While the document does not provide broader industry context, such capital structure adjustments are common for companies seeking to optimize their financing arrangements or respond to market opportunities.

Related Party Transactions

• Bain Capital Credit Member, LLC and BCC Redwire Aggregator, L.P. are identified as 10% owners and have a director relationship with Redwire Corp.
• The repurchase of Series A Convertible Preferred Stock from these entities constitutes a transaction with a related party.

Stakeholder Impact

• Shareholders: The repurchase of preferred stock could reduce future dividend obligations, potentially benefiting common shareholders by freeing up cash flow or simplifying the capital structure. The transaction is linked to a common stock offering, which would have impacted common shareholders through potential dilution.
• Creditors: A reduction in preferred stock obligations could slightly improve the company's financial stability from a creditor's perspective, though the cash outlay for the repurchase would reduce immediate liquidity.

Next Steps

• Mandatory conversion of Series A Convertible Preferred Stock into Common Stock upon satisfaction of certain conditions.
• Issuer must offer to repurchase outstanding Series A Convertible Preferred Stock in the event of a fundamental change.

Key Dates

Keywords

Redwire Corp, RDW, SEC Form 4, Bain Capital, Series A Convertible Preferred Stock, Common Stock, Stock Repurchase, Capital Markets, Equity Offering, Insider Transaction