Redwire Corp美股招股说明书(2025-11-10版)

We have entered into an equity distribution agreement (the “Sales Agreement”), dated November 10, 2025, with Truist Securities,Inc., J.P. Morgan Securities LLC, BofA Securities, Inc., and TCBI Securities, Inc., doing business as Texas Capital Securities (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, wemay offer and sell shares of our common stock having an aggregate offering price of up to $250,000,000 from time to time through theAgents. Sales of common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in transactionsthat are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended (the “SecuritiesAct”), including sales made directly on or through the New York Stock Exchange (the “NYSE”), on any other existing trading marketfor the common stock or to or through a market maker other than on an exchange. In addition, with our prior written approval, theAgents may also sell shares of our common stock by any other method permitted by law, including in block trades and privatelynegotiated transactions. The Agents are not required to sell any specific number or dollar amount of shares, but will act as sales agentson a commercially reasonable efforts basis and subject to the terms of the Sales Agreement and consistent with their normal tradingand 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 stocknot 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 SalesAgreement. 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 ordiscounts. We have also agreed to provide indemnification and contribution to the Agents with respect to certain liabilities, includingliabilities 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 thecommissions 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 theNYSE on November 7, 2025 was $6.56 per share. Investing in our common stock involves risks. See the section entitled “Risk Factors” on pageS-7of this prospectussupplement, page5of the accompanying prospectus and the risk factors contained in the documents incorporated by referencein this prospectus supplement and the accompanying prospectus for a discussion of certain factors which should be consideredbefore investing in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Truist SecuritiesJ.P. MorganBofA SecuritiesTexas Capital Securities The date of this prospectus supplement is November 10, 2025. TABLE OF CONTENTS Prospectus Supplement ABOUTTHIS PROSPECTUS SUPPLEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSPROSPECTUSSUPPLEMENT SUMMARYTHEOFFERINGRISK FACTORSUSE OF PROCEEDSCERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCESPLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)LEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCE Prospectus ABOUT THIS PROSPECTUSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSTHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF UNITSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINFORMATION INCORPORATED BY REFERENCE ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus are part of an automatic “shelf” registration statement on Form S-3that we filed with the Securities and Exchange Commission (the “SEC”) as a “well-known seasoned issuer” as defined in Rule 405under the Securities Act. Under this “shelf” registration process, we may, from time to time, offer and sell any combination of thesecurities described in the accompanying prospectus in one or more offerings. Under this prospectus supplement, we may from time totime offer and sell shares of our common stock having an aggregate offering