Redwire Corp (RDW): M&A transaction — Redwire completes $925M acquisition of Edge Autonomy; issues 49.8M shares and $100M seller note

Redwire Corp

Total merger consideration of $925M: $160M cash (incl. seller note) and $765M in RDW stock at $15.07/share.
49,764,847 shares of RDW common stock issued to Edge Autonomy seller at closing.
Entered $90M term loan (SOFR+6.5%→7.0%) expiring April 2027 and $100M unsecured seller note (15%-18% PIK/cash interest).
Stockholders approved the merger at special meeting: 90.95M votes for, 0.96M against (majority & minority votes).
Edge Autonomy Q1 2025 unaudited revenue $35.4M, net loss $1.6M; pro forma combined financials filed.

item 1.01 item 2.01 item 2.03 item 3.02 item 5.07 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.98

Redwire Corp completed an acquisition involving Edge Autonomy for $925 million aggregate merger consideration, consisting of $160 million in cash (including a $100 million Seller Note) and $765 million in shares of Redwire Com (closed 2025-06-13).

Action: acquisition
Counterparty: Edge Autonomy
Consideration: $925 million aggregate merger consideration, consisting of $160 million in cash (including a $100 million Seller Note) and $765 million in shares of Redwire Com
Closing: 2025-06-13

Exact text from the filing

limited liability company and a subsidiary of Redwire (the “ Seller Note Issuer ”), entered into a Seller Note (the “ Seller Note ”) with Seller in the principal amount of $100 million. The Seller Note is unsecured. Interest on the Seller Note accrues, and is payable quarterly, at Redwire’s option, in cash or in-kind, at an annual rate equal to: (x)(i) from the

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Source: SEC EDGAR

accession 0001819810-25-000163

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