Redwire (RDW) Risk Analysis

Following completion of the Edge Acquisition, after giving effect to the related stock issuance, our offering of 16,125,100 shares of our common stock (the "June 2025 Offering") and sales under our ATM (as defined below) facility (together with the June 2025 Offering and the Edge Acquisition, the "Transactions"), stockholders prior to the Transactions exercise significantly less influence over the Company after the Transactions relative to their respective influence over the Company prior to the Transactions, and thus have a less significant impact on the approval or rejection of future proposals submitted to a stockholder vote. Additionally, on October 28, 2022 and November 3, 7 and 8, 2022, we issued an aggregate of 81,250 shares of Series A Convertible Preferred Stock (the "Convertible Preferred Stock") to AE Industrial Partners Fund II, LP and AE Industrial Partners Structured Solutions I, LP, affiliates of AEI, and certain other investors (collectively, the "Investors"). There are currently 46,505.13 shares of Convertible Preferred Stock outstanding as a result of dividends paid-in-kind, the election by certain of the Investors to convert their Convertible Preferred Stock into shares of our common stock and the Company's repurchase of certain other shares of Convertible Preferred Stock. The remaining shares of the Convertible Preferred Stock are immediately and currently convertible into approximately 15,583,454 shares of common stock and, on an as-converted basis represent approximately 8% of Redwire's outstanding common stock assuming conversion of the Convertible Preferred Stock as of December 31, 2025. Shares of Convertible Preferred Stock vote as one class with our common stock, on an as-converted basis. Therefore, the issuance and sale of Convertible Preferred Stock resulted in the immediate and substantial dilution to the ownership interests of the holders of our common stock.

As of December 31, 2025, AEI beneficially owned approximately 48.7% of our common stock and Convertible Preferred Stock (on an as converted to common stock basis). Additionally, among other things, an amended and restated investor rights agreement (the "A&R Investor Rights Agreement") entered into by the Company, Ultimate Holdings, certain stockholders of the Company affiliated with AEI (the "AE Industrial Stockholders") and Genesis Park Holdings provides that, of the nine or more directors that will sit on the Board, (i) the AE Industrial Stockholders will be permitted to designate four directors for election to the Board, which number would be reduced once the AE Industrial Stockholders no longer hold 50% or more of the our common stock beneficially owned by the AE Industrial Stockholders (excluding our common stock beneficially owned by Ultimate Holdings) at the closing of the Edge Acquisition and (ii) Ultimate Holdings will be permitted to designate one director for election to the Board so long as Ultimate Holdings continues to hold 25% or more of the common stock beneficially owned by Ultimate Holdings (excluding common stock beneficially owned by the AE Industrial Stockholders) at the closing of the Edge Acquisition, provided that so long as the AE Industrial Stockholders and Ultimate Holdings collectively may nominate an aggregate of five directors to the Board, all but one director must be independent under New York Stock Exchange ("NYSE") listing standards and, if less than five directors, a majority must be independent.

As of December 31, 2025, AEI owns 46,505.13 shares of our Convertible Preferred Stock, which is currently convertible into approximately 15,583,454 shares of our outstanding common stock or approximately 8% of Redwire's outstanding common stock assuming conversion of the Convertible Preferred Stock. The Convertible Preferred Stock votes with our common stock on an as-converted basis. Additionally, as of December 31, 2025, AEI owned 85,473,375 shares of our outstanding common stock and 2,000,000 of our private warrants and as of February 23, 2026, these amounts have reduced to 45,073,029 and 2,000,000, respectively. We have the option to issue dividends payable on the Convertible Preferred Stock by issuing additional shares of Convertible Preferred Stock in satisfaction of such dividend ("PIK Dividend") and in the future may satisfy any such dividends payable with respect to the Convertible Preferred Stock as PIK Dividends. As a result of the voting rights of the Convertible Stock and the degree of concentration of voting power (and the potential for such power to increase upon the purchase of additional stock and/or the payment of PIK Dividends), AEI has the ability to significantly influence the outcome of any matter submitted for the vote of the holders of our common stock, and as a result, your ability to elect members of our Board and influence our business and affairs, including any determinations with respect to mergers or other business combinations, the acquisition or disposition of assets, or the issuance of any additional common stock or other equity securities, is diminished. In addition, AEI has representation on the Board and has significant control over the management and affairs of the Company. AEI may nominate designees to our Board as noted above. Circumstances may occur in which the interests of AEI could conflict with the interests of holders of other outstanding capital stock, including our common stock. Additionally, as long as AEI continues to beneficially own at least 25% of the aggregate number of shares of Convertible Preferred Stock originally issued to them, we may not undertake certain actions without the prior approval of AEI. Prior to obtaining the approvals described by the foregoing, subject to certain exceptions, we must not: (1) create or authorize the creation of (including by increasing the authorized amount of) or issue any senior securities or parity securities or any securities convertible into or exercisable or exchangeable for any senior security or parity security, or amend or alter the Company's Certificate of Incorporation to increase the number of authorized shares of Convertible Preferred Stock, (2) reclassify or modify any existing class or series of equity securities in a manner that would result in such class or series of equity securities being senior to or on parity with the Convertible Preferred Stock, (3) issue any shares of Convertible Preferred Stock in excess of 10% of the number of shares of Convertible Preferred Stock initially purchased by certain Investors, (4) decrease the number of authorized shares of Convertible Preferred Stock, (5) alter, change or amend the terms, rights, preferences or privileges of the Convertible Preferred Stock in any manner, (6) amend, waive, alter or repeal any provision of the Company's Certificate of Incorporation, Bylaws or comparable organizational documents in a manner that would adversely affect the Convertible Preferred Stock or the rights, preferences or privileges of the Convertible Preferred Stock, (7) declare or pay a dividend or distribute cash or property through dividends or other distributions in respect of any junior securities, (8) redeem, purchase or otherwise acquire any junior securities, (9) create or hold any of the Company's capital stock in any subsidiary that is not a wholly-owned subsidiary or dispose of any subsidiary capital stock or all or substantially all of any subsidiary's assets, or (10) commence any voluntary liquidation, bankruptcy, dissolution, recapitalization, reorganization or assignment to the Company's creditors. These restrictions may hinder our ability to execute on our growth strategy or prevent us from implementing parts of our business plan. Further, from and after the seventh anniversary of the issuance of the Convertible Preferred Stock, for so long as AEI has record and beneficial ownership, in the aggregate and on an as-converted basis, at least equal to 50% of the number of shares of common stock issued to them, on an as-converted basis, as of the date of such issuance, AEI has the right to cause the Company to retain an investment banker to identify and advise the Company regarding opportunities for a company sale and participate on Company's behalf in negotiations for, and to assist the Company in conducting, such company sale. The interests of AEI to encourage a company sale could conflict with the interests of holders of other outstanding capital stock, including our common stock.

Certain rights of the holders of the Convertible Preferred Stock could make it more difficult or more expensive for a third party to acquire us. Holders of Convertible Preferred Stock have certain repurchase, preemptive, conversion and consent rights. These provisions may make it more costly for a potential acquirer to engage in a business combination transaction with us. If any of certain fundamental changes were to occur, we or the surviving entity would be required to make an offer to repurchase, at the option and election of the holders thereof, for cash each share of Convertible Preferred Stock then outstanding. The repurchase price of the Convertible Preferred Stock is equal to the greater of (a) (i) 100% of the applicable accrued value as of the repurchase date plus (ii) if prior to October 28, 2027, the aggregate amount of all dividends that would have been paid in respect of an outstanding share of such series of Convertible Preferred Stock from the repurchase date through October 28, 2027 and (b) the amount that such holder would have received in such fundamental change with respect to such share of Convertible Preferred Stock if all shares of Convertible Preferred Stock had been converted into shares of common stock on the business day immediately prior to the effective date of the relevant fundamental change. However, if in connection with a fundamental change the consideration received by holders of our common stock consists of cash and common stock meeting certain liquidity requirements of an issuer with a market capitalization greater than $600 million, then the repurchase price paid to the holders of Convertible Preferred Stock will consist of (a) cash in the amount of the applicable accrued value as of the repurchase date and (b) a number of shares of such common stock equal to the excess of the repurchase price such holder would have received in cash, as applicable, over such accrued value. These features of the Convertible Preferred Stock could increase the cost of acquiring us or otherwise discourage a third party from acquiring us or removing incumbent management. Provisions that have the effect of potentially discouraging, delaying or preventing such a transaction could limit the opportunity for our shareholders to receive a premium for their shares of our capital stock and could also affect the price that some investors are willing to pay for our capital stock.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, the holders of our Convertible Preferred Stock are entitled to receive certain payments (i) prior to any amounts paid to holders of our common stock and each other class or series of our capital stock now existing or hereafter authorized, the terms of which do not expressly provide that such class or series ranks either senior to, or on parity with, the Convertible Preferred Stock, and (ii) on parity with each other class or series of our capital stock established in the future, the terms of which expressly provide that such class or series ranks on a parity basis with the Convertible Preferred Stock. Therefore, in the event of our voluntary or involuntary liquidation, dissolution, or winding-up of our affairs, no distribution of our assets may be made to holders of our common stock until we have paid to holders of the Convertible Preferred Stock then outstanding the greater of (a) the greater of (i) two times the initial value of the shares of Convertible Preferred Stock and (ii) the accrued value of such shares of Convertible Preferred Stock as of the date of such liquidation and (b) the amount that such holder would have received with respect to such share of Convertible Preferred Stock based on its accrued value if all shares of Convertible Preferred Stock had been converted at their accrued value (regardless of whether they were actually converted and without regard to any limitations on convertibility or as to whether sufficient shares of common stock are available out of the Company's authorized but unissued stock for the purpose of effecting such conversion) into shares of common stock on the business day immediately prior to the liquidation. However, in the event of a bankruptcy, liquidation, dissolution, or winding-up of our affairs, our assets will be available to pay obligations on the Convertible Preferred Stock only after all of our secured and unsecured indebtedness has been paid. This could reduce the remaining amount of our assets, if any, available to distribute to holders of our capital stock. Our obligations to the holders of Convertible Preferred Stock could limit our ability to obtain additional financing or increase our borrowing costs, which could have an adverse effect on our financial condition. These preferential rights could also result in divergent interests between the holders of shares of our Convertible Preferred Stock and other holders of our capital stock.

As of December 31, 2025, there were 191,915,804 shares of our common stock outstanding. Substantially all of our issued and outstanding shares are freely transferable, except for any shares held by our "affiliates," as that term is defined in Rule 144 under the Securities Act. Future sales of our common stock may cause the market price of our securities to drop significantly, even if our business is doing well. We are party to the A&R Investor Rights Agreement, pursuant to which we filed a shelf registration statement registering the securities held by AEI, Genesis Park Holdings and the other parties thereto. Shareholders who are party to the A&R Investor Rights Agreement also have certain demand and "piggyback" registration rights with respect to the securities held by such parties. In addition, pursuant to the Registration Rights Agreements, dated October 28, 2022, by and among us and the Investors (the "Series A Registration Rights Agreement") and the Registration Rights Coordination Agreement, dated as of June 8, 2025, by and among the Company, BCC Redwire Aggregator, L.P. and AEI (the "Registration Rights Coordination Agreement"), we filed a shelf registration statement to permit the public resale of the shares of common stock underlying the parties' Convertible Preferred Stock, and each party also has additional demand and "piggyback" registration rights with respect to those shares. Given that the above described shelf registrations have been filed pursuant to the A&R Investor Rights Agreement, Series A Registration Rights Agreement and the Registration Rights Coordination Agreement and each has been declared effective, the parties whose shares have been registered pursuant thereto and currently hold beneficial ownership over such shares may sell large amounts of our common stock in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in our stock price or putting significant downward pressure on the price of our common stock. Sales of substantial amounts of our common stock in the public market or the perception that such sales will occur, could adversely affect the market price of our common stock and make it difficult for us to raise funds through securities offerings in the future.

Beginning with the year ended December 31, 2025, we began reporting as two separate segments. We have provided disclosures about our new segment reporting structure, but there is no guarantee that investors or the market will understand this change to our financial reporting. There is also no guarantee that this change will have the desired effect. Failure of investors or analysts to understand our revised segment reporting structure may negatively affect their ability to understand our business and operating results which could adversely affect our stock price. The Company reorganized its segment structure to align with the strategic offerings of each business segment and the way the Chief Operating Decision Maker ("CODM") assesses performance and makes capital allocation decisions. As a result, we identified two reporting segments, our Space segment and our Defense Tech segment. These changes and our diversified operations have placed, and may continue to place, significant demands on our management and our operational and financial infrastructure. For example, our portfolio review and cost reduction activities, among other activities, have placed and will continue to place significant demands on our management team. Managing these changes has required, and may continue to require, significant expenditures and allocation of valuable management resources. If we fail to achieve the necessary level of efficiency in our organization as it changes, our business, financial condition and results of operations could be adversely impacted.

The Company's common stock is listed on the NYSE under the symbol "RDW". The price of our common stock may be adversely affected due to, among other things, our financial results and market conditions. There can be no assurance that we will continue to remain in compliance with the NYSE's minimum price rule for our common stock or that we will remain in compliance with any of the other applicable continued listing standards of the NYSE. Any failure to remain in compliance with the NYSE's continued listing standards, and any subsequent failure to timely resume compliance with the NYSE's continued listing standards within the applicable cure period, could have adverse consequences including, among others, reducing the number of investors willing to hold or acquire our common stock, reducing the liquidity and market price of our common stock, adverse publicity and a reduced interest in us from investors, analysts and other market participants. In addition, a suspension or delisting could impair our ability to raise additional capital through the public markets and our ability to attract and retain employees by means of equity compensation.

We may issue additional shares of common stock or other equity securities in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or grants under the Redwire Corporation 2021 Omnibus Incentive Plan without shareholder approval in a number of circumstances. Our issuance of additional common stock or other equity securities of equal or senior rank would have the following effects: - our existing shareholders' proportionate ownership interest will decrease;- the amount of cash available per share, including for payment of dividends in the future, may decrease;- the relative voting strength of each previously outstanding share of common stock may be diminished; and - the market price of our common stock may decline.