[SCHEDULE 13D/A] Redwire Corporation SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Bain Capital Credit Member, LLC and BCC Redwire Aggregator, L.P. filed Amendment No. 6 to their Schedule 13D on 21 Jul 2025 covering Redwire Corp. (RDW).

The reporting persons now beneficially own 19,747,138 common shares (via 60,228.77 Series A Convertible Preferred shares) representing 12.1 % of outstanding stock. Voting and dispositive power are shared; they hold no sole power.
Under the Registration Rights Coordination Agreement (RRCA) dated 8 Jun 2025, Redwire was required to repurchase 432.76 preferred shares from the group after underwriters partially exercised a 600,100-share greenshoe tied to Redwire鈥檚 June 2025 equity offering.
The conversion blocker that had previously capped ownership at 20.4 % is no longer in effect, making the entire preferred stake immediately convertible.

No other transactions in RDW common shares were effected in the last 60 days beyond those described above. The filing does not alter Redwire鈥檚 operations, but it clarifies the investors鈥� current equity position and the mechanics governing future conversions or redemptions of the preferred stock.

Positive

Preferred share repurchase of 432.76 units modestly reduces potential dilution.
Clear disclosure of ownership (12.1 %) and removal of conversion blocker provides investors transparency.

Negative

Up to 19.7 M new shares can be issued at Bain Capital鈥檚 discretion, posing dilution risk.
Shared voting control by a single investor group could influence corporate actions.

Insights

TL;DR: Bain Capital now controls 12.1 % of RDW, full convertibility unlocked; minor share repurchase slightly trims preferred stake.

The amendment confirms Bain Capital鈥檚 continued strategic position in Redwire, with 19.7 M shares issuable upon conversion. The RRCA-driven repurchase of 432.76 preferred shares marginally reduces potential dilution (<1 %) but keeps Bain above the 10 % reporting threshold. Removal of the conversion blocker increases near-term float risk should the group elect to convert, yet also signals confidence in liquidity provisions that enabled the greenshoe. Overall impact on valuation is neutral; no cash flow, earnings or governance changes were disclosed.

TL;DR: Full convertibility raises dilution overhang, but repurchase shows issuer鈥檚 capacity to manage obligations.

Investors should monitor two risks: (1) up to 19.7 M additional shares can hit the market whenever Bain Capital chooses to convert, capping upside until absorbed; (2) future greenshoe or secondary offerings may trigger more preferred redemptions. Mitigating factors include RRCA lock-up provisions and coordinated notice periods, giving the market lead time. Without immediate conversion intent, I classify the filing as informational with limited share-price impact.

07/21/2025 - 07:37 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Redwire Corp

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

75776W103

(CUSIP Number)

Bain Capital Credit Member LLC
200 Clarendon Street,
Boston, MA, 02116
617-516-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/17/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 搂搂 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No.

75776W103

Name of reporting person

Bain Capital Credit Member, LLC

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,747,138.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,747,138.00

Aggregate amount beneficially owned by each reporting person

19,747,138.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Percent of class represented by amount in Row (11)

12.1 %

Type of Reporting Person (See Instructions)

SCHEDULE 13D

CUSIP No.

75776W103

Name of reporting person

BCC Redwire Aggregator, L.P.

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

SEC use only

Source of funds (See Instructions)

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 19,747,138.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 19,747,138.00

Aggregate amount beneficially owned by each reporting person

19,747,138.00

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

Percent of class represented by amount in Row (11)

12.1 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person:

*The shares of common stock of Redwire Corporation, par value $0.0001 per share ("Common Stock") shown in Item 11 of each cover page above are initially issuable upon conversion of approximately 60,228.77 shares of Series A Convertible Preferred Stock of Redwire Corporation, a Delaware corporation ("Issuer"), par value $0.0001 per share ("Convertible Preferred Stock"). BCC Redwire Aggregator, L.P. ("BCCR") is the record owner of these shares of Convertible Preferred Stock. ** For purposes of calculating beneficial ownership, the total number of shares of outstanding Common Stock is 143,175,792 as of June 18, 2025, of which (i) 77,285,845 were outstanding on June 13, 2025, as set forth in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) on June 17, 2025, (ii) approximately 49,764,847 were issued on June 13, 2025, as set forth in the Issuer's Form 8-K filed on June 13, 2025, (iii) 15,525,000 were issued on June 18, 2025, as set forth in the Issuer's Form 8-K filed on June 18, 2025, and (iv) 600,100 were issued following the election of the underwriters to partially exercise their over-allotment option under the RRCA (as defined below), and as such outstanding amount is increased by the 19,747,138 shares of Common Stock issuable upon the conversion of the 60,228.77 shares of Convertible Preferred Stock beneficially owned by the Reporting Persons (as defined below).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.0001 per share

(b)

Name of Issuer:

Redwire Corp

(c)

Address of Issuer's Principal Executive Offices:

8226 PHILIPS HIGHWAY, SUITE 101, JACKSONVILLE, FLORIDA , 32256.

Item 1 Comment:

This Amendment No. 6 (this "Sixth Amendment") amends the Schedule 13D filed with the U.S. Securities and Exchange Commission on November 10, 2022, as amended by Amendment No. 1 filed on December 5, 2022, as further amended by Amendment No. 2, filed on January 22, 2025, as further amended by Amendment No. 3, filed on June 10, 2025 (the "Third Amendment"), as further amended by Amendment No. 4, filed on June 17, 2025 (the "Fourth Amendment"), and as further amended by Amendment No. 5, filed on June 23, 2025 (the "Fifth Amendment") (as amended by this Sixth Amendment, this "Schedule 13D") on behalf of Bain Capital Credit Member, LLC and BCCR (collectively, the "Reporting Persons").

Item 4.

Purpose of Transaction

Redemption of Convertible Preferred Stock Pursuant to the terms of that certain Registration Rights Coordination Agreement, dated June 8, 2025, by and among the Issuer, the Reporting Persons, AE Industrial Partners Fund II, L.P. and AE Industrial Partners Structured Solutions I, L.P. (the "RRCA"), on June 18, 2025, the Reporting Persons provided notice to the Issuer of their election to receive the Repurchase Proceeds (as defined in the RRCA) in connection with the underwriters' election to partially exercise their over-allotment option in respect of 600,100 shares of Common Stock relating to the Issuer's offering of Common Stock pursuant to the Issuer's final prospectus supplement dated June 16, 2025, which constituted an "Offering" under the RRCA. Pursuant to the RRCA, the Issuer was obligated to repurchase 432.76 shares of Convertible Preferred Stock from the Reporting Persons on the terms set forth in the RRCA. The Issuer agreed to notify the Reporting Persons in writing if there is an exercise of the greenshoe option in connection with the Offering, after which the Reporting Persons will, pursuant to the RRCA, have five business days to exercise their rights with respect to those incremental net proceeds. The foregoing description of the RRCA does not purport to be complete and is qualified in its entirety by reference to the full text of the RRCA, a copy of which is filed as Exhibit A, and is incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer

(a)

Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety: The information set forth in Items 2, 3 and 4 are hereby incorporated by reference into this Item 5(a). The percentage of the Issuer's outstanding shares of Common Stock beneficially owned by the Reporting Persons is based on 143,175,192 shares of Common Stock outstanding as of June 18, 2025, of which (i) 77,285,845 were outstanding on June 13, 2025, as set forth in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) on June 17, 2025, (ii) approximately 49,764,847 were issued on June 13, 2025, as set forth in the Issuer's Form 8-K filed on June 13, 2025, (iii) 15,525,000 were issued on June 18, 2025, as set forth in the Issuer's Form 8-K filed on June 18, 2025, and (iv) 600,100 were issued following the election of the underwriters to partially exercise their over-allotment option under the RRCA, and as such outstanding amount is increased by the 19,747,138 shares of Common Stock issuable upon the conversion of the 60,228.77 shares of Convertible Preferred Stock held by the Reporting Persons. As of the date hereof, BCCR beneficially owned approximately 60,228.77 shares of Convertible Preferred Stock. Pursuant to the terms of the Certificate of Designation filed with the Delaware Secretary of State and effective October 28, 2022, as of the date hereof, such shares were convertible into approximately 19,747,138 shares of Common Stock, which amount is no longer subject to the previously disclosed conversion blocker which limited beneficial ownership of the Reporting Persons to 20.4%. As a result of the foregoing and the relationships described in Item 2(a) of this Schedule 13D, the Reporting Persons may be deemed to beneficially own in the aggregate 19,747,138 shares of Common Stock, which constitutes approximately 12.1% of the outstanding Common Stock of the Issuer.

(b)

Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety: The information set forth in Item 5(a) is hereby incorporated by reference into this Item 5(b).

(c)

Item 5(c) of the Schedule 13D is hereby amended and supplemented by adding the following information. Other than as disclosed in Item 4 of this Sixth Amendment, Item 4 of the Fifth Amendment, Item 4 of the Fourth Amendment and Item 4 of the Third Amendment, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days of this Sixth Amendment.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

The information set forth in Item 4 is hereby incorporated by reference into this Item 6.

Item 7.

Material to be Filed as Exhibits.

Exhibit A Registration Rights Coordination Agreement, dated as of June 8, 2025, by and among Redwire Corporation, BCC Redwire Aggregator, L.P., AE Industrial Partners Fund II, L.P., and AE Industrial Partners Structured Solutions I, L.P. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K filed with the SEC by the Issuer on June 9, 2025). Exhibit B Form of Lock-Up Agreement, as Exhibit A to the Underwriting Agreement, dated as of June 16, 2025, by and among Redwire Corporation, J.P. Morgan Securities LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (incorporated by reference to Exhibit 1.1 to the current report on Form 8-K filed with the SEC by the Issuer on June 18, 2025).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Bain Capital Credit Member, LLC

Signature:	/s/ Adriana Rojas Garzon
Name/Title:	Adriana Rojas Garzon/Associate General Counsel, Capital Markets
Date:	07/21/2025

BCC Redwire Aggregator, L.P.

Signature:	/s/ Adriana Rojas Garzon
Name/Title:	Adriana Rojas Garzon/Associate General Counsel, Capital Markets
Date:	07/21/2025

Source:

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