Redwire (RDW) Proxy Filing summary

Executive summary

• Redwire signed a definitive agreement to acquire Edge Autonomy for $925 million, paid as $150 million in cash and $775 million in Redwire common stock, subject to customary adjustments and regulatory approvals.

• The acquisition is expected to close in Q2 2025 and will transform Redwire into a global leader in multi-domain autonomous technology, expanding its portfolio to include combat-proven airborne platforms.

• The transaction is forecasted to be immediately accretive to revenue, Adjusted EBITDA, and Free Cash Flow, with combined 2025 revenues projected at $535–$605 million and Adjusted EBITDA at $70–$105 million.

• Edge Autonomy brings over three decades of experience in uncrewed aircraft, advanced optics, and resilient energy solutions, with products sold in nearly 80 countries and a global workforce of 600+ employees.

• The combined company aims to deliver integrated, end-to-end multi-domain solutions for defense and national security customers worldwide.

Voting matters and shareholder proposals

• The transaction requires approval by a majority of Redwire’s outstanding voting power not held by AE Industrial Partners (AEI), with AEI, Genesis Park, and Bain Capital affiliates already committed to vote in favor, representing about 73% of voting power.

• A special committee of independent directors approved the transaction, and a proxy statement will be filed for a special shareholder meeting.

Board of directors and corporate governance

• At closing, an amended investor rights agreement will allow AEI to designate four directors and the Seller to designate one director, with reductions as their holdings decrease.

• AEI and Seller are restricted from selling Redwire shares for six months post-closing, with certain exceptions.