Form 8-K Firefly Aerospace Inc. For: May 28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On May 28, 2026, Firefly Aerospace Inc. (the “Company”) priced the previously announced offering (the “Offering”) of its common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $48.00 per share (the “Offering Price”), pursuant to the Company’s registration statement on Form S-1 (File No. 333-296233) (the “Registration Statement”). On May 28, 2026, in connection with the pricing of the Offering, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto (collectively, the “Underwriters”), and the selling stockholders listed on Schedule II thereto (the “Selling Stockholders”), pursuant to which the Company agreed to offer and sell 4,000,000 shares of Common Stock and the Selling Stockholders agreed to sell 8,000,000 shares of Common Stock at the Offering Price. The Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 1,800,000 shares of Common Stock. The Offering closed and the shares were delivered on June 1, 2026. The material terms of the Offering are described in the prospectus, dated May 28, 2026, filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) on June 1, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The Offering is registered with the Commission pursuant to the Registration Statement.
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholders have agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act. This description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is incorporated by reference into this Item 1.01.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description | |
| 1.1 | Underwriting Agreement, dated as of May 28, 2026, by and among Firefly Aerospace Inc., the selling stockholders listed on Schedule II thereto and Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Jefferies LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| FIREFLY AEROSPACE INC. | ||||||
| Date: June 2, 2026 | By: | /s/ Darren Ma | ||||
| Darren Ma | ||||||
| Chief Financial Officer | ||||||
ATTACHMENTS / EXHIBITS
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