Firefly Aerospace Inc.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

The following sets forth information regarding all unregistered securities we have issued in the quarter ended June 30, 2025. Unless stated otherwise, the sale of the securities listed below were deemed to be exempt from registration pursuant to Section 4(a)(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, as transactions by an issuer not involving a public offering.

Series D Preferred Stock

In the second quarter of 2025, we issued and sold an aggregate of 3.5 million shares of our Series D-1 Preferred Stock in a series of private placements, at a purchase price of $16.9213 per share, for aggregate cash proceeds of $60.0 million to two accredited investors.

In the second quarter of 2025, we issued and sold an aggregate of 0.6 million shares of our Series D-3 Preferred Stock in a private placement, at a purchase price of $18.1504 per share, for aggregate cash proceeds of $10.0 million to one accredited investor.

Use of Proceeds from Registered Securities

On August 8, 2025, we completed an IPO of 22.2 million shares of our common stock, including the fully exercised over-allotment option of 2.9 million shares granted to the several underwriters, at a public offering price of $45.00 per share, for an aggregate offering price of $998.6 million. We received net proceeds of $933.1 million, net of $57.4 million of underwriting discounts and commissions and $8.1 million of offering costs. The offer and sale of all of the shares in the IPO were registered under Securities Act pursuant to the Company’s Registration Statement and the Company’s Registration Statement on Form S-1MEF (File No. 333-289335), which was declared effective immediately upon filing on August 6, 2025.

The representatives of the several underwriters of the IPO were Goldman Sachs & Co. LLC, J.P Morgan Securities LLC, Jefferies LLC and Wells Fargo Securities, LLC. The offering commenced on August 6, 2025 and did not terminate before all of the shares registered pursuant to the registration statement were sold.

The proceeds from the IPO were used to repay $148.1 million of outstanding borrowings under the Credit Agreement, together with the specified prepayment premium of $11.4 million and accrued interest, and to pay the IPO Closing Preferred Stock Dividend in an aggregate amount of $5.0 million in cash, with the balance being used for general corporate and working capital purposes.