Redwire Corp
For the period ended Dec 31, 2025. Filed Feb 27, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 27, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors
Redwire Corporation:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Redwire Corporation and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), changes in equity (deficit), and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 27, 2026 expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Estimates used to recognize revenue for select long-term contracts
As discussed in Notes B and P to the consolidated financial statements, the Company engages in long-term contracts for production and service activities and recognizes revenue for performance obligations over time, using a cost-to-cost measure of progress for firm fixed-price contracts (“FFP”). Under the cost-to-cost method, revenue is recognized based on the proportion of total costs incurred to total estimated costs-at-completion.
For a select group of FFP contracts, we identified the assessment of the estimated amount of costs to complete the contract, that is an input into the amount of revenue recognized during the period, as a critical audit matter. The estimated amount of costs to complete includes estimated costs such as labor hours, the cost of materials for the work to be performed, and sub-contractor services and materials. The evaluation of these assumptions used to recognize revenue for the select group of long-term contracts requires a high level of subjective auditor judgment due to the nature of the individual contracts and related contract performance risks. Specifically, changes to these assumptions may have had a significant impact on the revenue recorded during the period.
The following are the primary procedures we performed to address this critical audit matter. Based on the nature of the individual contract, we evaluated certain cost assumptions by:
comparison of the Company’s historical estimates of costs to actual costs incurred to assess the Company’s ability to estimate accurately
reading the underlying contract and any related amendments to obtain an understanding of the contractual requirements and related performance obligations
assessing costs incurred to date and the relative progress toward satisfying the performance obligation(s) of the contract
assessing, if relevant, the estimated costs at completion by considering similar or predecessor contracts and programs
inquiring of financial and operational personnel of the Company to identify factors that should be considered within the estimated costs at completion or indications of potential management bias
inspecting correspondence, if any, between the Company and the customer regarding actual to date and expected performance
analyzing the sufficiency of the Company’s assessment of contract performance risks included within the estimated costs at completion.
Fair value of intangible assets acquired in a business combination
As discussed in Note C to the consolidated financial statements, on June 13, 2025, the Company closed its acquisition of Redwire Defense Tech Intermediate Holdings, LLC (formerly known as Edge Autonomy Intermediate Holdings, LLC). Pursuant to the merger agreement, the Company acquired 100% of Redwire Defense Tech Intermediate Holdings, LLC equity for total consideration of $160.0 million in cash and the issuance of 49,764,847 shares of the Company’s common stock. The Company accounted for the acquisition as a business combination by applying the acquisition method of accounting. Accordingly, the purchase price was allocated to the fair value of the assets acquired and liabilities assumed, resulting in the recognition of intangible assets for developed technology of $264.8 million, customer relationships of $15.4 million, trade name and trademark of $17.9 million and goodwill of $721.3 million. The fair value of the acquired developed technology and trade name and trademark was estimated using the relief from royalty method. The fair value of the acquired customer relationships was estimated using the multi-period excess earnings method.
We identified the assessment of the acquisition-date fair value of the developed technology, customer relationships and trade name and trademark intangible assets as a critical audit matter. The evaluation of certain assumptions used to estimate the fair value of these acquired intangible assets involved a higher degree of subjective auditor judgment and specialized skills and knowledge. Specifically, significant assumptions used to estimate the fair value of the acquired developed technology and trade name and trademark included the estimate of the amount and timing of expected future revenue, discount rates and expected royalty rates. The significant assumptions used to estimate fair value of acquired customer relationships included amount and timing of expected future revenue and discount rates. Changes to those significant assumptions could have had an impact on the determination of the fair value of the acquired intangible assets.
The following are the primary procedures we performed to address this critical audit matter. We evaluated the Company’s methodology to develop the fair values of the acquired developed technology, customer relationships and trade name and trademark. We performed sensitivity analyses over the Company’s amount and timing of expected future revenue, discount rates, and expected royalty rates to evaluate the impact of changes in those assumptions on the Company’s determination of fair values. We compared the amount and timing of expected future revenue used within the valuation model to the Company’s underlying business strategies and growth plans. We involved valuation professionals with specialized skills and knowledge, who assisted in:
evaluating the Company’s amount and timing of expected future revenue by comparing the projected revenues used within the valuation model to applicable industry forecasted long-term revenue growth rates
evaluating the Company’s discount rates by comparing them to ranges of discount rates that were independently developed using publicly available market data for comparable companies
evaluating the Company’s expected royalty rates by comparing them to ranges of royalty rates independently developed using market data for comparable license agreements.
/s/KPMG LLP
We have served as the Company’s auditor since 2023.
Houston, Texas
February 27, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.