Firefly Aerospace (Nasdaq: FLY), a market leading space and defense technology company, today joined the Russell 2000® Index, as published by the FTSE Russell.Firefly was one of 18 companies selected for addition to the Russell 2000® in December. Membership in the Russell 2000® Index also triggered the company’s addition to the broad-market Russell 3000® Index.Russell indexes are widely used by investment managers and institutional investors as benchmarks for investment strategies. The market capitalization-based indexes are part of FTSE Russell, a global index provider that offers a broad range of market indexes to measure the performance of different segments of the global financial markets.
This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) of up to 11,111,116 shares of Common Stock, par value $0.0001 per share (the “Common Stock”) of Firefly Aerospace Inc. (“Firefly Aerospace”) that were received by such Selling Securityholders as consideration in connection with Firefly Aerospace’s acquisition (the “Acquisition”) of SciTec Innovations, LLC, a Delaware limited liability company. In connection with the Acquisition, the Common Stock acquired by the Selling Securityholderswas valued at $555.6 million based on a price of $50.00 per share of Common Stock.We will not receive any proceeds from the sale of shares of Common Stock by the Selling Securityholders pursuant to this prospectus. However, we will pay the expenses, other than underwriting discounts and commissions and certain expenses incurred by the Selling Securityholders in connection with the registration of the Common Stock.We are registering the offer and sale of certain securities described above to satisfy certain registration rights we have granted. Our registration of the securities covered by this prospectus does not mean that the Selling Securityholders will offer or sell, any of the securities. The Selling Securityholders and any of their permitted transferees may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. In connection with the Acquisition, the Selling Securityholders have agreed not to transfer, sell, pledge, distribute or otherwise dispose of the Common Stock received in the Acquisition, or enter into any other arrangement that transfers to another person any of the economic consequences of ownership of such shares, until February 7, 2026. Additional information on the Selling Securityholders, and the times and manner in which they may offer and sell the securities under this prospectus, is provided under “Selling Securityholders” and “Plan of Distribution” in this prospectus.You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities.Our Common Stock is listed on the Nasdaq Global Market under the symbol “FLY”. On December 18, 2025, the closing price of our Common Stock was $20.07 per share.We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and have elected to comply with certain reduced public company reporting requirements. See “Risk Factors” and “Prospectus Summary—Implications of Being an Emerging Growth Company.”
