This prospectus supplement updates the prospectus dated December 19, 2025, with information from the Current Report on Form 8-K filed on March 3, 2026. It relates to the offer and sale of up to 11,111,116 shares of Common Stock by selling securityholders of Firefly Aerospace Inc. as consideration for their acquisition of SciTec Innovations, LLC. The Common Stock is listed on the Nasdaq Global Market under the symbol "FLY," with a closing price of $20.92 per share on March 2, 2026. Investing in the Common Stock involves risks, as detailed in the "Risk Factors" section of the prospectus.
The Current Report on Form 8-K filed on February 25, 2026, announces the adoption and approval of the Firefly Aerospace Inc. Executive Severance Plan by the Compensation Committee of the Board of Directors. The Plan provides severance payments and benefits to eligible officers and management employees in the event of termination without "Cause" or resignation for "Good Reason," provided they have completed at least one full year of continuous service. The Plan includes:
- A lump sum payment equal to the executive officer's annual base salary (or two times for the CEO during a Change in Control Protection Period).
- A bonus payment equal to the target annual bonus in effect for the year of termination.
- A lump sum amount for the difference between COBRA healthcare costs and employee contributions, up to one year (or two years for the CEO during a Change in Control Protection Period).
The Plan also provides for lump sum payments in the event of death or "Disability," including annual base salary and prorated target annual bonus, along with COBRA benefits for one year. Equity awards vesting outside a Change in Control Protection Period will accelerate, while those during or upon death will vest immediately. Severance payments are generally subject to a general release of claims, and the Plan does not include tax "gross-up" provisions. Payments subject to Section 280G excise tax will be adjusted to avoid or fully compensate for the tax, whichever benefits the participant.
The executive severance plan is summarized in Exhibit 10.1, attached hereto and incorporated by reference.
