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  4. [8-K] Applied Aerospace & Defense, Inc. Reports Material Event

Applied Aerospace & Defense (NYSE: AADX) details major IPO and new plans

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Applied Aerospace & Defense, Inc. completed its initial public offering of 32,500,000 shares of common stock at $20.00 per share under an underwriting agreement with major investment banks. The underwriters also received a 30-day option to buy up to 4,875,000 additional shares.

In connection with the IPO, the company put key governance and compensation structures in place, including new indemnification agreements for directors and officers, a 2026 Omnibus Incentive Plan, and a 2026 Employee Stock Purchase Plan. It also adopted a second amended and restated certificate of incorporation and amended and restated bylaws.

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Insights

Applied Aerospace & Defense completed a sizable IPO and aligned its governance and incentive structures with public-company status.

Applied Aerospace & Defense, Inc. entered an underwriting agreement for an IPO of 32,500,000 common shares at $20.00 per share, with underwriters holding a 30-day option for up to 4,875,000 additional shares. The deal is backed by major banks, including Morgan Stanley, Jefferies, BofA Securities, and RBC Capital Markets.

The company also executed a Registration Rights Agreement and Stockholders Agreement with AA&D Holdings, LP, setting post-IPO shareholder arrangements. New indemnification agreements give directors and officers broad protection under Delaware law, which is standard for newly public companies and can help attract and retain leadership.

Adoption of the 2026 Omnibus Incentive Plan and 2026 Employee Stock Purchase Plan provides equity-based compensation tools that tie employees’ interests to shareholders. The second amended and restated certificate of incorporation and amended and restated bylaws, effective on June 2, 2026, define voting rights and corporate governance terms for the post-IPO capital structure.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
IPO shares 32,500,000 shares Firm Shares of common stock in IPO
IPO price $20.00 per share Public offering price for common stock
Underwriters’ option 4,875,000 shares 30-day option for additional shares
Certificate effective date June 2, 2026 Second amended and restated certificate of incorporation effective date
Bylaws effective date June 2, 2026 Amended and restated bylaws effective date
Registration Rights Agreement date June 4, 2026 Agreement with AA&D Holdings, LP
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Registration Rights Agreement financial
"Registration Rights Agreement, dated as of June 4, 2026, by and between the Company and AA&D Holdings, LP."
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Omnibus Incentive Plan financial
"the Company adopted the 2026 Omnibus Incentive Plan (the “Omnibus Plan”)"
An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.
Employee Stock Purchase Plan financial
"the 2026 Employee Stock Purchase Plan (the “ESPP”)"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
indemnification agreements regulatory
"the Company entered into indemnification agreements with each of its directors and executive officers."
Indemnification agreements are contracts in which one party agrees to pay for losses, legal costs, or damages another party might face — like a friend promising to cover repair bills if their dog breaks your window. For investors, these agreements matter because they determine who ultimately bears financial and legal risk, affecting a company’s potential liabilities, cash flow needs, and the willingness of executives or partners to take on roles or deals.
Second Amended and Restated Certificate of Incorporation regulatory
"filed a second amended and restated certificate of incorporation (the “Certificate of Incorporation”)"
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--12-31 false 0002118195 0002118195 2026-06-02 2026-06-02
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2026

 

 

Applied Aerospace & Defense, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-43323   92-0890338

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

355 Quality Circle NW

Huntsville, Alabama

   35806
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (202) 983 3291

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common stock, par value $0.01 per share   AADX   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 

Item 1.01

Entry into a Material Definitive Agreement.

On June 2, 2026, Applied Aerospace & Defense, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Jefferies LLC, BofA Securities, Inc. and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the initial public offering (the “IPO”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Underwriting Agreement provides for the offer and sale by the Company of 32,500,000 shares of Common Stock (the “Firm Shares”) at a public offering price of $20.00 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 4,875,000 shares of Common Stock. On June 4, 2026, the IPO closed and the Firm Shares were delivered. The material terms of the Underwriting Agreement are described in the prospectus, dated June 2, 2026 (the “Prospectus”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on June 3, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The IPO is registered with the Commission pursuant to the Company’s Registration Statement on Form S-1, as amended (File No. 333-295691).

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has 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.

In connection with the consummation of the IPO, the Company entered into the following additional agreements:

 

  •  

the Registration Rights Agreement, dated as of June 4, 2026, by and between the Company and AA&D Holdings, LP, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein; and

 

  •  

the Stockholders Agreement, dated as of June 4, 2026, by and between the Company and AA&D Holdings, LP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Descriptions of these agreements are contained in the Prospectus in the section entitled “Certain Relationships and Related Party Transactions” and are incorporated by reference into this Item 1.01. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of each of the agreements attached hereto as Exhibits 4.1 and 10.1, which are incorporated by reference into this Item 1.01.

 

Item 3.03

Material Modification to Rights of Security Holders.

The information provided in Item 1.01 regarding the Registration Rights Agreement and in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On or around June 4, 2026, in connection with the IPO, the Company entered into indemnification agreements with each of its directors and executive officers. These agreements provide the Company’s directors and executive officers with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under the Delaware General Corporation Law. These indemnification rights are not exclusive of any other right that an indemnified person may have or hereafter acquire under any statute, provision of the Company’s Certificate of Incorporation or Bylaws (each as defined below), any agreement, or vote of stockholders or disinterested directors or otherwise. This description of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the form of indemnification agreement attached hereto as Exhibit 10.2, which is incorporated by reference into this Item 5.02.

 

Additionally, on June 4, 2026 and in connection with the IPO, the Company adopted the 2026 Omnibus Incentive Plan (the “Omnibus Plan”) and the 2026 Employee Stock Purchase Plan (the “ESPP”). Descriptions of the Omnibus Plan and the ESPP are contained in the Prospectus in the section entitled “Executive Compensation-Actions Taken in Connection with this Offering” and are incorporated by reference into this Item 5.02. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Omnibus Plan and the ESPP attached hereto as Exhibits 10.3 and 10.4, which are incorporated by reference into this Item 5.02.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 2, 2026, the Company filed a second amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware and adopted an amended and restated bylaws (the “Bylaws”), each of which became effective on June 2, 2026. A description of the Certificate of Incorporation and the Bylaws is contained in the Prospectus in the section entitled “Description of Capital Stock” and is incorporated by reference into this Item 5.03. Such description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Incorporation attached hereto as Exhibit 3.1 and the full text of the Bylaws attached hereto as Exhibit 3.2, both of which are incorporated by reference into this Item 5.03.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

   

Description

 1.1    Underwriting Agreement, dated as of June 2, 2026, by and among the Company and Morgan Stanley & Co. LLC, Jefferies LLC, BofA Securities, Inc. and RBC Capital Markets, LLC, as representatives for the several underwriters named in Schedule I thereto.
 3.1    Second Amended and Restated Certificate of Incorporation of Applied Aerospace & Defense, Inc.
 3.2    Amended and Restated Bylaws of Applied Aerospace & Defense, Inc.
 4.1    Registration Rights Agreement, dated as of June 4, 2026, by and between the Company and AA&D Holdings, LP.
10.1    Stockholders Agreement, dated as of June 4, 2026 by and between the Company and AA&D Holdings, LP.
10.2    Form of Indemnification Agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed with the Commission on May 8, 2026).
10.3    Applied Aerospace & Defense, Inc. 2026 Omnibus Incentive Plan.
10.4    Applied Aerospace & Defense, Inc. 2026 Employee Stock Purchase Plan.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

SIGNATURE

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.

 

Date: June 4, 2026   Applied Aerospace & Defense, Inc.
    By:  

/s/ James William Ferguson, III

    Name:   James William Ferguson, III
    Title:   Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What are the key terms of Applied Aerospace & Defense (AADX) IPO?

Applied Aerospace & Defense’s IPO involves 32,500,000 shares of common stock at $20.00 per share. Underwriters also hold a 30-day option to buy up to 4,875,000 additional shares, potentially increasing the overall size of the offering if exercised.

Which banks underwrote the Applied Aerospace & Defense (AADX) IPO?

The IPO is underwritten by Morgan Stanley & Co. LLC, Jefferies LLC, BofA Securities, Inc., and RBC Capital Markets, LLC, acting as representatives of several underwriters. Their involvement helps distribute the offering and support the initial public market debut.

What governance changes did Applied Aerospace & Defense (AADX) adopt for its IPO?

On June 2, 2026, the company filed a second amended and restated certificate of incorporation and adopted amended and restated bylaws. These documents, effective the same day, set the capital structure and governance framework appropriate for a newly public Delaware corporation.

What executive and director protections did AADX implement with its IPO?

Around June 4, 2026, the company entered indemnification agreements with each director and executive officer. These agreements provide contractual rights to indemnification, expense advancement, and reimbursement to the fullest extent permitted by Delaware law, supplementing protections in charter documents.

What equity compensation plans did Applied Aerospace & Defense (AADX) adopt?

On June 4, 2026, Applied Aerospace & Defense adopted its 2026 Omnibus Incentive Plan and 2026 Employee Stock Purchase Plan. These plans support equity and stock purchase awards, aligning employee and executive incentives with shareholder interests after the IPO.

What agreements did AADX enter with AA&D Holdings, LP in connection with the IPO?

The company executed a Registration Rights Agreement and a Stockholders Agreement with AA&D Holdings, LP on June 4, 2026. These agreements address registration rights and governance or ownership arrangements for that key stockholder following the IPO.

Filing Exhibits & Attachments

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