AEVEX Corp (NYSE: AVEX) completes IPO and adopts new governance

Rhea-AI Filing Summary

AEVEX Corp. completed its initial public offering of Class A common stock, issuing 16,000,000 firm shares plus 2,400,000 option shares at $20.00 per share. The underwriters fully exercised their 30‑day option, and the offering closed on April 20, 2026.

In connection with the IPO, AEVEX issued 63,297,524 shares of Class B common stock to ATS Investment Holdings, LLC in a private placement relying on Section 4(a)(2) and Rule 506. The company also appointed five new directors, adopted a 2026 omnibus incentive plan, entered indemnification agreements with directors and officers, and put amended and restated charter and bylaws into effect.

Positive

• Completion of IPO – AEVEX Corp. successfully priced and closed its initial public offering of 18,400,000 Class A shares at $20.00 per share, with full exercise of the underwriters’ option, establishing a public equity base and broader market access.

Negative

• None.

Insights

Equity capital markets analyst

AEVEX’s IPO establishes its public equity base and governance structure.

AEVEX Corp. priced and closed an IPO of 18,400,000 Class A shares at $20.00 per share, with underwriters fully exercising their overallotment option. This is a primary issuance, expanding the company’s public float and access to equity capital.

The simultaneous issuance of 63,297,524 Class B shares to ATS Investment Holdings, LLC and the Tax Receivable and Exchange Agreements point to an "Up‑C" style structure, where legacy owners retain a separate equity class and tax attributes. Control and economic rights will follow the detailed terms described in the prospectus.

New independent directors, indemnification agreements, the 2026 Omnibus Incentive Plan, and amended charter and bylaws collectively set the long‑term governance and compensation framework effective around April 17–20, 2026. Subsequent disclosures will clarify how these structures influence dilution, voting power, and future equity awards.

8-K Event Classification

6 items: 1.01, 3.02, 3.03, 5.02, 5.03, 9.01

6 items

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 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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.

Key Figures

Firm IPO shares: 16,000,000 shares Underwriters’ option shares: 2,400,000 shares IPO price: $20.00 per share +4 more

7 metrics

Firm IPO shares 16,000,000 shares Class A common stock offered in IPO

Underwriters’ option shares 2,400,000 shares Additional Class A shares under 30-day option, fully exercised

IPO price $20.00 per share Public offering price for Class A common stock

Class B shares issued 63,297,524 shares Class B common stock issued to ATS Investment Holdings, LLC

Registration statement form Form S-1, File No. 333-294524 Covers the IPO registered with the SEC

Underwriting agreement date April 16, 2026 Date AEVEX entered IPO underwriting agreement

IPO closing date April 20, 2026 Date Firm and Option Shares were delivered

Key Terms

Underwriting Agreement, Tax Receivable Agreement, Registration Rights Agreement, Omnibus Incentive Plan, +2 more

6 terms

Underwriting Agreement financial

"entered into an underwriting agreement (the “Underwriting Agreement”) with Athena Technology Solutions Holdings"

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.

Tax Receivable Agreement financial

"Tax Receivable Agreement, dated as of April 16, 2026, by and among the Company and the TRA Parties"

A contract in which a company agrees to pay a specified party (often former owners after a spinoff or IPO) a share of future tax savings the company realizes. Think of it like agreeing to share a future tax refund with someone who helped create the conditions for that refund. For investors it matters because those payments reduce the cash the company can use for dividends, buybacks, or reinvestment, and therefore affect valuation and returns.

Registration Rights Agreement financial

"Registration Rights Agreement, dated as of April 20, 2026, by and among the Company and the stockholders party thereto"

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 AEVEX Corp. 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.

Class B Common Stock financial

"issued to ATS Investment Holdings, LLC (“ATS Investment Holdings”) 63,297,524 shares of Class B common stock of the Company"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

indemnification agreements regulatory

"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.

Understanding 8-K Material Events →

--12-31 false 0002096300 0002096300 2026-04-16 2026-04-16

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): April 16, 2026

AEVEX Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-43238		41-2460652
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

440 Stevens Ave #150 Solana Beach, California		92075
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 704-4125

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
Class A common stock, par value $0.0001 per share		AVEX		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 April 16, 2026, AEVEX Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Athena Technology Solutions Holdings, LLC (“Holdings LLC”), and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Jefferies LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). The Underwriting Agreement provides for the offer and sale by the Company of 16,000,000 shares of Class A 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 2,400,000 shares of Class A Common Stock (the “Option Shares”), which was fully exercised on April 17, 2026. On April 20, 2026, the IPO closed and the Firm Shares and the Option Shares were delivered. The material terms of the Underwriting Agreement are described in the prospectus, dated April 16, 2026 (the “Prospectus”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 20, 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. 333-294524).

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 April 20, 2026, by and among the Company and the stockholders party thereto, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein;

• the Director Designation Agreement, dated as of April 20, 2026, by and among the Company and the stockholders party thereto, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein;

• the Third Amended and Restated Limited Liability Company Agreement of Holdings LLC, dated as of April 17, 2026, by and among the Company and the other signatories party thereto (the “Holdings LLC Agreement”), a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein;

• the Tax Receivable Agreement, dated as of April 16, 2026, by and among the Company and the TRA Parties (as defined therein) (the “Tax Receivable Agreement”), a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein; and

• the Exchange Agreement, dated as of April 16, 2026, by and among the Company and other signatories party thereto (the “Exchange Agreement”), a copy of which is filed as Exhibit 10.4 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 sections entitled “Certain Relationships and Related Party Transactions” and “Organizational Structure” 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. 10.1, 10.2, 10.3 and 10.4 which are incorporated by reference into this Item 1.01.

Item 3.02 Unregistered Sales of Equity Securities.

In connection with the consummation of the IPO and as contemplated by the transactions described in the Prospectus under “Organizational Structure,” which section is incorporated by reference into this Item 3.02, the Company issued to ATS Investment Holdings, LLC (“ATS Investment Holdings”) 63,297,524 shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”) on April 16, 2026. A description of the designations, rights, powers and preferences of the Class B Common Stock is contained in the Prospectus in the section entitled “Description of Capital Stock” and is incorporated by reference into this Item 3.02. The issuance of the Class B Common Stock described in this paragraph was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.

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 April 16, 2026, Bradley Feldmann, Matthew Klein, Brandon Levitan, Matthew Norton and Benjamin Spacapan were appointed to the Company’s board of directors. Biographical information and other information regarding the committees upon which these directors are expected to serve, related party transactions involving any of these directors, the compensation plans in which these directors participate and information about any arrangement or understanding between these directors and any other persons pursuant to which these directors were selected as a director are included in the Prospectus in the sections entitled “Certain Relationships and Related Party Transactions,” “Executive Compensation” and “Management” and are incorporated by reference into this Item 5.02.

On or around April 20, 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 10.5, which is incorporated by reference into this Item 5.02.

Additionally, on April 16, 2026 and in connection with the IPO, the Company adopted the AEVEX Corp. 2026 Omnibus Incentive Plan (the “Omnibus Plan”). A description of the Omnibus Plan is contained in the Prospectus in the section entitled “Executive Compensation—Actions Taken in Connection with this Offering” and is incorporated by reference into this Item 5.02. Such description does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Plan attached hereto as Exhibit 10.6, which is incorporated by reference into this Item 5.02.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 17, 2026, the Company filed an amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware and adopted amended and restated bylaws (the “Bylaws”), each of which became effective on April 17, 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 April 16, 2026, among the Company, Athena Technology Solutions Holdings, LLC, and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Jefferies LLC, as representatives for the several underwriters named in Schedule I thereto.
3.1		Amended and Restated Certificate of Incorporation of AEVEX Corp.
3.2		Amended and Restated Bylaws of AEVEX Corp.
4.1		Registration Rights Agreement, dated as of April 20, 2026, by and among the Company and the stockholders party thereto.
10.1		Director Designation Agreement, dated as of April 20, 2026, by and among the Company and the stockholders party thereto.
10.2		Third Amended and Restated Limited Liability Company Agreement of Athena Technology Solutions Holdings, LLC, dated as of April 17, 2026, by and among the Company and the other signatories party thereto.
10.3		Tax Receivable Agreement, dated as of April 16, 2026, by and among the Company and the TRA Parties.
10.4		Exchange Agreement, dated as of April 16, 2026, by and among the Company and other signatories party thereto.
10.5		Form of Indemnification Agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 filed with the Commission on March 23, 2026).
10.6		AEVEX Corp. 2026 Omnibus Incentive 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: April 20, 2026				AEVEX Corp.
				By:		/s/ Roger Wells
				Name:		Roger Wells
				Title:		Chief Executive Officer

FAQ

What did AEVEX Corp. (AVEX) announce regarding its IPO?

AEVEX Corp. completed its initial public offering of Class A common stock. The company issued 16,000,000 firm shares plus 2,400,000 additional shares at $20.00 per share, following full exercise of the underwriters’ option, with closing occurring on April 20, 2026.

How many AEVEX Corp. shares were sold in the AVEX IPO and at what price?

AEVEX sold 16,000,000 firm shares of Class A common stock and 2,400,000 option shares. All were priced at a public offering price of $20.00 per share, under an underwriting agreement with Goldman Sachs & Co. LLC, BofA Securities, Inc. and Jefferies LLC as representatives of the underwriters.

What Class B stock issuance did AEVEX Corp. disclose in this 8-K?

In connection with the IPO, AEVEX Corp. issued 63,297,524 shares of Class B common stock to ATS Investment Holdings, LLC. This private issuance relied on Section 4(a)(2) of the Securities Act and Rule 506, as part of the organizational structure described in the company’s IPO prospectus.

What new governance and charter documents did AEVEX Corp. adopt?

AEVEX Corp. filed an amended and restated certificate of incorporation and adopted amended and restated bylaws, effective April 17, 2026. These documents, described in the prospectus under “Description of Capital Stock,” define the company’s post‑IPO capital structure, corporate governance framework and key shareholder rights.

Which new directors joined AEVEX Corp.’s board after the IPO?

On April 16, 2026, AEVEX appointed Bradley Feldmann, Matthew Klein, Brandon Levitan, Matthew Norton and Benjamin Spacapan to its board of directors. The prospectus details their biographical backgrounds, expected committee roles, compensation arrangements and any related party transactions involving these new directors.

What equity compensation plan did AEVEX Corp. implement with the IPO?

AEVEX Corp. adopted the AEVEX Corp. 2026 Omnibus Incentive Plan on April 16, 2026 in connection with the IPO. As described in the prospectus’s executive compensation section, the plan provides a framework for future stock‑based awards to directors, officers and employees, aligning compensation with long‑term performance.

What key agreements related to AEVEX’s IPO are listed as exhibits?

Exhibits include the underwriting agreement, amended and restated charter and bylaws, a registration rights agreement, director designation agreement, third amended and restated LLC agreement of Athena Technology Solutions Holdings, a Tax Receivable Agreement, an Exchange Agreement, indemnification agreement form and the 2026 Omnibus Incentive Plan.

Filing Exhibits & Attachments

12 documents

Agreements & Contracts

• EX-10.1 EX-10.1 64.8 KB
• EX-10.2 EX-10.2 253.3 KB
• EX-10.3 EX-10.3 172.6 KB
• EX-10.4 EX-10.4 80.6 KB
• EX-10.6 EX-10.6 129.0 KB

Other Documents

• EX-1.1 EX-1.1 210.3 KB
• EX-3.1 EX-3.1 72.5 KB
• EX-3.2 EX-3.2 139.4 KB
• EX-4.1 EX-4.1 134.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB