[8-K] StandardAero, Inc. Reports Material Event

Rhea-AI Filing Summary

StandardAero, Inc. reported that on January 29, 2026 it repurchased 1,637,465 shares of its common stock from a GIC-affiliated stockholder in a private transaction at $30.535 per share under its December 2025 board-approved repurchase program.

On the same date, two selling stockholders affiliated with The Carlyle Group Inc. and GIC completed an underwritten public offering of 57,500,000 shares of StandardAero common stock, including 7,500,000 shares sold under the underwriters’ option, at $31.00 per share. The company received no proceeds from this secondary offering.

Insights

Equity capital markets analyst

StandardAero records a sizable buyback alongside a large secondary sale by existing holders.

The company repurchased 1,637,465 shares from a GIC-affiliated holder at $30.535 per share under its existing repurchase program. This directly reduces shares outstanding and represents targeted deployment of capital to acquire stock from a large shareholder in a negotiated private transaction.

Concurrently, affiliates of The Carlyle Group and GIC sold an aggregate 57,500,000 shares in an underwritten public offering at $31.00 per share, including 7,500,000 shares under the underwriters’ option. The company received no proceeds, so the transaction primarily shifts ownership from private equity sponsors to public investors.

The offering was conducted off an effective Form S-3 shelf and governed by an underwriting agreement with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC that includes customary representations, covenants and indemnification. Subsequent disclosures in future company filings may provide additional context on post-transaction ownership dynamics.

false 0002025410 0002025410 2026-01-27 2026-01-27

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): January 27, 2026

StandardAero, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-42298		30-1138150
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6710 North Scottsdale Road, Suite 250 Scottsdale, Arizona		85253
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code:

(480) 377 3100

N/A

(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 communications 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		SARO		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 January 29, 2026, StandardAero, Inc. (the “Company”) completed the repurchase of 1,637,465 shares of its common stock, par value $0.01 per share (the “Common Stock”), from a selling stockholder affiliated with GIC (the “GIC Stockholder”) in a private transaction at a price of $30.535 per share, which is the price at which the shares were sold to the public in the Offering (as defined below), less underwriting discounts and commissions (the “Share Repurchase”).

The Share Repurchase was made pursuant to the Company’s existing stock repurchase program approved by its board of directors in December 2025 and pursuant to a stock purchase agreement (the “Stock Purchase Agreement”), dated January 20, 2026, with the GIC Stockholder. The Share Repurchase was conditioned upon the completion of the Offering and closed concurrently with the Offering on January 29, 2026. The repurchased shares of Common Stock are no longer outstanding.

The foregoing description of the Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Stock Purchase Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated into this Item 1.01 by reference.

Item 8.01 Other Events.

On January 29, 2026, the Company completed the underwritten public offering by two of its stockholders (the “Selling Stockholders”), affiliates of The Carlyle Group Inc. and the GIC Stockholder, of an aggregate of 57,500,000 shares of the Company’s Common Stock, which includes 7,500,000 shares of Common Stock sold pursuant to the Underwriters’ (as defined below) exercise in full of their option to purchase additional shares of Common Stock, at a price to the public of $31.00 per share (the “Offering”). The Company did not receive any proceeds from the sale of shares of Common Stock in the Offering by the Selling Stockholders.

The 57,500,000 shares of Common Stock were sold pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-292987) and a related prospectus supplement and accompanying prospectus filed with the Securities and Exchange Commission.

The Offering was conducted pursuant to an underwriting agreement (the “Underwriting Agreement”), dated January 27, 2026, among the Company, Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), and the Selling Stockholders.

The Underwriting Agreement contains customary representations, warranties, covenants, and indemnification obligations of the Company, the Selling Stockholders and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated January 27, 2026, by and among the Company, the Selling Stockholders and Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC, as representatives of the several Underwriters
10.1		Stock Purchase Agreement, dated January 20, 2026, by and between the Company and the GIC Stockholder
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

						STANDARDAERO, INC.
Date: January 29, 2026				By:		/s/ Daniel Satterfield
						Daniel Satterfield
						Chief Financial Officer