StandardAero (NYSE: SARO) okays $450M common stock buyback plan

Rhea-AI Filing Summary

StandardAero, Inc. announced that its Board of Directors approved a new stock repurchase program authorizing the company to buy back up to $450.0 million of its common stock. The authorization is effective immediately and any repurchases will depend on market conditions, contractual restrictions and other factors.

The company may repurchase shares through open market purchases, privately negotiated transactions or other methods, with open market activity conducted within Rule 10b-18 requirements. StandardAero may also use Rule 10b5-1 trading plans. The program does not require the company to repurchase a specific amount and can be extended, modified, suspended or discontinued at the company’s discretion.

Positive

• Board authorizes up to $450.0 million share repurchase program, effective immediately, providing flexibility for returning capital through common stock buybacks.

Negative

• None.

Insights

Equity capital allocation analyst

StandardAero authorizes up to $450 million in discretionary share repurchases.

StandardAero, Inc. has approved a stock repurchase program authorizing buybacks of up to $450.0 million of common stock. The authorization is effective immediately and allows purchases in the open market, privately negotiated deals, or other methods, giving the company multiple avenues to execute repurchases when it deems conditions favorable.

The company states that open market repurchases will follow Rule 10b-18 pricing and volume limits, and that it may adopt Rule 10b5-1 plans, which can automate trading under pre-set instructions. The amount and timing of purchases are described as dependent on market conditions, contractual restrictions and corporate needs, so actual buybacks could vary significantly within the authorized limit.

The program is explicitly discretionary: it does not obligate StandardAero to repurchase any particular amount and can be extended, modified, suspended or discontinued at any time. Future disclosures in periodic reports or additional current reports would show how much of the $450.0 million authorization is ultimately used.

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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): December 9, 2025

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 8.01. Other Events.

On December 9, 2025, the Board of Directors (the “Board”) of StandardAero, Inc. (the “Company”) approved a stock repurchase program, effective immediately. The stock repurchase program authorizes the Company to repurchase up to $450.0 million of the Company’s common stock, par value $0.01 (“Common Stock”), subject to market conditions, contractual restrictions and other factors.

Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs. Open market repurchases will be structured to occur within the pricing and volume requirements of Rule 10b-18. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization.

This program does not obligate the Company to acquire any particular amount of Common Stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements that involve substantial risks and uncertainties. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). In some cases, you can identify forward-looking statements by the words “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “future,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” or “would” and/or the negative of these terms, or other comparable terminology intended to identify statements about the future. They include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Company’s stock repurchase program. Forward-looking statements are inherently subject to risks, uncertainties and assumptions that are difficult to predict or quantify, including the fact that Common Stock repurchases may not be conducted in the timeframe or in the manner the Company expects, or at all, and the other factors described in our Annual Report on Form 10-K for the year ended December 31, 2024 and our other filings with the SEC. Forward-looking statements speak only as of the date of this Current Report on Form 8-K. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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: December 10, 2025				By:		/s/ Michael Kaplan
						Michael Kaplan
						Chief Legal Officer

FAQ

What did StandardAero, Inc. (SARO) announce in this 8-K?

StandardAero, Inc. reported that its Board of Directors approved a new stock repurchase program authorizing the company to buy back up to $450.0 million of its common stock, effective immediately.

How large is StandardAero’s new stock repurchase authorization?

The program authorizes StandardAero to repurchase up to $450.0 million of its common stock, subject to market conditions, contractual restrictions and other factors.

How can StandardAero (SARO) repurchase its shares under this program?

StandardAero may repurchase shares in the open market, through privately negotiated transactions, or otherwise, and open market repurchases will follow the pricing and volume requirements of Rule 10b-18.

Will StandardAero use Rule 10b5-1 plans for its buyback program?

The company states that it may, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under the $450.0 million authorization.

Is StandardAero required to repurchase the full $450.0 million of stock?

No. The program does not obligate StandardAero to acquire any particular amount of common stock and may be extended, modified, suspended or discontinued at the company’s discretion.

When was StandardAero’s stock repurchase program approved and made effective?

The Board of Directors approved the stock repurchase program on December 9, 2025, and it became effective immediately on that date.