StandardAero (SARO) officer reports RSU vesting, option grant and tax-related share sale

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

StandardAero, Inc. officer Marc Drobny reported routine equity compensation movements and a small tax-related sale. He sold 1,094 shares of Common Stock at $27.36 per share to cover tax withholding obligations tied to vesting restricted stock units (RSUs), and held 14,275 shares afterward.

He exercised 4,049 RSUs into 4,049 Common shares at a $0.00 conversion price and received 12,253 new RSUs that each represent a right to one share. He was also granted options on 26,075 shares at a $27.24 exercise price, expiring April 15, 2036. The RSUs and options vest in three equal annual installments beginning in 2026 and 2027.

Insider Trade Summary

Net Seller: 1,094 shares ($29,932)

Net Sell 5 txns

Insider Drobny Marc

Role See Remarks

Sold 1,094 shs ($30K)

Type	Security	Shares	Price	Value
Sale	Common Stock	1,094	$27.36	$30K
Exercise	Restricted Stock Units	4,049	$0.00	--
Grant/Award	Restricted Stock Units	12,253	$0.00	--
Grant/Award	Employee Stock Option (right to buy)	26,075	$0.00	--
Exercise	Common Stock	4,049	$0.00	--

Holdings After Transaction: Common Stock — 14,275 shares (Direct); Restricted Stock Units — 8,100 shares (Direct); Employee Stock Option (right to buy) — 26,075 shares (Direct)

Footnotes (1)

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. The sale reported herein represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs. The RSUs vest in three equal annual installments beginning on April 15, 2026. The RSUs vest in three equal annual installments beginning on April 15, 2027. The stock option vests in three equal annual installments beginning on April 15, 2027.

Key Figures

Tax-related share sale: 1,094 shares at $27.36/share Shares held after sale: 14,275 shares RSUs exercised: 4,049 units +4 more

7 metrics

Tax-related share sale 1,094 shares at $27.36/share Common Stock sold to cover RSU tax withholding on April 16, 2026

Shares held after sale 14,275 shares Direct Common Stock holdings following April 16, 2026 sale

RSUs exercised 4,049 units Restricted Stock Units converted to 4,049 Common shares at $0.00

New RSU grant 12,253 units RSUs granted, each for one Common share, vesting over three years

Stock option grant 26,075 options at $27.24 Employee stock option expiring April 15, 2036, vesting over three years

RSU vesting start 1 April 15, 2026 First of three equal annual installments for one RSU grant

RSU/option vesting start 2 April 15, 2027 First of three equal annual installments for another RSU grant and the option

Key Terms

Restricted Stock Units, tax withholding obligations, vest in three equal annual installments, Employee Stock Option (right to buy), +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs."

vest in three equal annual installments financial

"The RSUs vest in three equal annual installments beginning on April 15, 2026."

Employee Stock Option (right to buy) financial

"Employee Stock Option (right to buy) ... vests in three equal annual installments beginning on April 15, 2027."

exercise or conversion of derivative security financial

"Exercise or conversion of derivative security"

Form 4 Insider Transactions: What Each Field Means →

04/17/2026 - 07:46 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Drobny Marc

(Last)

(First)

(Middle)

C/O STANDARDAERO, INC.

6710 NORTH SCOTTSDALE RD., SUITE 250

(Street)

SCOTTSDALE

ARIZONA

85253

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
StandardAero, Inc. [ SARO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/15/2026		M		4,049	A	⁽¹⁾	15,369	D
Common Stock	04/16/2026		S⁽²⁾		1,094	D	$27.36	14,275	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/15/2026		M			4,049	⁽³⁾	⁽³⁾	Common Stock	4,049	$0	8,100	D
Restricted Stock Units	⁽¹⁾	04/15/2026		A		12,253		⁽⁴⁾	⁽⁴⁾	Common Stock	12,253	$0	12,253	D
Employee Stock Option (right to buy)	$27.24	04/15/2026		A		26,075		⁽⁵⁾	04/15/2036	Common Stock	26,075	$0	26,075	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

2. The sale reported herein represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of RSUs.

3. The RSUs vest in three equal annual installments beginning on April 15, 2026.

4. The RSUs vest in three equal annual installments beginning on April 15, 2027.

5. The stock option vests in three equal annual installments beginning on April 15, 2027.

Remarks:

President, Engine Services - Military, Helicopters & Energy; Exhibit 24.1 - Power of Attorney

	/s/ Michael Kaplan, Attorney-in-Fact	04/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Marc Drobny report for StandardAero (SARO)?

Marc Drobny reported a small sale of 1,094 Common shares and multiple equity compensation events, including RSU exercises, new RSU grants, and a stock option grant, all tied to his role as an officer of StandardAero.

Why did Marc Drobny sell 1,094 shares of StandardAero (SARO) stock?

The 1,094-share sale was made to cover tax withholding obligations arising from the vesting of restricted stock units. This type of transaction is a tax-related disposition rather than a discretionary open-market sale for portfolio or valuation reasons.

How many StandardAero (SARO) shares does Marc Drobny hold after these transactions?

After the reported transactions, Marc Drobny directly holds 14,275 shares of StandardAero Common Stock. This figure reflects his position following the RSU conversion into shares and the separate tax-related sale used to satisfy withholding obligations.

What restricted stock unit (RSU) activity did Marc Drobny report at StandardAero (SARO)?

He exercised 4,049 RSUs into 4,049 Common shares and received a new grant of 12,253 RSUs. Each RSU represents a contingent right to one Common share, vesting in three equal annual installments beginning in 2026 and 2027.

What stock options were granted to Marc Drobny under StandardAero (SARO) equity plans?

He received an employee stock option covering 26,075 shares of Common Stock at a $27.24 exercise price. The option vests in three equal annual installments starting April 15, 2027 and expires on April 15, 2036, if not exercised earlier.

Are Marc Drobny’s reported StandardAero (SARO) transactions open-market buys or compensation-related?

Most activity is compensation-related, including RSU exercises, new RSU grants, and a stock option grant. The single reported sale of 1,094 shares was specifically to cover tax withholding obligations connected to RSU vesting, not a discretionary open-market sale.