StandardAero (SARO) awards major option and RSU package to future CEO

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

StandardAero, Inc. disclosed that director Paul McElhinney received a large equity compensation package consisting of stock options and restricted stock units tied to future service as Chief Executive Officer. He was granted employee stock options for 548,245 shares of Common Stock at an exercise price of $27.36 per share, expiring on May 31, 2036. He also received 182,748 restricted stock units, each representing a right to one share of Common Stock. Both the options and RSUs vest in four equal annual installments starting on October 1, 2027, provided his employment as Chief Executive Officer commences on or prior to October 1, 2026, or else the awards are forfeited for no consideration.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider McElhinney Paul

Role null

Type	Security	Shares	Price	Value
Grant/Award	Restricted Stock Units	182,748	$0.00	--
Grant/Award	Employee Stock Option (right to buy)	548,245	$0.00	--

Holdings After Transaction: Restricted Stock Units — 182,748 shares (Direct, null); Employee Stock Option (right to buy) — 548,245 shares (Direct, null)

Footnotes (1)

Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock. The RSUs vest in four equal annual installments starting on October 1, 2027 provided that if the Reporting Person's employment with the Issuer as Chief Executive Officer does not commence on or prior to October 1, 2026, the RSU Award shall be forfeited automatically for no consideration. The stock option vests in four equal annual installments starting on October 1, 2027 provided that if the Reporting Person's employment with the Issuer as Chief Executive Officer does not commence on or prior to October 1, 2026, the stock option shall be forfeited automatically for no consideration.

Key Figures

Stock options granted: 548,245 options Option exercise price: $27.36 per share Option expiration: May 31, 2036 +3 more

6 metrics

Stock options granted 548,245 options Employee stock option grant to Paul McElhinney on June 1, 2026

Option exercise price $27.36 per share Exercise price for 548,245 employee stock options

Option expiration May 31, 2036 Expiration date of employee stock options

RSUs granted 182,748 RSUs Restricted stock units granted to McElhinney on June 1, 2026

Vesting start date October 1, 2027 Both options and RSUs vest in four equal annual installments from this date

CEO employment condition date October 1, 2026 Awards forfeited if CEO employment does not commence on or before this date

Key Terms

Employee Stock Option, Restricted Stock Units, Chief Executive Officer, contingent right

4 terms

Employee Stock Option financial

"Employee Stock Option (right to buy)"

An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.

Restricted Stock Units financial

"The RSUs vest in four equal annual installments starting on October 1, 2027"

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.

Chief Executive Officer financial

"if the Reporting Person's employment with the Issuer as Chief Executive Officer does not commence"

A chief executive officer (CEO) is the top leader of a company, responsible for making major decisions, setting goals, and guiding the organization’s overall direction. Think of the CEO as the captain of a ship, steering it toward success. Investors pay close attention to the CEO because their leadership and strategy can significantly influence the company's performance and future growth.

contingent right financial

"Each restricted stock unit ("RSU") represents a contingent right to receive one share"

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 04:15 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^*

McElhinney Paul

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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)

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⁾	06/01/2026		A		182,748		⁽²⁾	⁽²⁾	Common Stock	182,748	$0	182,748	D
Employee Stock Option (right to buy)	$27.36	06/01/2026		A		548,245		⁽³⁾	05/31/2036	Common Stock	548,245	$0	548,245	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 RSUs vest in four equal annual installments starting on October 1, 2027 provided that if the Reporting Person's employment with the Issuer as Chief Executive Officer does not commence on or prior to October 1, 2026, the RSU Award shall be forfeited automatically for no consideration.

3. The stock option vests in four equal annual installments starting on October 1, 2027 provided that if the Reporting Person's employment with the Issuer as Chief Executive Officer does not commence on or prior to October 1, 2026, the stock option shall be forfeited automatically for no consideration.

	/s/ Michael Kaplan, Attorney-in-Fact	06/03/2026
	** 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 did StandardAero (SARO) grant to Paul McElhinney in this Form 4?

StandardAero granted Paul McElhinney stock options and restricted stock units as equity compensation. He received options for 548,245 shares at $27.36 per share and 182,748 RSUs, all tied to future service as Chief Executive Officer.

How many StandardAero (SARO) stock options did Paul McElhinney receive?

Paul McElhinney received employee stock options covering 548,245 shares of StandardAero Common Stock. These options have an exercise price of $27.36 per share and expire on May 31, 2036, forming a significant component of his prospective CEO compensation.

What are the terms of the RSU grant to Paul McElhinney at StandardAero (SARO)?

McElhinney was granted 182,748 restricted stock units, each representing one share of Common Stock. The RSUs vest in four equal annual installments starting October 1, 2027, contingent on his employment as Chief Executive Officer beginning on or before October 1, 2026.

When do Paul McElhinney’s StandardAero (SARO) equity awards vest?

Both the stock options and RSUs begin vesting on October 1, 2027. They vest in four equal annual installments, so full vesting occurs over four years, assuming McElhinney’s employment as Chief Executive Officer starts on or before October 1, 2026.

What happens to the StandardAero (SARO) equity awards if McElhinney does not become CEO?

If Paul McElhinney’s employment with StandardAero as Chief Executive Officer does not commence on or prior to October 1, 2026, both the RSU award and the stock option grant will be forfeited automatically for no consideration, meaning he would receive no shares from these awards.

Is this Form 4 for a stock purchase or sale of StandardAero (SARO) shares?

This Form 4 reports equity awards, not open-market purchases or sales. The transactions are classified as grants or awards, with options and RSUs providing rights to future shares rather than immediate buying or selling activity in StandardAero stock.