Carlyle affiliate trims StandardAero (SARO) stake with 19.8M-share sale

Rhea-AI Filing Summary

Carlyle Partners VII S1 Holdings II, L.P., an affiliate of The Carlyle Group, reported an open-market sale of 19,840,268 shares of StandardAero, Inc. (SARO) common stock at $31.46 per share.

After this transaction, the filing shows 84,587,035 shares of StandardAero common stock held indirectly. Multiple Carlyle-related entities are listed as potentially sharing beneficial ownership, each disclaiming beneficial ownership except to the extent of any pecuniary interest.

Insights

Equity ownership & governance analyst

Large Carlyle affiliate sale reduces its reported StandardAero position.

The filing shows Carlyle Partners VII S1 Holdings II, L.P. executed an open-market sale of 19,840,268 StandardAero common shares at $31.46 per share. The position reported as indirectly held after the sale is 84,587,035 shares.

Several related Carlyle entities may be deemed to share beneficial ownership of these securities, but each disclaims beneficial ownership beyond any pecuniary interest. The net effect is a substantial reported reduction in shares linked to this sponsor group, with ongoing exposure through the remaining stake.

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
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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^*

Carlyle Group Inc.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2026		S		19,840,268	D	$31.46	84,587,035	I	See Footnotes(1)(2)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Carlyle Group Inc.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Carlyle Holdings I GP Inc.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON, DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Carlyle Holdings I GP Sub L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON, DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Carlyle Holdings I L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON, DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

CG Subsidiary Holdings L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON, DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TC Group, LLC

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON, DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TC Group Sub L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON, DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TC Group VII S1, L.L.C.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON, DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

TC Group VII S1, L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON, DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Carlyle Partners VII S1 Holdings II, L.P.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP

1001 PENNSYLVANIA AVE., NW, SUITE 220 S

(Street)

WASHINGTON, DC 20004-2505

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Carlyle Partners VII S1 Holdings II, L.P. ("Carlyle Partners VII") is the record holder of the securities reported herein.

2. The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities reported herein, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VII S1, L.L.C., which is the general partner of TC Group VII S1, L.P., which is the general partner of Carlyle Partners VII. Accordingly, each of the foregoing entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Partners VII. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein, if any.

	The Carlyle Group Inc., By: /s/ Anne K. Frederick, Corporate Secretary	03/02/2026
	Carlyle Holdings I GP Inc., By: /s/ Anne K. Frederick, Managing Director	03/02/2026
	Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP Inc., its sole member, By: /s/ Anne K. Frederick, Managing Director	03/02/2026
	Carlyle Holdings I L.P., By: /s/ Anne K. Frederick, Managing Director	03/02/2026
	CG Subsidiary Holdings L.L.C., By: /s/ Anne K. Frederick, Managing Director	03/02/2026
	TC Group, L.L.C., By: /s/ Anne K. Frederick, Managing Director	03/02/2026
	TC Group Sub L.P., By: TC Group, L.L.C., its general partner, By: /s/ Anne K. Frederick, Managing Director	03/02/2026
	TC Group VII S1, L.L.C., By: /s/ Jeremy W. Anderson, Vice President	03/02/2026
	TC Group VII S1, L.P., By: TC Group VII S1, L.L.C., its general partner, By: /s/ Jeremy W. Anderson, Vice President	03/02/2026
	Carlyle Partners VII S1 Holdings II, L.P., By: TC Group VII S1, L.P., its general partner, By: TC Group VII S1, L.L.C., its general partner, By: /s/ Jeremy W. Anderson, Vice President	03/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Carlyle report for StandardAero (SARO)?

A Carlyle affiliate reported selling 19,840,268 shares of StandardAero common stock in an open-market transaction at $31.46 per share. The sale reflects a large secondary trade by an existing significant holder rather than an issuance of new company shares.

Which Carlyle entity sold StandardAero (SARO) shares in this Form 4?

The securities are held of record by Carlyle Partners VII S1 Holdings II, L.P. Multiple affiliated Carlyle entities are listed as potentially sharing beneficial ownership but each disclaims beneficial ownership except for any pecuniary interest they may have in the StandardAero shares reported.

How many StandardAero (SARO) shares were sold and at what price?

The Form 4 reports an open-market sale of 19,840,268 StandardAero common shares at a price of $31.46 per share. This single transaction represents a sizeable block trade executed by a Carlyle-managed investment partnership associated with the issuer.

How many StandardAero (SARO) shares does the Carlyle affiliate report holding after the sale?

Following the reported transaction, the filing shows 84,587,035 StandardAero common shares indirectly owned. This figure reflects the shares linked to the Carlyle affiliate after selling 19,840,268 shares, and is presented as an indirect ownership position in the Form 4 table.

Is the Carlyle Group Inc. directly the record holder of StandardAero (SARO) shares?

No. The record holder is Carlyle Partners VII S1 Holdings II, L.P. The Carlyle Group Inc. is described as the sole shareholder or controlling entity through a chain of subsidiaries, and may be deemed to share beneficial ownership subject to its pecuniary interest disclaimer.

Does this Form 4 indicate that StandardAero (SARO) issued new shares?

The Form 4 describes an open-market sale of existing StandardAero common stock by a Carlyle-affiliated holder. It reports secondary trading activity by the investor, not a new share issuance or capital-raising transaction by StandardAero itself.