Carlyle entities trim StandardAero (SARO) stake with 48.2M-share sale at $31

Rhea-AI Filing Summary

Carlyle-affiliated entities reported a major sale of StandardAero (SARO) stock. On January 29, 2026, Carlyle Partners VII S1 Holdings II, L.P., the record holder, sold 48,246,588 shares of Common Stock at $31 per share.

Following this transaction, Carlyle-affiliated entities reported 104,427,303 shares of StandardAero Common Stock as indirectly beneficially owned. The filing lists a chain of Carlyle entities that may be deemed to share beneficial ownership through their interests in Carlyle Partners VII, while each disclaims beneficial ownership beyond its pecuniary interest.

Insights

Equity ownership & governance analyst

Large Carlyle-led block sale shifts StandardAero’s ownership profile.

The filing shows Carlyle Partners VII S1 Holdings II, L.P. sold 48,246,588 StandardAero Common shares at $31 on January 29, 2026. After the sale, Carlyle-affiliated entities still report indirect beneficial ownership of 104,427,303 shares.

The transaction is attributed to Carlyle Partners VII as record holder, with a multi-entity Carlyle structure potentially deemed to share beneficial ownership, while each entity disclaims ownership beyond its pecuniary interest. This clarifies that the activity reflects fund-level portfolio management rather than trades by an individual executive.

Future company disclosures may provide additional context on StandardAero’s shareholder base and any subsequent changes in holdings by Carlyle-managed vehicles or related entities.

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^*

Carlyle Group Inc.

(Last) (First) (Middle)

C/O THE CARLYLE GROUP INC.

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)
01/29/2026

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	01/29/2026		S		48,246,588	D	$31	104,427,303	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 INC.

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 INC.

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 INC.

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 INC.

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 INC.

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 INC.

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 INC.

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 INC.

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 INC.

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 INC.

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 Frederick, Corporate Secretary	01/30/2026
	Carlyle Holdings I GP Inc., By: /s/ Anne Frederick, Managing Director	01/30/2026
	Carlyle Holdings I GP Sub L.L.C., By: Carlyle Holdings I GP Inc., its sole member, By: /s/ Anne Frederick, Managing Director	01/30/2026
	Carlyle Holdings I L.P., By: /s/ Anne Frederick, Managing Director	01/30/2026
	CG Subsidiary Holdings L.L.C., By: /s/ Anne Frederick, Managing Director	01/30/2026
	TC Group, L.L.C., By: /s/ Anne Frederick, Managing Director	01/30/2026
	TC Group Sub L.P., By: TC Group, L.L.C., its general partner, By: /s/ Anne Frederick, Managing Director	01/30/2026
	TC Group VII S1, L.L.C., By: /s/ Jeremy W. Anderson, Vice President	01/30/2026
	TC Group VII S1, L.P., By: TC Group VII S1, L.L.C., its general partner, By: /s/ Jeremy W. Anderson, Vice President	01/30/2026
	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	01/30/2026
	** Signature of Reporting Person	Date
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FAQ

What transaction did Carlyle entities report in StandardAero (SARO) stock?

Carlyle Partners VII S1 Holdings II, L.P. reported selling 48,246,588 shares of StandardAero Common Stock at $31 per share on January 29, 2026. This was disclosed as a non-derivative sale under transaction code “S” in a Form 4 filing.

Who is the record holder of the StandardAero (SARO) shares sold?

The record holder of the securities is Carlyle Partners VII S1 Holdings II, L.P. The filing explains this entity directly holds the reported StandardAero Common Stock, while various Carlyle Group-related entities are positioned above it in the ownership structure.

How many StandardAero (SARO) shares do Carlyle-affiliated entities report after the sale?

After the reported sale, Carlyle-affiliated entities report indirect beneficial ownership of 104,427,303 StandardAero Common shares. This figure reflects holdings following the 48,246,588-share disposition and is shown as indirectly owned through the described Carlyle ownership chain.

At what price were the StandardAero (SARO) shares sold by Carlyle Partners VII?

The reported sale price was $31 per share for the 48,246,588 StandardAero Common shares. This per-share price is disclosed in the Form 4’s non-derivative transaction table, alongside the transaction code and resulting indirect ownership balance.

Which Carlyle entities may be deemed beneficial owners of StandardAero (SARO) shares?

The filing lists The Carlyle Group Inc. and multiple related entities in a chain above Carlyle Partners VII. Each may be deemed to share beneficial ownership of the shares held by Carlyle Partners VII but disclaims ownership beyond its pecuniary interest, if any.

Is this Form 4 filed by more than one reporting person for StandardAero (SARO)?

Yes. The Form 4 is marked as filed by more than one reporting person, and it names several Carlyle-related entities, including The Carlyle Group Inc. and various holding and partnership entities, all linked through the ownership structure above Carlyle Partners VII.