StandardAero ownership disclosure: This Schedule 13G/A reports that Carlyle-affiliated entities collectively beneficially own 84,587,035 shares of StandardAero Common Stock, representing 25.4% of the class. The filing cites 332,421,972 shares outstanding as of April 27, 2026. Carlyle Partners VII S1 Holdings II, L.P. is the record holder; related Carlyle entities disclose shared voting and dispositive power. Signatures are dated 05/15/2026.
Positive
None.
Negative
None.
Insights
Large passive stake reported by Carlyle group entities.
Carlyle-linked entities report beneficial ownership of 84,587,035 shares, equal to 25.4% of common stock based on 332,421,972 shares outstanding as of April 27, 2026. The position is held of record by Carlyle Partners VII S1 Holdings II, L.P., with shared voting and dispositive power disclosed across affiliated entities.
Future filings may show any changes; this filing documents a prominent, disclosed institutional stake without specifying trading intent or planned actions.
Complex ownership chain and shared authority are documented.
The filing traces voting/dispositive authority through multiple Carlyle entities, culminating with Carlyle Partners VII as record holder. Each affiliated entity states shared power of 84,587,035 shares, and each disclaims direct beneficial ownership while acknowledging shared control via the chain.
Legal/filing mechanics: signatures and joint filing agreement are attached; the disclosure clarifies who may be deemed to share beneficial ownership under SEC rules.
Key Figures
Beneficial ownership:84,587,035 sharesPercent of class:25.4%Shares outstanding:332,421,972 shares
3 metrics
Beneficial ownership84,587,035 sharesAmount reported as beneficially owned by Carlyle entities
Percent of class25.4%Percentage of Common Stock based on cited outstanding shares
Shares outstanding332,421,972 sharesOutstanding shares as of April 27, 2026 (cite: issuer proxy statement)
"The ownership information presented herein represents beneficial ownership of Common Stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Shared dispositive powerregulatory
"Shared Dispositive Power 84,587,035.00"
Schedule 13G/Aregulatory
"Item 1. Name of issuer: StandardAero, Inc."
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
What stake does Carlyle report in StandardAero (SARO)?
Carlyle-affiliated entities report beneficial ownership of 84,587,035 shares, representing 25.4% of common stock based on 332,421,972 shares outstanding as of April 27, 2026.
Which entity is the record holder for the reported SARO shares?
The filing states Carlyle Partners VII S1 Holdings II, L.P. is the record holder of the reported 84,587,035 shares, with related Carlyle entities disclosing shared authority.
What voting and dispositive powers are disclosed for the Carlyle group?
The filing shows 0 shares of sole voting/dispositive power and 84,587,035 shares of shared voting and shared dispositive power across the reporting entities.
What is the shares outstanding figure used in this filing?
The filing references 332,421,972 shares outstanding as of April 27, 2026, cited from the issuer's Definitive Proxy Statement filed April 30, 2026.
When was this Schedule 13G/A signed?
Signatures on the filing are dated 05/15/2026, with representatives including Anne K. Frederick and Jeremy W. Anderson signing for various reporting entities.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
StandardAero, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
85423L103
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
85423L103
1
Names of Reporting Persons
Carlyle Group Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
84,587,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
84,587,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
84,587,035.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.4 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
85423L103
1
Names of Reporting Persons
Carlyle Holdings I GP Inc.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
84,587,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
84,587,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
84,587,035.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.4 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
85423L103
1
Names of Reporting Persons
Carlyle Holdings I GP Sub L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
84,587,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
84,587,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
84,587,035.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
CUSIP Number(s):
85423L103
1
Names of Reporting Persons
Carlyle Holdings I L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
84,587,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
84,587,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
84,587,035.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
85423L103
1
Names of Reporting Persons
CG Subsidiary Holdings L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
84,587,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
84,587,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
84,587,035.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
CUSIP Number(s):
85423L103
1
Names of Reporting Persons
TC Group, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
84,587,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
84,587,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
84,587,035.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
CUSIP Number(s):
85423L103
1
Names of Reporting Persons
TC Group Sub L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
84,587,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
84,587,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
84,587,035.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
85423L103
1
Names of Reporting Persons
TC Group VII S1, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
84,587,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
84,587,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
84,587,035.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Limited Liability Company
SCHEDULE 13G
CUSIP Number(s):
85423L103
1
Names of Reporting Persons
TC Group VII S1, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
84,587,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
84,587,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
84,587,035.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
85423L103
1
Names of Reporting Persons
Carlyle Partners VII S1 Holdings II, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
84,587,035.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
84,587,035.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
84,587,035.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
25.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
StandardAero, Inc.
(b)
Address of issuer's principal executive offices:
6710 NORTH SCOTTSDALE ROAD, SUITE 250, SCOTTSDALE, AZ 85253
Item 2.
(a)
Name of person filing:
Each of the following is hereinafter individually referred to as a "Reporting Person" and collectively as the "Reporting Persons." This statement is filed on behalf of:
The Carlyle Group Inc.
Carlyle Holdings I GP Inc.
Carlyle Holdings I GP Sub L.L.C.
Carlyle Holdings I L.P.
CG Subsidiary Holdings L.L.C.
TC Group, L.L.C.
TC Group Sub L.P.
TC Group VII S1, L.L.C.
TC Group VII S1, L.P.
Carlyle Partners VII S1 Holdings II, L.P.
(b)
Address or principal business office or, if none, residence:
The principal business office address for each of the Reporting Persons is c/o The Carlyle Group Inc., 1001 Pennsylvania Avenue NW, Suite 220 South, Washington, DC 20004-2505.
(c)
Citizenship:
Each of the Reporting Persons is organized under the laws of the State of Delaware.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
85423L103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information contained on the cover pages to this Schedule 13G is incorporated by reference into this Item 4.
The ownership information presented herein represents beneficial ownership of Common Stock as of the date of this filing, based upon 332,421,972 shares of Common Stock outstanding as of April 27, 2026, as disclosed in the Issuer's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 30, 2026.
Carlyle Partners VII S1 Holdings II, L.P. ("Carlyle Partners VII") is the record holder of the securities reported herein.
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 beneficial ownership of such securities.
(b)
Percent of class:
25.4%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
84,587,035
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
84,587,035
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Carlyle Group Inc.
Signature:
/s/ Anne K. Frederick
Name/Title:
Anne K. Frederick, Corporate Secretary
Date:
05/15/2026
Carlyle Holdings I GP Inc.
Signature:
/s/ Anne K. Frederick
Name/Title:
Anne K. Frederick, Managing Director
Date:
05/15/2026
Carlyle Holdings I GP Sub L.L.C.
Signature:
By: Carlyle Holdings I GP Inc., its sole member, By: /s/ Anne K. Frederick
Name/Title:
Anne K. Frederick, Managing Director
Date:
05/15/2026
Carlyle Holdings I L.P.
Signature:
/s/ Anne K. Frederick
Name/Title:
Anne K. Frederick, Managing Director
Date:
05/15/2026
CG Subsidiary Holdings L.L.C.
Signature:
/s/ Anne K. Frederick
Name/Title:
Anne K. Frederick, Managing Director
Date:
05/15/2026
TC Group, L.L.C.
Signature:
/s/ Anne K. Frederick
Name/Title:
Anne K. Frederick, Managing Director
Date:
05/15/2026
TC Group Sub L.P.
Signature:
By: TC Group, L.L.C., its general partner, By: /s/ Anne K. Frederick
Name/Title:
Anne K. Frederick, Managing Director
Date:
05/15/2026
TC Group VII S1, L.L.C.
Signature:
/s/ Jeremy W. Anderson
Name/Title:
Jeremy W. Anderson, Vice President
Date:
05/15/2026
TC Group VII S1, L.P.
Signature:
By: TC Group VII S1, L.L.C., its general partner, By: /s/ Jeremy W. Anderson
Name/Title:
Jeremy W. Anderson, Vice President
Date:
05/15/2026
Carlyle Partners VII S1 Holdings II, L.P.
Signature:
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
Name/Title:
Jeremy W. Anderson, Vice President
Date:
05/15/2026
Exhibit Information
24: Power of Attorney (previously filed).
99: Joint Filing Agreement (previously filed).
