Carlyle Affiliates Hold 152,673,891 Shares (45.6%) of StandardAero SARO

Rhea-AI Filing Summary

Carlyle Group and multiple affiliated entities report shared beneficial ownership of 152,673,891 shares of StandardAero common stock, representing 45.6% of the outstanding class based on 334,461,630 shares reported by the issuer. The disclosure identifies Carlyle Partners VII S1 Holdings II, L.P. as the record holder of the securities and describes a chain of ownership through Carlyle Holdings and related entities that links the reported shares to The Carlyle Group Inc.

The filing specifies that the reporting persons have no sole voting or dispositive power over these shares and instead report shared voting power and shared dispositive power of 152,673,891 shares. Each reporting entity explicitly disclaims beneficial ownership of the securities held of record by Carlyle Partners VII. The ownership figures used to compute the 45.6% stake are drawn from the issuer's prospectus share count.

The statement references previously filed exhibits for a power of attorney and a joint filing agreement. The disclosure is a formal Schedule 13G amendment presenting ownership, voting and dispositive-power specifics for investors and other market participants.

Positive

• Material disclosure of a large ownership stake: 152,673,891 shares representing 45.6% of the class provides clear transparency to the market.
• Clear record-holder identification and ownership chain: Carlyle Partners VII S1 Holdings II, L.P. is identified as record holder and the filing documents the corporate pathway linking the reporting entities to The Carlyle Group Inc.
• Detailed voting and dispositive-power breakdown: The filing specifies 0 sole and 152,673,891 shared voting and dispositive powers, clarifying control dynamics.

Negative

• No sole voting or dispositive power reported: The reporting persons list 0 sole power, indicating control is shared rather than held outright by any single reporting entity.
• High ownership concentration: A single reporting group holds 45.6% of the class, which could raise governance or minority-holder concern depending on subsequent actions (disclosed fact only).

Insights

Financial Analyst

TL;DR Carlyle-affiliated entities report a concentrated 45.6% shared stake in StandardAero, a material ownership position without sole voting control.

The reported 152,673,891-share position, equal to 45.6% of the outstanding class, is large and material to valuations and corporate governance. Because the filing shows 0 sole voting or dispositive power and identical shared powers across reporting entities, the economic exposure and voting influence appear coordinated through the record holder, Carlyle Partners VII S1 Holdings II, L.P. This structure is explicit in the filing and clarifies who holds record title versus which entities are disclosed as reporting persons.

Corporate Governance Expert

TL;DR A 45.6% aggregated stake concentrated in Carlyle-controlled entities is highly material and confers significant potential influence over corporate decisions.

The ownership chain described ties the record holder to a cascade of Carlyle-managed entities, culminating in The Carlyle Group Inc. as the ultimate shareholder of the controlling GP entities. The filing documents shared voting and dispositive power of 152,673,891 shares, which signals a coordinated ownership bloc that is likely to be central to any governance or strategic outcome at the company. The explicit disclaimer of beneficial ownership by each intermediary is standard but the disclosure itself is material for governance assessment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

StandardAero, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

85423L103

(CUSIP Number)

06/30/2025

(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)

SCHEDULE 13G

CUSIP No. 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 152,673,891.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 152,673,891.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

152,673,891.00

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)

45.6 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 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 152,673,891.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 152,673,891.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

152,673,891.00

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)

45.6 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 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 152,673,891.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 152,673,891.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

152,673,891.00

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)

45.6 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Limited Liability Company

SCHEDULE 13G

CUSIP No. 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 152,673,891.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 152,673,891.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

152,673,891.00

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)

45.6 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 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 152,673,891.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 152,673,891.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

152,673,891.00

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)

45.6 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Limited Liability Company

SCHEDULE 13G

CUSIP No. 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 152,673,891.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 152,673,891.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

152,673,891.00

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)

45.6 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Limited Liability Company

SCHEDULE 13G

CUSIP No. 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 152,673,891.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 152,673,891.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

152,673,891.00

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)

45.6 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 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 152,673,891.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 152,673,891.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

152,673,891.00

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)

45.6 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Limited Liability Company

SCHEDULE 13G

CUSIP No. 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 152,673,891.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 152,673,891.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

152,673,891.00

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)

45.6 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 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 152,673,891.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 152,673,891.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

152,673,891.00

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)

45.6 %

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 334,461,630 shares of Common Stock outstanding as of April 30, 2025, as disclosed in the Issuer's Prospectus on Form 424B4 filed with the Securities and Exchange Commission on May 22, 2025. 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: 45.6%
(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: 152,673,891
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 152,673,891
Item 5.	Ownership of 5 Percent or Less of a Class.
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 Frederick, Attorney-in-fact
Name/Title:	John C. Redett, Chief Financial Officer
Date:	08/12/2025

Carlyle Holdings I GP Inc.

Signature:	/s/ Anne Frederick, Attorney-in-fact
Name/Title:	John C. Redett, Managing Director and Chief Financial Officer
Date:	08/12/2025

Carlyle Holdings I GP Sub L.L.C.

Signature:	By: Carlyle Holdings I GP Inc., its sole member, By: /s/ Anne Frederick, Attorney-in-fact
Name/Title:	John C. Redett, Managing Director and Chief Financial Officer
Date:	08/12/2025

Carlyle Holdings I L.P.

Signature:	/s/ Anne Frederick, Attorney-in-fact
Name/Title:	John C. Redett, Managing Director
Date:	08/12/2025

CG Subsidiary Holdings L.L.C.

Signature:	/s/ Anne Frederick, Attorney-in-fact
Name/Title:	John C. Redett, Managing Director
Date:	08/12/2025

TC Group, L.L.C.

Signature:	/s/ Anne Frederick, Attorney-in-fact
Name/Title:	John C. Redett, Managing Director
Date:	08/12/2025

TC Group Sub L.P.

Signature:	By: TC Group, L.L.C., its general partner, By: /s/ Anne Frederick, Attorney-in-fact
Name/Title:	John C. Redett, Managing Director
Date:	08/12/2025

TC Group VII S1, L.L.C.

Signature:	/s/ Jeremy W. Anderson
Name/Title:	Jeremy W. Anderson, Vice President
Date:	08/12/2025

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:	08/12/2025

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:	08/12/2025

Exhibit Information

24: Power of Attorney (previously filed). 99: Joint Filing Agreement (previously filed).

FAQ

How many StandardAero (SARO) shares do Carlyle reporting persons claim to own?

The reporting persons disclose beneficial ownership of 152,673,891 shares of StandardAero common stock.

What percentage of StandardAero (SARO) does that ownership represent?

The disclosed position represents 45.6% of the outstanding common stock based on the issuer's share count used in the filing.

Does Carlyle report sole voting or dispositive power over these shares?

No. The filing states 0 shares with sole voting power and 0 shares with sole dispositive power; 152,673,891 shares are reported as shared voting and shared dispositive power.

Who is the record holder of the reported StandardAero shares?

The filing identifies Carlyle Partners VII S1 Holdings II, L.P. as the record holder of the securities reported.

What supporting exhibits are referenced in the filing?

The filing references a previously filed Power of Attorney and a Joint Filing Agreement as exhibits.