Form 8-K

8-K — StandardAero, Inc.

Accession: 0002025410-26-000019

Filed: 2026-11-05

Period: 2026-11-05

CIK: 0002025410

SIC: 3724 (AIRCRAFT ENGINES & ENGINE PARTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — saro-20261105.htm (Primary)

EX-99.1 (saro-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: saro-20261105.htm · Sequence: 1

8-K

0002025410false00020254102026-11-052026-11-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 5, 2026

StandardAero, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-42298

30-1138150

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

6710 North Scottsdale Road, Suite 250

Scottsdale, Arizona

85253

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code:

(480) 377 3100

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

SARO

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On November 5, 2026, StandardAero, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (the “Current Report”).

The information contained in this Item 2.02 of this Current Report, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)

The following exhibit relates to Item 2.02 and shall be deemed to be furnished, and not filed:

Exhibit No.

Description

99.1

Press Release dated November 5, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STANDARDAERO, INC.

Date:

November 5, 2026

By:

/s/ Daniel Satterfield

Daniel Satterfield

Chief Financial Officer

EX-99.1

Filename: saro-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

StandardAero Announces THIRD Quarter 2026 Results

Engine Services Earnings Growth Drives Guidance Raise and Company Announces $350 Million Accelerated Share Repurchase

SCOTTSDALE, Arizona, November 5, 2026 (BUSINESS WIRE)-- StandardAero (NYSE: SARO) announced results today for the three months ended September 30, 2026 (“Third Quarter 2026”).

Third Quarter 2026 Highlights

•

Revenue was $1,557.4 million, an increase of 4.0% from the prior year’s quarter

•

Net Income was $92.8 million, an increase of 36.2% from the prior year’s quarter; Diluted GAAP EPS was $0.28, Net Income Margin was 6.0%

•

Adjusted Diluted EPS was $0.39, an increase of 30.0% from $0.30 from the prior year’s quarter

•

Adjusted EBITDA was $224.9 million, an increase of 15.0% from $195.6 million from the prior year’s quarter

•

Adjusted EBITDA margin was 14.4% versus 13.1% in the prior year’s quarter, a 130 basis point increase

•

Cash Flow provided by Operations was $128.9 million; Adjusted Free Cash Flow for the quarter was $99.2 million

•

Announcing the Board approved a $560.0 million increase to the Company’s share repurchase program, bringing the total authorization to $1.0 billion, with $850.0 million remaining available

•

Announcing intent to enter into a $350.0 million accelerated share repurchase agreement pursuant to the share repurchase authorization

“Our third-quarter results demonstrate the resilience of our diversified portfolio. Despite elevated fuel prices and geopolitical uncertainty, Adjusted Diluted EPS grew 30% and Adjusted EBITDA grew 15.0% year-over-year, with record 24% Adjusted EBITDA growth in Engine Services supporting another increase to our full-year 2026 guidance,” said Paul McElhinney, StandardAero’s Chief Executive Officer.

Mr. McElhinney continued, “With a healthy backlog, long-term visibility and continued progress in deleveraging, we intend to enter into a $350 million accelerated share repurchase and the Board has increased our share repurchase authorization to $1.0 billion. These actions reflect our confidence in the long-term outlook for the company and commitment to disciplined capital allocation and long-term shareholder value creation.”

Third Quarter 2026 Consolidated Results

Revenue for the Third Quarter 2026 was $1,557.4 million, a variance of $59.5 million, from $1,498.0 million for the prior year period. This was driven by growth across all three major end markets. The business aviation end market grew 7.4% compared to the prior year period, the military and helicopter end market grew 7.2%, compared to the prior year period and the commercial aerospace end market grew 1.3% compared to the prior year period.

Net income for the Third Quarter 2026 was $92.8 million, as compared to net income of $68.1 million for the prior year period, a change of 36.2% year-over-year. Net Income Margin was 6.0% in the quarter, compared to 4.5% in the prior year period.

Adjusted EBITDA for the Third Quarter 2026 was $224.9 million, a variance of $29.4 million, from $195.6 million for the prior year period, or 15% growth year-over-year. Adjusted EBITDA Margin was 14.4%, a variance of 130 basis points, compared to 13.1% in the prior year period, primarily due to volume, mix, productivity improvements and the elimination of pass-through revenue.

Third Quarter 2026 Segment Results

Engine Services Segment

Engine Services segment revenue for the Third Quarter 2026 was $1,368.8 million, a variance of $46.6 million, or 3.5%, from $1,322.2 million for the prior year period. The change was driven primarily by volume, partially offset by the elimination of pass-through revenue.

Engine Services Segment Adjusted EBITDA for the Third Quarter 2026 was $205.1 million, a variance of $39.7 million, or 24.0%, from $165.4 million for the prior year period. This was driven by volume, mix, productivity gains, and increase in used serviceable material. Segment Adjusted EBITDA Margin was 15.0%, a variance of 250 basis points compared to 12.5% in the prior year period.

Component Repair Services Segment

Component Repair Services segment revenue for the Third Quarter 2026 was $188.7 million, a variance of $12.9 million, or 7.3%, from $175.8 million for the prior year period. The change was driven by volume.

Component Repair Services Segment Adjusted EBITDA for the Third Quarter 2026 was $48.6 million, a variance of $(5.3) million, or (9.9%), from $54.0 million for the prior year period. This was driven primarily by productivity and mix. Segment Adjusted EBITDA Margin was 25.8%, a variance of -490 basis points compared to 30.7% in the prior year period.

Share Repurchase Activity and Accelerated Share Repurchase

On October 28, 2026, the Board approved a $560.0 million increase to the Company’s share repurchase program, bringing the total authorization to $1.0 billion. Under the program, the Company has repurchased approximately $160.1 million of its common shares to date, including $50.1 million during the third quarter of 2026. As a result, the Company has $850.0 million remaining under the share repurchase program.

In connection with the increased authorization, the Company intends to enter into an accelerated share repurchase agreement (the “ASR”) with Morgan Stanley to repurchase $350.0 million of its common shares. Following completion of the ASR, approximately $500.0 million will remain available under the share repurchase program.

Full Year 2026 Guidance

StandardAero is updating its full year 2026 guidance:

Full Year 2026

($ in millions)

Revenue1 (increase)

$6,525 to $6,645

Engine Services1

$5,770 to $5,870

Component Repair Services

$755 to $775

Adjusted EBITDA (increase)

$905 to $920

Engine Services Segment

$810 to $820

Component Repair Services Segment

$205 to $210

Adjusted Free Cash Flow2

$270 to $300

Adjusted Diluted Earnings Per Share3 (increase)

$1.57 to $1.62

End Market Revenue Growth Assumptions

Commercial Aerospace4

Low-Double Digit to Mid-Teens YoY Growth

Military & Helicopter

Low-Double Digit YoY Growth

Business Aviation

High-Single Digit to Low-Double Digit YoY Growth

1 Includes effect from the elimination of approximately $300 million in material pass-through revenue.

2 Defined as Free Cash Flow excluding the purchase of intangible assets. Although StandardAero has previously provided guidance for Free Cash Flow, the Company has determined to provide guidance for Adjusted Free Cash Flow going forward because management believes that excluding the purchase of all intangible assets will provide investors with a more useful baseline for evaluating the Company’s core operating performance, as these cash payments—whether arising from acquisition accounting or license-related intangible investments—do not reflect StandardAero’s ongoing operations.

3 Effective Q2 2026, the Company updated its definition of Adjusted Diluted EPS to broaden the existing exclusion of amortization of acquired intangible assets to also exclude the non-cash amortization of all intangible assets, including intangible assets associated with licenses. Management believes that excluding this item provides investors with a more useful baseline for evaluating core operating performance, as these non-cash charges—whether arising from acquisition accounting or license-related intangible investments—do not reflect the Company’s ongoing operations and facilitate more consistent comparison of results across periods regardless of how the Company has chosen to deploy capital.

4 Excludes effect from the elimination of approximately $300 million in material pass-through revenue.

StandardAero has not reconciled its full year 2026 guidance related to Adjusted EBITDA, Adjusted Free Cash Flow or Adjusted Diluted EPS to its most directly comparable forward looking GAAP financial measure because such information is not available, and management cannot reliably predict all of the necessary components of such GAAP measure without unreasonable effort or expense.

Conference Call and Webcast Information

StandardAero management will host a conference call today, November 5, at 5:00 PM ET, to discuss its results in more detail. The conference call will be broadcast live via webcast, and the webcast and accompanying slide presentation can be accessed by visiting the Events section on StandardAero’s investor relations website at https://ir.standardaero.com/news-events/events. The conference call may also be accessed by dialing (877) 407-9762 or (201) 689-8538 for telephone access to the live call. Please click here for international toll-free access numbers.

For those unable to listen to the live conference call, a replay will be available after the call through the archived webcast in the Events section of StandardAero’s investor relations website or by dialing (877) 660-6853 or (201) 612-7415. The access code for the replay is 13763066. The replay will be available until 11:59 PM ET on November 19, 2026.

About StandardAero

StandardAero is a leading independent pure-play provider of aerospace engine aftermarket services for fixed and rotary wing aircraft, serving the commercial, military and business aviation end markets. StandardAero provides a comprehensive suite of critical, value-added aftermarket solutions, including engine maintenance, repair and overhaul, engine component repair, on-wing and field service support, asset management and engineering solutions. StandardAero is an NYSE-listed company under the ticker symbol SARO. For more information about StandardAero, please visit www.standardaero.com.

Investor Relations Contact

Investors@StandardAero.com

Rama Bondada

Forward-Looking Statements

This press release contains forward-looking statements that involve substantial risks and uncertainties. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended (the “Securities Act”). In some cases, you can identify forward-looking statements by the words “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “foreseeable,” “future,” “intend,” “may,” “might,” “objective,” “ongoing,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” or “would” and/or the negative of these terms, or other comparable terminology intended to identify statements about the future. They appear in a number of places throughout this press release and include statements regarding our intentions, beliefs or current expectations concerning, among other things, results of operations for the fiscal year ending December 31, 2026, our financial condition, liquidity, prospects, growth and strategies, the industry in which we operate, our share repurchase program, including the size and timing of repurchases under the anticipated accelerated share repurchase agreement, and other information that is not historical information. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions that are difficult to predict or quantify.

Generally, statements that are not historical facts, including statements concerning our possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. Factors that could cause actual results to differ materially from those forward-looking statements included in this press release include, among others: risks related to conditions that affect the commercial and business aviation industries; decreases in budget, spending or outsourcing by our military end-users; risks from any supply chain disruptions or loss of key suppliers; increased costs of labor, equipment, raw materials, freight and utilities due to inflation; future outbreaks and infectious diseases; risks related to competition in the market in which we participate; loss of an OEM authorization or license; risks related to a significant portion of our revenue being derived from a small number of customers; our ability to remediate effectively the material weaknesses identified in our internal control over financial reporting; our ability to respond to changes in GAAP; our or our third-party partners’ failure to protect confidential information; data security incidents or disruptions to our IT systems and capabilities; our ability to comply with laws relating to the handling of information about individuals; changes to, and the impact of, United States tariff and import/export regulations; failure to maintain our regulatory approvals; risks relating to our operations outside of North America; failure to comply with government procurement laws and regulations; any work stoppage, hiring, retention or succession issues with our senior management team and employees; any strains on our resources due to the requirements of being a

public company; risks related to our substantial indebtedness; risks related to the ownership of our common stock, including the fact that Carlyle owns a significant amount of our voting power; our success at managing the risks of the foregoing, and the other factors described in our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the SEC.

As a result of these factors, we cannot assure you that the forward-looking statements in this press release will prove to be accurate. You should understand that it is not possible to predict or identify all such factors. We operate in a competitive and rapidly changing environment. New factors emerge from time to time, and it is not possible to predict the impact of all of these factors on our business, financial condition or results of operations.

Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives, plans or cost savings in any specified time frame or at all. In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. We caution you not to place undue reliance on these forward-looking statements. All forward looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. Forward-looking statements speak only as of the date of this press release. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Non-GAAP Financial Measures

This press release includes “non-GAAP financial measures,” which are financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States (“GAAP”), including Adjusted EBITDA, Adjusted EBITDA Margin, Net Debt to Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted Earnings Per Share (“Adjusted Diluted EPS”), Free Cash Flow and Adjusted Free Cash Flow. We use these non-GAAP financial measures to evaluate our business operations.

We believe that certain non-GAAP financial measures presented in this press release, including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Diluted EPS, provide supplemental information that helps investors better understand our financial condition and operating results and assess our future prospects. We believe that presenting these non-GAAP financial measures, in addition to the corresponding GAAP financial measures, are important supplemental measures that exclude non-cash or other items that may not be indicative of or are unrelated to our core operating results and the overall health of our company. We believe that these non-GAAP financial measures provide investors greater transparency to the information used by management for its operational decision-making and allow investors to see our results “through the eyes of management.” We further believe that providing this information assists our investors in understanding our operating performance and the methodology used by management to evaluate and measure such performance. We also present Net Debt to Adjusted EBITDA, Free Cash Flow, and Adjusted Free Cash Flow, which are liquidity measures. We believe these measures provide investors with useful supplemental information regarding our liquidity and cash flow, as these measures are also used by management to assess liquidity, evaluate operating cash flow and make resource allocation decisions. We believe it is important to measure the free cash flows we have generated from operations, after accounting for routine capital expenditures required to generate those cash flows. When read in conjunction with our GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying businesses and can be used by management as one basis for financial, operational and planning decisions. Finally, these measures are often used by analysts and other interested parties to evaluate companies in our industry.

We define Adjusted EBITDA as net income (loss) before interest expense, income tax expense (benefit), depreciation and amortization, further adjusted for certain non-cash items that we may record each period, as well as non-recurring items such as acquisition costs, integration and severance costs, refinance fees, business transformation costs and other discrete expenses, when applicable. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. We define Adjusted Net Income as GAAP Net income, adjusted for certain one-time items that we may record in a period, as well as non-recurring items such as acquisition costs, integration and severance costs, refinance fees, business transformation costs and other discrete expenses, when applicable, and amortization of intangible assets, adjusted for the tax effect. We define Adjusted Diluted EPS as Adjusted Net Income divided by the Total Diluted Shares Outstanding. This Adjusted Diluted EPS definition was recast in Q2 2026 to exclude amortization of all intangible assets. We believe that Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted Diluted EPS are important metrics for management and investors as they remove the impact of items that we do not believe are indicative of our core operating results or the overall health of our company and allows for consistent comparison of our operating results over time and relative to our peers. We define Net Debt to Adjusted EBITDA as long-term debt, less cash and cash equivalents divided by Adjusted EBITDA. We define Free

Cash Flow as cash from operating activities less capital expenditures. We define Adjusted Free Cash Flow as Free Cash Flow excluding the purchase of intangible assets.

Management recognizes that these non-GAAP financial measures have limitations, including that they may be calculated differently by other companies or may be used under different circumstances or for different purposes, thereby affecting their comparability from company to company. In order to compensate for these and the other limitations discussed below, management does not consider these measures in isolation from or as alternatives to the comparable financial measures determined in accordance with GAAP. Readers should review the reconciliations of our non-GAAP financial measures to the corresponding GAAP measures included in this press release and should not rely on any single financial measure to evaluate our business.

We have presented forward-looking statements regarding Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Diluted EPS. These non-GAAP financial measures are derived by excluding certain amounts, expenses or income, from the corresponding financial measure determined in accordance with GAAP. The determination of the amounts that are excluded from each non-GAAP financial measure is a matter of management judgment and depends upon, among other factors, the nature of the underlying expense or income amounts recognized in a given period in reliance on the exception provided by item 10(e)(1)(i)(B) of Regulation S-K, we are unable to present a quantitative reconciliation of each forward-looking Adjusted EBITDA, Adjusted Free Cash Flow and Adjusted Diluted EPS measure to its most directly comparable forward looking GAAP financial measure because such information is not available, and management cannot reliably predict all of the necessary components of such GAAP measure without unreasonable effort or expense. In addition, we believe such reconciliations would imply a degree of precision that would be confusing or misleading to investors. The unavailable information could have a significant impact on the Company’s future financial results. These non-GAAP financial measures are preliminary estimates and subject to risks and uncertainties, including, among others, changes in connection with quarter-end and year-end adjustments. Any variation between our actual results and the forward-looking non-GAAP financial data set forth above may be material.

STANDARDAERO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(In thousands, except share figures)

September 30,

December 31,

2026

2025

ASSETS

Current assets:

Cash

191,329

289,717

Accounts receivable (less allowance for expected credit losses of $9,195 and $13,484, respectively)

912,770

654,390

Contract assets, net

1,335,587

1,071,703

Inventories

752,715

827,691

Prepaid expenses and other current assets

34,251

42,776

Income tax receivable

25,173

10,182

Total current assets

3,251,825

2,896,459

Property, plant and equipment, net

604,920

579,971

Operating lease right of use asset, net

233,558

222,151

Customer relationships, net

862,900

920,432

Other intangible assets, net

386,621

244,877

Goodwill

1,710,684

1,684,255

Other assets

7,768

6,434

Deferred income tax assets

2,832

Total assets

7,061,108

6,557,411

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

802,342

679,772

Accrued expenses and other current liabilities

97,470

91,499

Accrued employee costs

90,511

74,008

Operating lease liabilities, current

30,499

22,308

Due to related parties

—

438

Contract liabilities

375,485

411,321

Income taxes payable, current

16,419

13,547

Long-term debt, current portion

23,320

23,444

Total current liabilities

1,436,046

1,316,337

Long-term debt

2,447,513

2,191,161

Operating lease liabilities, non-current

216,600

212,365

Deferred income tax liabilities

147,020

157,206

Income taxes payable, non-current

6,915

5,770

Other non-current liabilities

5,851

7,261

Total liabilities

4,259,945

3,890,100

Commitments and contingencies (Note 11)

Stockholders’ equity

Common stock ($0.01 par value, 3,500,000,000 shares authorized; 334,662,527 issued and 328,699,971 outstanding as of September 30, 2026 and 334,461,630 issued and 334,294,245 outstanding as of December 31, 2025)

3,287

3,345

Preferred stock ($0.01 par value, 100,000,000 shares authorized; no shares were issued)

—

Additional paid-in capital

3,973,892

3,958,039

Accumulated deficit

(1,015,897

)

(1,285,904

)

Accumulated other comprehensive loss

(8,598

)

(8,169

)

Treasury stock (at cost, 5,962,556 and 176,019 shares as of September 30, 2026 and December 31, 2025)

(151,521

)

—

Total stockholders’ equity

2,801,163

2,667,311

Total liabilities and stockholders’ equity

7,061,108

6,557,411

STANDARDAERO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(In thousands, except per share figures)

Three Months Ended

September 30,

Nine Months Ended

September 30,

2026

2025

2026

2025

Revenue

1,557,449

1,497,962

4,783,999

4,462,493

Cost of revenue

1,295,543

1,274,803

4,013,943

3,785,429

Selling, general and administrative expense

75,874

60,944

223,413

201,421

Amortization of intangible assets

24,968

24,873

73,998

73,808

Operating income

161,064

137,342

472,645

401,835

Interest expense

40,503

44,566

119,933

132,192

Income before income taxes

120,561

92,776

352,712

269,643

Income tax expense

27,762

24,656

82,705

70,867

Net income

92,799

68,120

270,007

198,776

Earnings per share:

Basic

0.29

0.21

0.83

0.61

Diluted

0.28

0.20

0.81

0.59

Weighted-average shares of common stock outstanding

Basic

324,960

328,453

326,151

328,446

Diluted

331,051

334,407

332,274

334,287

STANDARDAERO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)

Nine Months Ended September 30,

2026

2025

Operating activities

Net income

270,007

198,776

Adjustments to reconcile net income from operations to net cash provided by (used in) operating activities:

Depreciation and amortization

147,193

145,329

Amortization of deferred finance charges and discounts

4,869

4,912

Amortization of interest cap premiums

5,245

8,287

Payment of interest rate cap premiums

(5,238

)

(8,332

)

Stock compensation expense

15,743

10,017

(Gain) loss from disposals, net

(728

)

2,766

Non-cash lease expense

1,145

1,268

Deferred income taxes

(9,806

)

(767

)

Foreign exchange loss (gain), net

1,328

(629

)

Changes in operating assets and liabilities, net of effect of acquisitions:

Accounts receivable, net

(257,237

)

(122,580

)

Contract assets, net

(263,884

)

(210,300

)

Inventories, net

75,159

(109,713

)

Prepaid expenses and other current assets

4,756

(21,150

)

Accounts payable, accrued expenses and other current liabilities

140,367

92,353

Contract liabilities

(35,836

)

28,633

Due to/from related parties

(438

)

(475

)

Income taxes payable and receivable

(10,974

)

(24,699

)

Net cash provided by (used in) operating activities

81,671

(6,304

)

Investing activities

Acquisitions, net of cash and other

(33,142

)

1,285

Purchase of property, plant and equipment

(67,343

)

(66,733

)

Payments for purchase of intangible assets

(180,595

)

(30,000

)

Proceeds from disposal of property, plant and equipment

1,799

4,341

Net cash used in investing activities

(279,281

)

(91,107

)

Financing activities

Proceeds from long-term debt

455,000

545,000

Repayment of long-term debt

(202,613

)

(452,573

)

Repurchase of common stock

(150,131

)

—

Proceeds from the exercise of stock options

110

—

Repayments of long-term agreements

(1,340

)

(1,503

)

Net cash provided by financing activities

101,026

90,924

Effect of exchange rate changes on cash

(1,804

)

1,409

Net decrease in cash

(98,388

)

(5,078

)

Cash at beginning of the period

289,717

102,581

Cash at end of the period

191,329

97,503

Supplemental cash flow information:

Supplemental disclosure of non-cash investing activities:

Acquisition of property, plant and equipment, liability incurred, but not paid

4,093

(1,185

)

Acquisition of intangible assets, liability incurred, but not paid

777

—

Selected financial information for each segment is as follows:

Three months ended September 30, 2026

Engine

Services

Component

Repair Services

Total

Segments

(in thousands)

Revenue from external customers

1,389,482

167,967

1,557,449

Intersegment revenue

(20,725

)

20,725

—

Total segment revenue

1,368,757

188,692

1,557,449

Other segment items (1)

1,163,694

140,053

1,303,747

Segment Adjusted EBITDA

205,063

48,639

253,702

Corporate (2)

28,758

Depreciation and amortization

53,689

Interest expense

40,503

Business transformation costs (LEAP and CFM) (3)

—

Non-cash stock compensation expense

6,018

Integration costs and severance (4)

114

Other (5)

4,059

Income before income taxes

120,561

(1)

Other segment items for each reportable segment primarily includes cost of sales and other selling, general and administrative expenses.

(2)

Corporate primarily consists of costs related to executive and staff functions, including Information Technology, Human Resources, Legal, Finance, Marketing, Supply Chain, Engineering and Quality, which benefit the enterprise as a whole. These costs are primarily related to the general management of these functions on a corporate level and the design and development of programs, policies, and procedures that are then implemented in the individual segments, with each segment bearing its own cost of implementation. The Corporate function also includes expenses associated with the Company’s debt.

(3)

Represents new product industrialization costs with the business transformation of the LEAP 1A/1B engine line in San Antonio, Texas and the expansion of the Company’s CFM56 capabilities into Dallas, Texas.

(4)

Represents integration costs incurred, including any facility or platform consolidation associated with the integration of an acquisition that does not meet capitalization criteria and severance related to reduction in workforce or acquisitions. Examples of integration costs may include lease breakage or run-off fees, consulting costs, demolition costs or training costs.

(5)

Represents professional fees related to business transformation, secondary offering costs and quarterly management fees payable to Carlyle Investment Management L.L.C. under consulting services agreements, representation and warranty insurance costs associated with acquisitions, that are the result of other, non-comparable events to measure operating performance as these events arise outside of the Company’s ordinary course of continuing operations.

Nine months ended September 30, 2026

Engine

Services

Component

Repair Services

Total

Segments

(in thousands)

Revenue from external customers

4,280,739

503,260

4,783,999

Intersegment revenue

(59,754

)

59,754

—

Total segment revenue

4,220,985

563,014

4,783,999

Other segment items (1)

3,633,076

410,776

4,043,852

Segment Adjusted EBITDA

587,909

152,238

740,147

Corporate (2)

82,170

Depreciation and amortization

147,193

Interest expense

119,933

Business transformation costs (LEAP and CFM) (3)

10,320

Non-cash stock compensation expense

15,743

Integration costs and severance (4)

801

Other (5)

11,275

Income before income taxes

352,712

(1)

Other segment items for each reportable segment primarily includes cost of sales and other selling, general and administrative expenses.

(2)

(3)

(4)

(5)

Represents professional fees related to business transformation, secondary offering costs and quarterly management fees payable to Carlyle Investment Management L.L.C. and Beamer Investment Inc. under consulting services agreements, representation and warranty insurance costs associated with acquisitions, that are the result of other, non-comparable events to measure operating performance as these events arise outside of the Company’s ordinary course of continuing operations.

Three months ended September 30, 2025

Engine

Services

Component

Repair Services

Total

Segments

(in thousands)

Revenue from external customers

1,342,716

155,246

1,497,962

Intersegment revenue

(20,531

)

20,531

—

Total segment revenue

1,322,185

175,777

1,497,962

Other segment items (1)

1,156,809

121,802

1,278,611

Segment Adjusted EBITDA

165,376

53,975

219,351

Corporate (2)

23,791

Depreciation and amortization

48,106

Interest expense

44,566

Business transformation costs (LEAP and CFM) (3)

3,252

Non-cash stock compensation expense

4,142

Integration costs and severance (4)

1,891

Other (5)

827

Income before income taxes

92,776

(1)

Other segment items for each reportable segment primarily includes cost of sales and other selling, general and administrative expenses.

(2)

(3)

(4)

(5)

Nine months ended September 30, 2025

Engine

Services

Component

Repair Services

Total

Segments

(in thousands)

Revenue from external customers

4,002,693

459,800

4,462,493

Intersegment revenue

(61,518

)

61,518

—

Total segment revenue

3,941,175

521,318

4,462,493

Other segment items (1)

3,423,281

368,342

3,791,623

Segment Adjusted EBITDA

517,894

152,976

670,870

Corporate (2)

72,446

Depreciation and amortization

145,329

Interest expense

132,192

Business transformation costs (LEAP and CFM) (3)

21,433

Non-cash stock compensation expense

10,017

Integration costs and severance (4)

4,631

Other (5)

15,179

Income before income taxes

269,643

(1)

Other segment items for each reportable segment primarily includes cost of sales and other selling, general and administrative expenses.

(2)

(3)

(4)

(5)

Represents professional fees related to business transformation, secondary offering costs, loss on disposals and quarterly management fees payable to Carlyle Investment Management L.L.C. and Beamer Investment Inc. under consulting services agreements, representation and warranty insurance costs associated with acquisitions, that are the result of other, non-comparable events to measure operating performance as these events arise outside of the Company’s ordinary course of continuing operations.

The following table presents a reconciliation of net income and net income margin to Adjusted EBITDA and Adjusted EBITDA Margin, respectively:

Three months ended September 30,

Nine months ended September 30,

2026

2025

2026

2025

(in thousands, except percentages)

Net income

92,799

68,120

270,007

198,776

Income tax expense

27,762

24,656

82,705

70,867

Depreciation and amortization

53,689

48,106

147,193

145,329

Interest expense

40,503

44,566

119,933

132,192

Business transformation costs (LEAP and CFM) (1)

—

3,252

10,320

21,433

Non-cash stock compensation expense

6,018

4,142

15,743

10,017

Integration costs and severance (2)

114

1,891

801

4,631

Insurance recovery

—

(3,000

)

—

(3,000

)

Loss on disposals

—

2,764

Secondary offering costs

112

570

1,462

4,430

Other (3)

3,947

3,257

9,813

10,985

Adjusted EBITDA

224,944

195,560

657,977

598,424

Revenue

1,557,449

1,497,962

4,783,999

4,462,493

Net income margin

6.0

4.5

5.6

4.5

Adjusted EBITDA Margin

14.4

13.1

13.8

13.4

(1)

(2)

(3)

Represents other costs not recurring in the ordinary course of business including professional fees related to business transformation and quarterly management fees payable to Carlyle Investment Management L.L.C. and Beamer Investment Inc. under consulting services agreements, representation and warranty insurance costs associated with acquisitions and other non-comparable events to measure operating performance as these events arise outside of the Company’s ordinary course of continuing operations.

The following table presents a reconciliation of Debt to Net Debt and Net Debt to Adjusted EBITDA:

September 30, 2026

September 30, 2025

(in millions, except percentages)

2024 Term Loan Facilities

2,210.6

2,233.1

2024 Revolving Credit Facility

270.0

110.0

Finance leases

17.6

18.6

Other

1.0

1.1

Debt

2,499.2

2,362.8

Less Cash

191.3

97.5

Net Debt

2,307.9

2,265.3

LTM Adjusted EBITDA

867.7

784.6

Net Debt to Adjusted EBITDA

2.7x

2.9x

The following table presents revenue by segment, Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin:

Three months ended September 30,

Nine months ended September 30,

2026

2025

2026

2025

(in thousands, except percentages)

Engine Services

Segment Revenue

1,368,757

1,322,185

4,220,985

3,941,175

Segment Adjusted EBITDA

205,063

165,376

587,909

517,894

Segment Adjusted EBITDA Margin

15.0

12.5

13.9

13.1

Component Repair Services

Segment Revenue

188,692

175,777

563,014

521,318

Segment Adjusted EBITDA

48,639

53,975

152,238

152,976

Segment Adjusted EBITDA Margin

25.8

30.7

27.0

29.3

The following table presents a reconciliation of Cash Flow from Operations to Adjusted Free Cash Flow:

Three months ended September 30,

Nine months ended September 30,

2026

2025

2026

2025

(in thousands)

Cash Flow from Operations

128,898

14,799

81,671

(6,304

)

Purchase of property, plant and equipment

(30,702

)

(19,471

)

(67,343

)

(66,733

)

Payments for purchase of intangible assets

(180,119

)

—

(180,595

)

(30,000

)

Proceeds from disposal of property, plant and equipment

971

704

1,799

4,341

Net cash used for capital expenditures and intangible assets

(209,850

)

(18,767

)

(246,139

)

(92,392

)

Free cash flow

(80,952

)

(3,968

)

(164,468

)

(98,696

)

Payments for purchase of intangible assets

180,119

—

180,595

30,000

Adjusted free cash flow

99,167

(3,968

)

16,127

(68,696

)

The following tables present a reconciliation of Net income/Diluted EPS to Adjusted Net Income/Adjusted Diluted EPS:

Three months ended September 30, 2026

Nine months ended September 30, 2026

EPS

(in millions, except per share data )

Net income/Diluted EPS

92.8

0.28

270.0

0.81

Business transformation costs (LEAP and CFM)

—

0.00

10.3

0.03

Stock compensation

6.0

0.02

15.7

0.05

Integration costs and severance

0.1

0.00

0.8

0.00

Secondary offering costs

0.1

0.00

1.5

0.01

Professional services fees and other

3.9

0.01

9.8

0.03

One-offs included in adjusted EBITDA add-back

10.1

0.03

38.1

0.12

Amortization of intangible assets (1)

38.0

0.11

102.8

0.31

Tax adjustment

(11.1

)

(0.03

)

(33.2

)

(0.10

)

Adjusted Net Income/Adjusted Diluted EPS (1)

129.8

0.39

377.7

1.14

(1) Effective Q2 2026, the Company updated its definition of Adjusted Diluted EPS to broaden the existing exclusion of amortization of acquired intangible assets to also exclude the non-cash amortization of all intangible assets, including intangible assets associated with licenses. Management believes that excluding this item provides investors with a more useful baseline for evaluating core operating performance, as these non-cash charges—whether arising from acquisition accounting or license-related intangible investments—do not reflect the Company’s ongoing operations and facilitate more consistent comparison of results across periods regardless of how the Company has chosen to deploy capital, and will provide further comparability to StandardAero’s peers.

Three months ended September 30, 2025

Nine months ended September 30, 2025

EPS

(in millions, except per share data )

Net income/Diluted EPS

68.1

0.20

198.8

0.59

Business transformation costs (LEAP and CFM)

3.3

0.01

21.4

0.06

Stock compensation

4.1

0.01

10.0

0.03

Integration costs and severance

1.9

0.01

4.6

0.01

Secondary offering costs

0.6

0.00

4.4

0.01

Professional services fees and other

0.2

0.00

11.0

0.03

One-offs included in adjusted EBITDA add-back

10.1

0.03

51.4

0.15

Amortization of intangible assets (1)

33.0

0.10

98.0

0.29

Tax adjustment

(11.0

)

(0.03

)

(36.9

)

(0.11

)

Adjusted Net Income/Adjusted Diluted EPS (1)

100.2

0.30

311.3

0.93

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