Form 8-K

8-K — AEVEX Corp.

Accession: 0002096300-26-000023

Filed: 2026-08-12

Period: 2026-08-12

CIK: 0002096300

SIC: 3721 (AIRCRAFT)

Item: Financial Statements and Exhibits

Documents

8-K — avex-20260812.htm (Primary)

EX-99.1 (exhibit991-pressrelease2q2.htm)

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8-K

8-K (Primary)

Filename: avex-20260812.htm · Sequence: 1

avex-20260812

false000209630000020963002026-08-122026-08-12

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): August 12, 2026

AEVEX Corp.

(Exact name of registrant as specified in its charter)

Delaware 001-43238 41-2460652

(State or other jurisdiction of incorporation)

(Commission File Number) (IRS Employer Identification No.)

440 Stevens Avenue, Suite 150, Solana Beach, CA

92075

(Address of principal executive offices) (Zip Code)

(858) 704-4125

(Registrant’s telephone number, including area code)

N/A

(Former name or 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 exchange on which registered

Class A Common Stock, par value $0.0001 per share

AVEX 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 August 12, 2026, AEVEX Corp., a Delaware corporation (“Company”), issued a press release announcing its financial results for the second quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference into this Item 2.02.

The information furnished in this Item 2.02, including the press release incorporated into this Item 2.02, shall not be deemed “filed” for the purposes of Section 18 of the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits

Exhibit No. Description

99.1

Press Release issued by AEVEX Corp. on August 12, 2026

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

SIGNATURE

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.

Date: August 12, 2026

AEVEX Corp.

By: /s/ Roger Wells

Name: Roger Wells

Title: Chief Executive Officer

EX-99.1

Filename: exhibit991-pressrelease2q2.htm · Sequence: 2

Exhibit 99.1 - Press Release 2Q26 AEVEX 8-K - August 12, 2026

440 Stevens Ave. Ste 150 Solana Beach, CA 92075 aevex.com

Press Release

For Immediate Release

Exhibit 99.1

AEVEX Corp. Announces Financial Results for Second Quarter 2026

SOLANA BEACH, Calif., August 12, 2026 – AEVEX Corp. (NYSE: AVEX) ("AEVEX" or the Company)

announced results today for the three months ended June 30, 2026 ("Second Quarter 2026").

•Total revenue of $201.8 million, up 99.5% from $101.1 million in Q2 2025

•Net Income of $6.7 million compared to a net loss of $11.8 million in Q2 2025

•Adjusted EBITDA* of $28.1 million compared to Adjusted EBITDA* of $3.6 million in Q2 2025

•Announced definitive agreement to acquire BlackSea Technologies to expand AEVEX’s multi‑domain

autonomous systems portfolio

Outlook for Full Year 2026

•Total revenue of $700.0 million to $720.0 million

•Adjusted EBITDA* of $105.0 million to $111.5 million

* See “Non-GAAP Financial Measures” below for an explanation of this measure. The Company is unable to provide a reconciliation for

forward-looking outlook of Adjusted EBITDA to net income (loss), the most closely comparable GAAP measure without unreasonable effort,

because certain material reconciling items cannot be estimated due to factors outside of the Company's control and could have a material impact

on the reported results. However, the Company estimates depreciation and amortization of approximately $21.7 million and net interest expense

of approximately $11.5 million for the year ending December 31, 2026.

“Our second‑quarter results reflect the scale, momentum, and customer demand we’re seeing across our autonomous

systems portfolio. Near triple‑digit revenue growth, continued margin expansion, and strong execution across the

business highlight the operational tempo our teams are delivering for customers,” said Roger Wells, Chief Executive

Officer of AEVEX. “Demand signals for battle‑proven autonomous systems remain robust, and we continued to see

customers prioritize providers who can deliver capability at scale and in operational environments today. Our

CompassX‑enabled autonomy ecosystem and expanding production footprint position us well to support those

needs."

“The announced acquisition of BlackSea is expected to further strengthen our position in a rapidly expanding market

and reflects the disciplined capital deployment that underpins our strategy to build one of the most capable pure‑play

autonomous systems providers in the industry.”

“With key programs ramping, a growing pipeline, and sustained momentum through the first half of the year, we are

raising our full‑year outlook and entering the second half of 2026 with strong visibility. I’m proud of our team’s

execution, and confident in our ability to continue delivering field‑relevant autonomous systems that help advance

customer missions.”

“In the second quarter, AEVEX delivered balanced performance across both Tactical Systems and Global Solutions

and continued our disciplined approach to deploying capital,” said Todd Booth, Chief Financial Officer of AEVEX.

“These results reflect disciplined execution, strong backlog conversion, and sustained demand supporting visibility

as we move through the remainder of the year.”

Total revenues increased to $201.8 million from $101.1 million, or by $100.7 million, for the three months

ended June 30, 2026, compared to the same period in 2025. The increase is primarily due to $102.1 million of higher

revenues in our Tactical Systems segment primarily from UAS products and support services (including $72.2

million from the EUCOM AOR Deep Strike program), which is offset by $1.8 million of lower revenue in our

Global Solutions segment from aircraft modifications and testing products and services.

For the three months ended June 30, 2026, our net income (loss) increased to net income of $6.7 million

and a net income margin of 3.3% from a net loss of $(11.8) million and a net loss margin of (11.7)%, or by $18.5

million, compared to the same period in 2025. The increase was primarily driven by a $26.1 million increase in

products gross profit, a $3.1 million increase in services gross profit and a $1.6 million decrease in research and

development expenses primarily for UAS products and services development activities. These favorable impacts

were partially offset by a $13.1 million increase in selling, general and administrative expenses, primarily due to a

$5.8 million increase in professional fees related to our IPO process, secondary offering and business acquisition, a

$3.0 million increase in incentive compensation expense, a $2.1 million increase in new employee-related costs, and

a $1.6 million increase in noncash stock compensation expense.

For the three months ended June 30, 2026, Adjusted EBITDA was $28.1 million and Adjusted EBITDA

margin was 13.9%. This is compared to Adjusted EBITDA of $3.6 million and Adjusted EBITDA margin of 3.6%

for the three months ended June 30, 2025. The increase was primarily driven by a $26.6 million increase in Tactical

Systems Adjusted EBITDA as a result of the increase in products revenue and decrease in research and development

expense for UAS products and services, which was partially offset by the increase in cost of products revenue and

the increase in selling, general and administrative expenses for incentive compensation expense and new employee-

related costs. In addition, the increase was also driven by a $1.8 million increase in Global Solutions Adjusted

EBITDA, primarily due to decrease in selling, general, and administrative expenses, research and development

expenses, and cost of products, which is partially offset by the decrease in revenue primarily from aircraft

modifications and testing products.

Segment Highlights

We measure the performance of our reportable segments based on total segment revenue and Segment

Adjusted EBITDA. Our operating and reportable segments are Tactical Systems and Global Solutions. The

following table presents total revenue by segment, Segment Adjusted EBITDA and Segment Adjusted EBITDA

margin (in thousands):

Three Months Ended June 30,

Change

2026

2025

Tactical Systems

Segment revenue

$174,220

$72,100

$102,120

141.6%

Segment Adjusted EBITDA

$29,562

$2,939

$26,623

905.9%

Segment Adjusted EBITDA Margin

17.0%

4.1%

Global Solutions

Segment revenue

$27,571

$29,034

$(1,463)

(5.0)%

Segment Adjusted EBITDA

$3,903

$2,153

$1,750

81.3%

Segment Adjusted EBITDA Margin

14.2%

7.4%

Tactical Systems

Tactical Systems segment revenue increased to $174.2 million from $72.1 million, or by $102.1 million

and 141.6%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The

increase is due to $102.1 million of higher revenue from UAS products and support services.

Tactical Systems Adjusted EBITDA increased to $29.6 million from $2.9 million, or by $26.6 million, for

the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase is primarily

due to the increase in products revenue and the decrease in research and development expense for UAS products and

services, which was offset by the increase in cost of products revenue and the increase in selling, general and

administrative expenses for incentive compensation expense and new employee-related costs.

Global Solutions

Global Solutions segment revenue decreased to $27.6 million from $29.0 million, or by $1.5 million and

5.0%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease is

primarily due to $1.8 million of lower revenue primarily from aircraft modifications and testing products.

Global Solutions Adjusted EBITDA increased to $3.9 million from $2.2 million, or by $1.8 million, for the

three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase is primarily due

to decrease in selling, general, and administrative expenses, research and development expenses, and cost of

products, which is partially offset by the decrease in revenue primarily from aircraft modifications and testing

products.

Awards and Funded Backlog

Significant second quarter 2026 awards include: A contract for delivery of UAS and engineering services to

U.S. Air Force with a contract value of $18.5 million; contracts for mission‑support capabilities with the U.S. Air

Force with an aggregate contract value of $15.6 million; an option year award to continue delivering real‑time aerial

intelligence for California’s FIRIS Program with a contract value of $15.2 million; and a contract for advanced

unmanned mission capabilities with the U.S. Air Force with a contract value of $50 million.

Funded backlog represents our estimate of the revenue we expect to realize in future periods as a result of

performing work on funded contracts that have been awarded to us (net of any revenue already recognized as of the

backlog date). We include the aggregate expected revenue from awarded contracts in our funded backlog upon the

execution of a legally binding agreement (e.g., written contract or purchase order), even though our contracts include

certain termination rights exercisable by our customers with advance notice. We exclude from funded backlog any

unfunded contract options and at-risk work. Deferred revenue recognized on our consolidated balance sheets

consists of payments and billings that we have received in excess of revenue that we have recognized. Because cash

receipts from these contracts have not been recognized into revenue, they are included in our backlog calculation.

We view growth in funded backlog as a key measure of our future business prospects. We monitor our funded

backlog because we believe it is a forward-looking indicator of potential sales that can be helpful to investors in

evaluating the performance of our business and identifying trends over time. Although funded backlog reflects

business associated with contracts that are considered to be firm, terminations, amendments, or contract

cancellations may occur, which could result in a reduction in our total funded backlog and potential future revenue

that never gets recognized.

June 30, 2026

December 31, 2025

Funded backlog

$259,829

$503,123

Funded backlog includes both single and multi-year awards, and fluctuations in backlog are driven

primarily by the timing of large program wins. The decrease of $243.3 million in funded backlog for the six months

ended June 30, 2026 was primarily due to revenue recognized for the EUCOM AOR Deep Strike program during

the six months ended June 30, 2026. We expect to convert approximately 95.1% of the total $259.8 million of

funded backlog as of June 30, 2026 into revenue during the next 12 months. The decrease was also influenced by an

increase in shorter-cycle customer orders.

Business Outlook for the Full Year 2026

For the full fiscal year 2026, the Company expects total revenue of between $700.0 million and $720.0

million, and Adjusted EBITDA* between $105.0 million and $111.5 million, excluding any contributions from the

proposed acquisition of BlackSea Technologies or other future acquisitions.

* See “Non-GAAP Financial Measures” below for an explanation of this measure. The Company is unable to provide a reconciliation

for forward-looking outlook of Adjusted EBITDA to net income (loss), the most closely comparable GAAP measure without unreasonable effort,

because certain material reconciling items cannot be estimated due to factors outside of the Company's control and could have a material impact

on the reported results. However, the Company estimates depreciation and amortization of approximately $21.7 million and net interest expense

of approximately $11.5 million for the year ending December 31, 2026.

The foregoing estimates, which are based on information as of August 12, 2026, are forward-looking and

reflect management’s view of current and future market conditions, subject to certain risks and uncertainties,

including certain assumptions with respect to our expectation that there will not be prolonged continuing resolutions,

and that the general contracting and funding environment does not materially change. Investors are reminded that

actual results may differ materially from these estimates and investors should review all risks related to achievement

of the guidance reflected under “forward-looking statements” below and in the Company’s filings with the

Securities and Exchange Commission (the “SEC”).

Investor/Analyst Conference Call

AEVEX Chief Executive Officer, Roger Wells, and Chief Financial Officer, Todd Booth, will host an

earnings conference call Wednesday, August 12, 2026, reviewing the second quarter results, followed by a question

and answer session. The call is scheduled to begin promptly at 5 pm EST. Details on how to access the call can be

found on Events and Presentation section of the company's Investor Relations website. Analysts looking to

participate live on the call may register here: https://tinyurl.com/AVEXConferenceCallQ2-2026

For more information, visit www.aevex.com.

About AEVEX

AEVEX Corp. (NYSE: AVEX) is a leading U.S. defense technology company delivering autonomous

unmanned systems, AI‑enabled mission software, and advanced ISR and electronic warfare solutions for national

security customers. With vertically integrated engineering, rapid prototyping, and high‑volume manufacturing across

multiple U.S. locations, AEVEX provides affordable, front‑line‑ready capabilities designed for contested and

GPS‑denied environments. AEVEX’s mission is to strengthen deterrence, enhance warfighter effectiveness, and

help ensure the United States maintains technological and industrial advantage in the era of autonomy.

Media Contact

Brian Manning

bmanning@aevex.com

Investor Relations Contact

Jason Gursky

jgursky@aevex.com

Forward-Looking Statements

This press release and related conference call contain forward-looking statements that are subject to risks

and uncertainties. All statements other than statements of historical fact included in this press release and related

conference call are forward-looking statements. Forward-looking statements give our current expectations and

projections relating to our financial condition, results of operations, plans, objectives, future performance and

business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or

current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,”

“intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning in

connection with any discussion of the timing or nature of future operating or financial performance or other events.

Such forward-looking statements include, but are not limited to, statements regarding: the proposed acquisition of

BlackSea Technologies (the “Transaction”) and its expected closing, integration and financial impact, expected EPS

accretion, BlackSea revenue and growth expectations, earnout targets, production capacity expansion plans, pipeline

and proposal activity, defense spending and budget trends, multi-domain strategy and technology integration, our

2026 outlook, backlog, total addressable market opportunity, growth and M&A strategy, and capital allocation

priorities. All forward-looking statements are subject to risks and uncertainties that may cause actual results to differ

materially and adversely from those set forth in, or implied by, such forward-looking statements.

These risks and uncertainties include, but are not limited to: a failure to (or delay in) receiving the required

regulatory clearances for the Transaction; a condition to closing of the Transaction may not be satisfied (or waived);

the ability of each party to consummate the Transaction; the risk that the Transaction may not be completed in a

timely manner or at all, which may adversely affect the Company’s business and the price of its securities; the

diversion of management time and attention from ongoing business operations and opportunities; the effect of the

Transaction and the public announcement of the Transaction on BlackSea’s operations and its relationships with its

suppliers, business partners, management and employees, including its ability to attract and retain key personnel; the

Company’s ability to successfully integrate BlackSea and execute on the continued development of BlackSea’s

programs following the closing of the Transaction; the outcome of any legal proceedings that could be instituted

against the parties to the Transaction; disruption in BlackSea’s plans and operations attributable to the Transaction; a

failure by BlackSea to meet its expected financial results; the Company’s evaluation of the accounting treatment of

the Transaction and its potential impact on its financial results and financial guidance; the effects of the

announcement or pendency of the Transaction on the Company’s stock price, business relationships, operating

results and business generally; risks that the Transaction may disrupt the Company’s current business plans and

operations; the risk that the issuance of the Company’s Class A common stock in connection with the Transaction

will dilute the ownership interests of the Company’s existing stockholders and adversely affect the market price of

the Company’s Class A common stock; our reliance on a limited number of major customers for a substantial

portion of our revenue; the potential for reductions, delays, or changes in U.S. and foreign government budgets,

spending priorities, procurement processes, or military transformation initiatives; our dependence on government

contracts; increasing competitive pressures in our industry; decline or lack of growth with respect to the markets into

which we sell our products and services; our failure to expand into new markets or introduce new offerings; our

inability to manage increasing technological complexity, scale manufacturing capacity, achieve cost reductions or

realize projected economies of scale; claims that our complex products and services may contain unknown defects or

errors; the scarcity, unavailability, or increased cost of critical components or raw materials; violations of export

controls, sanctions and other regulations; political, economic and regulatory instability in foreign markets; our

dependence on senior management and key employees; challenges developing, commercializing or achieving market

acceptance for new products, services or enhancements, particularly those involving artificial intelligence; changes

in tax laws, trade policies, tariffs, inflation, recession and other macroeconomic or market conditions; difficulties

executing, integrating or realizing expected benefits from acquisitions, and exposure to unexpected liabilities from

such transactions; technological failures, cybersecurity breaches or unauthorized access to our, our customers' or our

suppliers' information and systems; dependence on our facilities; and the other factors set forth in our filings with the

SEC.

We derive many of our forward-looking statements from our operating budgets and forecasts, which are

based on many detailed assumptions. Important factors that could cause actual results to differ materially from our

expectations, or cautionary statements, are disclosed under the “Risk Factors” and “Management's Discussion and

Analysis of Financial Condition and Results of Operations” sections in our Prospectus. All written and oral forward-

looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by

these cautionary statements as well as other cautionary statements that are made from time to time in our other SEC

filings and public communications. You should evaluate all forward-looking statements made in this press release

and related conference call in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain all of the factors that are

important to you. The forward-looking statements included in this press release and related conference call are made

only as of the date hereof. We undertake no obligation to update or revise any forward-looking statement as a result

of new information, future events or otherwise, except as otherwise required by law.

AEVEX CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(in thousands, except par value and unit amounts)

June 30, 2026

December 31, 2025

Assets

Current Assets:

Cash and cash equivalents

$215,238

$27,908

Accounts receivable, net

69,050

55,215

Contract assets

119,561

79,680

Inventories

12,668

4,134

Prepaid expenses and other current assets

14,916

23,479

Total current assets

431,433

190,416

Goodwill

292,328

Customer relationships, net

102,167

110,250

Other intangible assets, net

1,658

1,864

Property and equipment, net

20,070

19,586

Operating lease right-of-use assets

8,590

7,697

Deferred income tax assets

84,277

—

Other assets

3,194

478

Asset held for sale

4,376

Total assets

$948,093

$626,995

Liabilities, Mezzanine Equity and (Deficit) Equity

Current Liabilities:

Accounts payable

$30,729

$23,700

Accrued expenses and other current liabilities

23,164

21,760

Deferred revenue

16,637

10,942

Current portion of long-term debt

2,500

2,720

Operating lease liabilities

3,146

3,426

Total current liabilities

76,176

62,548

Long-term debt, net of current portion

96,607

255,780

TRA liability

95,933

—

Operating lease liabilities, net of current portion

5,843

4,700

Series A preferred units derivative liability

—

19,999

Total liabilities

274,559

343,027

Commitments and contingencies (Note 8)

Mezzanine Equity:

Series A preferred units, no par value, 120,000 units authorized, 100,000 units issued and

outstanding as of December 31, 2025

—

80,371

Redeemable noncontrolling interests

1,202,666

—

Stockholders'/Members' (Deficit) Equity:

Class A units, no par value; 88,532,824 units authorized, 88,532,824 units issued and

outstanding as of December 31, 2025

—

199,016

Class A common stock, $0.0001 par value per share; 1,000,000,000 shares authorized,

56,470,333 shares issued and outstanding as of June 30, 2026

—

Class B common stock, $0.0001 par value per share; 200,000,000 shares authorized,

57,571,367 shares issued and outstanding as of June 30, 2026

—

Retained (deficit) earnings

(533,722)

—

Total stockholders'/members’ (deficit) equity

(533,711)

199,016

Noncontrolling interest

4,579

4,581

Total (deficit) equity

(529,132)

203,597

Total liabilities, mezzanine equity, and (deficit) equity

$948,093

$626,995

AEVEX CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(in thousands, except unit and per unit amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Revenue:

Products

$168,668

$70,836

$360,512

$97,323

Services

33,123

30,298

57,972

57,069

Total revenue

201,791

101,134

418,484

154,392

Cost of revenue:

Products

130,319

58,634

270,477

82,875

Services

23,825

24,124

43,866

50,079

Total cost of revenue

154,144

82,758

314,343

132,954

Gross profit

47,647

18,376

104,141

21,438

Operating expenses:

Selling, general, and administrative

22,469

9,383

41,881

17,971

Research and development

5,639

7,194

8,976

16,684

Amortization of intangible assets

4,168

4,125

8,290

8,205

Change in contingent consideration

—

1,214

—

2,435

Total operating expenses

32,276

21,916

59,147

45,295

Income (loss) from operations

15,371

(3,540)

44,994

(23,857)

Other income (expense), net:

Interest expense

(3,977)

(8,378)

(10,521)

(15,557)

Interest income

1,106

130

1,212

344

Change in fair value of derivative liability

(3,295)

—

(5,695)

—

Other (expense) income, net

(57)

—

156

—

Total other expense, net

(6,223)

(8,248)

(14,848)

(15,213)

Income (loss) before income taxes

9,148

(11,788)

30,146

(39,070)

Provision for income taxes

2,454

Net income (loss)

6,694

(11,830)

27,692

(39,152)

Net income attributable to noncontrolling interest

148

Net income attributable to redeemable noncontrolling interests

4,290

—

4,290

$—

Net income (loss) attributable to AEVEX Corp.

$2,328

$(11,844)

$23,254

$(39,173)

Earnings per share of Class A common stock:

Basic(1)

$0.01

$—

$0.01

$—

Diluted(1)

$0.01

$—

$0.01

$—

Weighted average shares of Class A common stock outstanding:

Basic(1)

52,805,593

—

52,805,593

—

Diluted(1)

52,805,593

—

52,805,593

—

(1) Represents net income per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period following the

Organizational Transactions. Earnings (loss) per share is presented for the period from after the Organizational Transactions, April 17, 2026, to June 30, 2026. All

earnings and losses prior to the Organizational Transactions were entirely allocable to the redeemable noncontrolling interests. Refer to Note 13, Earnings per

Share, in the accompanying notes for additional details.

AEVEX CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(In thousands)

Six Months Ended June 30,

2026

2025

Operating activities

Net income (loss)

$27,692

$(39,152)

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Depreciation and amortization

10,787

10,671

Amortization of debt issuance costs

292

611

Noncash stock compensation expense

1,809

Change in contingent consideration

—

2,435

Deferred income taxes

1,729

Noncash operating lease expense

1,671

1,550

Provision for inventory obsolescence

662

Change in fair value of derivative liability

5,695

—

Loss on debt extinguishment

919

—

Loss on sale of equipment

—

Changes in operating assets and liabilities:

Accounts receivable, net

(13,835)

(47,948)

Contract assets

(39,881)

13,608

Inventories

(8,619)

1,383

Prepaid expenses and other current assets

7,917

230

Other assets

(122)

340

Accounts payable

6,851

8,382

Accrued expenses and other current liabilities

1,623

17,164

Deferred revenue

5,695

3,589

Operating lease liabilities

(1,701)

(1,545)

Net cash provided by (used in) operating activities

8,616

(27,865)

Investing activities

Business acquisition, net of cash acquired

(500)

(2,077)

Proceeds from sale of property and equipment

235

—

Purchases of property and equipment

(3,268)

(4,203)

Net cash used in investing activities

(3,533)

(6,280)

Financing activities

Proceeds from Series A preferred units, net of issuance costs

15,317

—

Repurchase of Class A units

(1,048)

—

Distributions to members

(3,000)

—

Distributions to noncontrolling interest

(150)

(136)

Proceeds from issuance of Class B common stock

1,000

—

Proceeds from notes payable

98,120

—

Payments of debt issuance costs

(1,453)

—

Repayment of notes payable

(259,135)

(1,360)

Payment of debt extinguishment costs

(176)

—

Proceeds from IPO, net of underwriting discounts and commissions

345,920

—

Payments of offering costs

(12,253)

—

Proceeds from secondary offering, net of underwriting discounts and commissions

148,809

—

Purchase of Series B units

(148,809)

—

Proceeds from revolving credit facility

—

10,000

Net cash provided by financing activities

183,142

8,504

Net increase (decrease) in cash, cash equivalents and restricted cash

188,225

(25,641)

Cash, cash equivalents and restricted cash:

Beginning of period

27,908

45,603

End of period(1)

$216,133

$19,962

(1)As of June 30, 2026, prepaid expenses and other current assets, and other assets, include $0.5 million and $0.4 million, respectively, of restricted cash

related to a standby letter of credit as security for a customer contract.

AEVEX CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (Continued)

(In thousands)

Supplemental disclosures of cash flow information:

Cash paid for interest

$9,003

$14,838

Cash paid for income taxes

$1,128

$54

Supplemental disclosures of noncash financing and investing activities:

Purchase of property and equipment in accounts payable

$211

$77

Series A preferred units accretion

1,616

—

Deferred offering costs in accrued expenses

400

—

Deferred financing costs in accrued expenses

144

—

Equity issued in settlement of contingent consideration

—

61,650

Right-of-use assets obtained in exchange for new lease liabilities

2,564

573

Non-GAAP financial measures

We use certain non-GAAP key performance indicators to evaluate our business operations, including

Adjusted EBITDA, Adjusted EBITDA Margin and free cash flow.

The non-GAAP financial measures presented in this press release and related conference call are

supplemental measures of our performance that we believe help investors 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 with greater transparency to the

information used by management for its operational decision-making. 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. 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 a 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.

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

below and should not rely on any single financial measure to evaluate our business. The reasons we use these non-

GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures

follow.

Adjusted EBITDA and Adjusted EBITDA Margin

We define Adjusted EBITDA as net income (loss) before interest income and expense, income tax expense

(benefit), depreciation and amortization expense, other income (expense), changes in the fair value of contingent

consideration liabilities and derivative liabilities, noncash stock compensation expense, offering costs related to the

IPO or Secondary Offering, asset impairments, business acquisition costs, restructuring costs, and gains or losses on

debt extinguishments, as well as certain non-recurring items. We define Adjusted EBITDA Margin as Adjusted

EBITDA divided by revenue. We believe that Adjusted EBITDA and Adjusted EBITDA Margin 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 allow for consistent comparison of our operating

results over time and relative to our peers.

The following table presents a reconciliation of net income to Adjusted EBITDA and Adjusted EBITDA

Margin for the three and six months ended June 30, 2026 and 2025 (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

Net income (loss)

$6,694

$(11,830)

$27,692

$(39,152)

Interest expense

3,977

8,378

10,521

15,557

Interest income

(1,106)

(130)

(1,212)

(344)

Provision for income taxes

2,454

Depreciation and amortization

5,478

5,498

10,787

10,671

Other (expense) income, net

—

(156)

—

Change in contingent consideration

—

1,214

—

2,435

Change in fair value of derivative

liability

3,295

—

5,695

—

Noncash stock compensation

1,731

—

1,731

—

IPO-related costs(1)

—

1,475

—

Secondary Offering related costs(2)

2,967

—

2,967

—

Business acquisition costs

2,268

—

2,268

—

Other(3)

333

456

333

1,019

Adjusted EBITDA

$28,148

$3,628

$64,555

$(9,732)

Total revenue

$201,791

$101,134

$418,484

$154,392

Net income (loss) margin

3.3%

(11.7)%

6.6%

(25.4)%

Adjusted EBITDA Margin

13.9%

3.6%

15.4%

(6.3)%

(1) Represents non-recurring professional service fees related to the public offering and IPO readiness.

(2) Represents non-recurring professional service fees related to the Secondary Offering.

(3) Other for the three and six months ended June 30, 2026 includes $0.3 million of process improvement costs. Other for the

three and six months ended June 30, 2025 primarily includes $0.4 million and $0.9 million, respectively, of legal fees related to

the non-recurring Viking legal settlement.

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