Form 8-K

8-K — StandardAero, Inc.

Accession: 0001193125-26-212095

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0002025410

SIC: 3724 (AIRCRAFT ENGINES & ENGINE PARTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — saro-20260507.htm (Primary)

EX-99.1 (saro-ex99_1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: saro-20260507.htm · Sequence: 1

8-K

false000202541000020254102026-05-072026-05-07

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): May 7, 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 May 7, 2026, StandardAero Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 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 May 7, 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:

May 7, 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 FIRST Quarter 2026 Results

Double-digit Revenue Growth Across All End Markets

SCOTTSDALE, Ariz.--(BUSINESS WIRE)-- StandardAero (NYSE: SARO) announced results today for the three months ended March 31, 2026 (“First Quarter 2026”).

First Quarter 2026 Highlights

•

Revenue increased 13.3% year-over-year to $1,626.9 million

•

Net Income was $79.9 million; Diluted GAAP EPS was $0.24, Net Income as a percentage of Revenue was 4.9%

•

Adjusted Diluted EPS was $0.33 up from $0.29 in the prior year's quarter

•

Adjusted EBITDA increased $4.9 million year-over-year to $203.2 million; Adjusted EBITDA Margin was 12.5%

•

Cash Flow used in Operations was ($119.6) million; Free Cash Flow for the quarter was ($133.7) million

•

Announced acquisition of Unified Turbines

•

Increasing FY26 Revenue, Adjusted EBITDA and Adjusted EPS guidance

“StandardAero’s first quarter performance provides a solid foundation for continued momentum in 2026,” said Russell Ford, StandardAero’s Chairman and Chief Executive Officer. “We delivered double-digit revenue growth across all three of our end markets, supported by sustained strength in commercial aerospace, accelerating bookings momentum in our military end market, and excellent execution on our business aviation platforms. Our Component Repair Services segment delivered double-digit Adjusted EBITDA growth, demonstrating the attractive margin profile in that segment and the continued success of our component repair strategy.”

“Consistent with our commitment to this strategy, we also announced the acquisition of Unified Turbines, which adds important hot section component repair capabilities and further strengthens our broader CRS offering. In addition, we purchased approximately 2.0 million shares of our common stock for an aggregate purchase price of $60.1 million under our share repurchase program, reflecting our disciplined approach to capital allocation."

Mr. Ford continued, “With robust demand, a diversified end market mix, leading positions on critical engine platforms and a strategically designed global footprint, we believe StandardAero is well positioned to perform across a range of economic environments, including periods of broader macroeconomic uncertainty and elevated jet fuel prices. These strengths, combined with disciplined capital allocation and continued investment in our growth programs, give us confidence in our ability to deliver another year of double-digit earnings growth. As a result, we are raising our full year 2026 guidance.”

First Quarter 2026 Consolidated Results

Revenue for the First Quarter 2026 was $1,626.9 million, an increase of $191.3 million, or 13.3%, from $1,435.6 million for the prior year period. The increase was driven by strong demand for our services and products across all three major end markets. The Business Aviation end market grew 19.6% compared to the prior year period, the Commercial Aerospace end market grew 11.4% compared to the prior year period, and the Military and Helicopter end market grew 10.3%, compared to the prior year period.

Net income for the First Quarter 2026 was $79.9 million, as compared to net income of $62.9 million for the prior year period, a 27.0% year-over-year growth rate.

Adjusted EBITDA for the First Quarter 2026 was $203.2 million, an increase of $4.9 million, or 2.5%, from $198.2 million for the prior year period. The increase reflects continued growth in volume and pricing, as well as productivity improvements, offset by the timing of engine shipments. Adjusted EBITDA margin of 12.5% declined 130 basis points compared to 13.8% in the prior year period, primarily due to mix and the continued ramp in LEAP and CFM56 DFW.

First Quarter 2026 Segment Results

Engine Service

Engine Services segment revenue for the First Quarter 2026 was $1,447.1 million, an increase of $178.8 million, or 14.1%, from

$1,268.3 million for the prior year period. The increase was driven primarily by a strong ramp in our growth platforms, including LEAP and CFM56, along with continued momentum on other key commercial, military, and business aviation platforms.

Engine Services Segment Adjusted EBITDA for the First Quarter 2026 was $178.6 million, an increase of $4.6 million, or 2.7%, from $174.0 million for the prior year period. The increase was driven by volume and productivity gains, partially offset by the timing of engine shipments in the quarter. Segment Adjusted EBITDA Margin of 12.3% decreased 140 basis points compared to 13.7% in the prior year period driven by mix including the ramp in LEAP and CFM56 DFW, compared to the previous year's period.

Component Repair Services Segment

Component Repair Services segment revenue for the First Quarter 2026 was $179.7 million, an increase of $12.4 million, or 7.4%, from $167.3 million for the prior year period. The increase was driven by continued robust demand on key commercial aerospace products, partially offset by softness in the military end market from the delayed effect of the U.S. Government shutdown in the previous quarter.

Component Repair Services Segment Adjusted EBITDA for the First Quarter 2026 was $52.4 million, an increase of $5.0 million, or 10.6%, from $47.4 million for the prior year period. Segment Adjusted EBITDA margins increased 90 basis points to 29.2% from 28.3% in the prior year period, driven by pricing, mix and improved productivity.

Full Year 2026 Guidance

StandardAero is updating its full year 2026 guidance:

Full Year 2026

($ in millions)

Revenue1 (increase)

$6,325 to $6,450

Engine Services1 (increase)

$5,550 to $5,650

Component Repair Services

$775 to $800

Adjusted EBITDA (increase)

$875 to $905

Engine Services Segment (increase)

$760 to $780

Component Repair Services Segment

$220 to $230

Free Cash Flow

$270 to $300

Adjusted Earnings Per Share (increase)

$1.40 to $1.50

End Market Revenue Growth Assumptions

Commercial Aerospace2

Low-Double Digit to Mid-Teens YoY Growth

Military & Helicopter (increase)

Low-Double Digit YoY Growth

Business Aviation (increase)

High-Single Digit to Low-Double Digit YoY Growth

StandardAero has not reconciled its full year 2026 guidance related to Adjusted EBITDA, Free Cash Flow or Adjusted 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, [May 7], 2026, 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.

1 Includes effect from the elimination of $300 to $400 million in material pass-through revenue

2 Excludes effect from the elimination of $300 to $400 million in material pass-through revenue

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 the StandardAero’s investor relations website or by dialing (877) 660-6853 or (201) 612-7415. The access code for the replay is 13759396. The replay will be available until 11:59 PM ET on May 21, 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, go to 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 ended December 31, 2026, financial condition, liquidity, prospects, growth, strategies, the industry in which we operate 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 presentation, 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 Diluted EPS and Free Cash Flow. We use these non-GAAP financial measures to evaluate our business operations.

Certain of the non-GAAP financial measures presented in this press release are supplemental measures of our performance, in the case of Adjusted EBITDA and Adjusted EBITDA Margin, 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 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 and Free Cash Flow, which are liquidity measures, that we believe are useful to investors because it is also used by our management for measuring our operating cash flow, liquidity and allocating resources. 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, adjusted for the tax effect. We define Adjusted EPS as Adjusted Net Income divided by the Total Diluted Shares Outstanding. We believe that Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income and Adjusted 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.

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, 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, 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)

March 31,

December 31,

2026

2025

ASSETS

Current assets:

Cash

89,173

289,717

Accounts receivable (less allowance for expected credit losses of $13,209 and $13,484, respectively)

880,032

654,390

Contract assets, net

1,247,285

1,071,703

Inventories

762,632

827,691

Prepaid expenses and other current assets

60,358

42,776

Income tax receivable

25,173

10,182

Total current assets

3,064,653

2,896,459

Property, plant and equipment, net

582,866

579,971

Operating lease right of use asset, net

230,382

222,151

Customer relationships, net

899,653

920,432

Other intangible assets, net

233,987

244,877

Goodwill

1,684,255

Other assets

6,145

6,434

Deferred income tax assets

2,832

Total assets

6,704,773

6,557,411

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

808,938

679,772

Accrued expenses and other current liabilities

88,890

91,499

Accrued employee costs

92,996

74,008

Operating lease liabilities, current

25,975

22,308

Due to related parties

—

438

Contract liabilities

377,214

411,321

Income taxes payable, current

26,415

13,547

Long-term debt, current portion

23,259

23,444

Total current liabilities

1,443,687

1,316,337

Long-term debt

2,186,498

2,191,161

Operating lease liabilities, non-current

217,511

212,365

Deferred income tax liabilities

154,759

157,206

Income taxes payable, non-current

5,770

Other non-current liabilities

6,824

7,261

Total liabilities

4,015,049

3,890,100

Commitments and contingencies (Note 10)

Stockholders' equity

Common stock ($0.01 par value, 3,500,000,000 shares authorized; 334,470,264 issued and 332,274,519 outstanding as of March 31, 2026 and 334,461,630 issued and 334,294,245 outstanding as of December 31, 2025)

3,323

3,345

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

—

Additional paid-in capital

3,961,497

3,958,039

Accumulated deficit

(1,205,974

)

(1,285,904

)

Accumulated other comprehensive loss

(8,479

)

(8,169

)

Treasury stock (at cost, 2,195,745 and 176,019 shares as of March 31, 2026 and December 31, 2025)

(60,643

)

—

Total stockholders' equity

2,689,724

2,667,311

Total liabilities and stockholders' equity

6,704,773

6,557,411

STANDARDAERO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

(In thousands, except per share figures)

Three Months Ended March 31,

2026

2025

Revenue

1,626,857

1,435,588

Cost of revenue

1,387,485

1,217,858

Selling, general and administrative expense

71,942

64,475

Amortization of intangible assets

24,332

Operating income

143,098

128,923

Interest expense

38,151

43,791

Income before income taxes

104,947

85,132

Income tax expense

25,017

22,189

Net income

79,930

62,943

Earnings per share:

Basic

0.24

0.19

Diluted

0.24

0.19

Weighted-average shares of common stock outstanding

Basic

327,257

328,439

Diluted

333,363

334,162

STANDARDAERO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(In thousands)

Three Months Ended March 31,

2026

2025

Operating activities

Net income

79,930

62,943

Adjustments to reconcile net loss from operations to net cash provided by operating activities:

Depreciation and amortization

46,461

48,676

Amortization of deferred finance charges and discounts

1,623

1,666

Amortization of interest cap premiums

1,632

2,699

Payment of interest rate cap premiums

(1,727

)

(2,747

)

Stock compensation expense

3,458

2,045

Loss (gain) from disposals, net

(614

)

—

Non-cash lease expense

566

199

Deferred income taxes

(2,260

)

(5,751

)

Foreign exchange gain (loss), net

354

292

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

Accounts receivable, net

(225,642

)

(152,604

)

Contract assets, net

(175,582

)

(56,407

)

Inventories, net

65,059

(28,824

)

Prepaid expenses and other current assets

(19,276

)

(22,893

)

Accounts payable, accrued expenses and other current liabilities

143,131

126,482

Contract liabilities

(34,107

)

7,252

Due to/from related parties

(438

)

(649

)

Income taxes payable and receivable

(2,123

)

(6,365

)

Net cash used in operating activities

(119,555

)

(23,986

)

Investing activities

Purchase of property, plant and equipment

(15,590

)

(25,338

)

Payments for purchase of intangible assets

—

(15,000

)

Proceeds from disposal of property, plant and equipment

1,406

268

Net cash used in investing activities

(14,184

)

(40,070

)

Financing activities

Proceeds from long-term debt

100,000

195,000

Repayment of long-term debt

(106,012

)

(90,964

)

Repurchase of common stock

(60,064

)

—

Repayments of long-term agreements

(158

)

(1,602

)

Net cash (used in) provided by financing activities

(66,234

)

102,434

Effect of exchange rate changes on cash

(571

)

(141

)

Net increase (decrease) in cash

(200,544

)

38,237

Cash at beginning of the period

289,717

102,581

Cash at end of the period

89,173

140,818

Supplemental cash flow information:

Supplemental disclosure of non-cash investing activities:

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

3,394

991

Acquisition of intangible assets, liability incurred but not paid

633

—

Selected financial information for each segment is as follows:

Three months ended March 31, 2026

Engine

Services

Component

Repair Services

Total

Segments

(in thousands)

Revenue from external customers

1,466,579

160,278

1,626,857

Intersegment revenue

(19,435

)

19,435

—

Total segment revenue

1,447,144

179,713

1,626,857

Other segment items (1)

1,268,511

127,312

1,395,823

Segment Adjusted EBITDA

178,633

52,401

231,034

Corporate (2)

27,878

Depreciation and amortization

46,461

Interest expense

38,151

Business transformation costs (LEAP and CFM) (3)

6,622

Non-cash stock compensation expense

3,458

Integration costs and severance (4)

341

Other (5)

3,176

Income before income taxes

104,947

(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, Corporate Supply Chain and Corporate Engineering Services finance, 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. 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 March 31, 2025

Engine

Services

Component

Repair Services

Total

Segments

(in thousands)

Revenue from external customers

1,286,276

149,312

1,435,588

Intersegment revenue

(17,963

)

17,963

—

Total segment revenue

1,268,313

167,275

1,435,588

Other segment items (1)

1,094,304

119,914

1,214,218

Segment Adjusted EBITDA

174,009

47,361

221,370

Corporate (2)

23,143

Depreciation and amortization

48,676

Interest expense

43,791

Business transformation costs (LEAP and CFM) (3)

12,917

Stock compensation (4)

2,045

Integration costs and severance (5)

1,380

Other (6)

4,286

Income before income taxes

85,132

(1)

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

(2)

(3)

(4)

Represents non-cash stock compensation expense associated with awards issued under 2019 Long-Term Incentive Plan in connection with Carlyle’s ownership.

(5)

(6)

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

Three Months Ended March 31,

2026

2025

(in thousands, except percentages)

Net income

79,930

62,943

Income tax expense

25,017

22,189

Depreciation and amortization

46,461

48,676

Interest expense

38,151

43,791

Business transformation costs (LEAP and CFM) (1)

6,622

12,917

Non-cash stock compensation expense

3,458

2,045

Integration costs and severance (2)

341

1,380

Secondary offering costs

1,350

—

Other (3)

1,826

4,286

Adjusted EBITDA

203,156

198,227

Revenue

1,626,857

1,435,588

Net income margin

4.9

4.4

Adjusted EBITDA Margin

12.5

13.8

(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:

March 31,

2026

2025

(in millions, except percentages)

2024 Term Loan Facilities

2,221.9

2,244.4

2024 Revolving Credit Facility

—

110.0

Finance leases

18.1

18.3

Other

1.0

1.1

Debt

2,241.0

2,373.8

Less Cash

89.2

140.8

Net Debt

2,151.8

2,233.0

LTM Adjusted EBITDA

813.1

723.3

Net Debt to Adjusted EBITDA

2.6x

3.1x

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

Three Months Ended March 31,

2026

2025

(in thousands, except percentages)

Engine Services

Segment Revenue

1,447,144

1,268,313

Segment Adjusted EBITDA

178,633

174,009

Segment Adjusted EBITDA Margin

12.3

13.7

Component Repair Services

Segment Revenue

179,713

167,275

Segment Adjusted EBITDA

52,401

47,361

Segment Adjusted EBITDA Margin

29.2

28.3

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

Three Months Ended March 31,

2026

2025

(in thousands)

Net cash used in operating activities

(119,555

)

(23,986

)

Purchase of property, plant and equipment

(15,590

)

(25,338

)

Payments for purchase of intangible assets

—

(15,000

)

Proceeds from disposal of property, plant and equipment

1,406

268

(14,184

)

(40,070

)

Free cash flow

(133,739

)

(64,056

)

Three months ended March 31, 2026

EPS

(in millions, except per share data )

Net income/Diluted EPS

79.9

0.24

Business transformation costs (LEAP and

CFM)

6.6

0.02

Stock compensation

3.5

0.01

Integration costs and severance

0.3

0.00

Secondary offering costs

1.3

0.00

Professional services fees and other

1.8

0.01

One-offs included in adjusted EBITDA add-back

13.5

0.04

Amortization of acquired intangibles

24.3

0.07

Tax adjustment

(9.2

)

(0.03

)

Adjusted Net Income/Adjusted Diluted EPS

108.5

0.33

Three months ended March 31, 2025

EPS

(in millions, except per share data )

Net income/Diluted EPS

62.9

0.19

Business transformation costs (LEAP and

CFM)

12.9

0.04

Stock compensation

2.0

0.01

Integration costs and severance

1.4

0.00

Professional services fees and other

4.3

0.01

One-offs included in adjusted EBITDA add-back

20.6

0.06

Amortization of acquired intangibles

24.3

0.07

Tax adjustment

(11.2

)

(0.03

)

Adjusted Net Income/Adjusted Diluted EPS

96.6

0.29

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 5

v3.26.1

Document And Entity Information

May 07, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 07, 2026

Entity Registrant Name

StandardAero, Inc.

Entity Central Index Key

0002025410

Entity Emerging Growth Company

false

Entity File Number

001-42298

Entity Incorporation, State or Country Code

Entity Tax Identification Number

30-1138150

Entity Address, Address Line One

6710 North Scottsdale Road

Entity Address, Address Line Two

Suite 250

Entity Address, City or Town

Scottsdale

Entity Address, State or Province

Entity Address, Postal Zip Code

85253

City Area Code

(480)

Local Phone Number

377 3100

Entity Information, Former Legal or Registered Name

N/A

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, par value $0.01 per share

Trading Symbol

SARO

Security Exchange Name

NYSE

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

Former Legal or Registered Name of an entity

+ References

No definition available.

+ Details

Name:

dei_EntityInformationFormerLegalOrRegisteredName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration