StandardAero stockholders plan 50 million share offering

StandardAero Inc. (NYSE: SARO) announced that two stockholders, affiliates of The Carlyle Group Inc. and GIC, plan to sell 50 million shares of common stock in an underwritten public offering.

The selling stockholders will receive all proceeds from the proposed offering, while StandardAero will not receive any funds from the share sale. The underwriters will have a 30-day option to purchase up to 7.5 million additional shares.

Morgan Stanley & Co. LLC, J.P. Morgan, and RBC Capital Markets are serving as joint lead book-running managers for the offering. Carlyle is acting as co-manager.

StandardAero has entered into a stock purchase agreement to repurchase $50 million of its common stock in a private transaction at the same price paid by underwriters in the offering. The company will conduct this repurchase under its existing stock repurchase program approved by the board of directors in December 2025.

The repurchase is expected to close concurrently with the offering, and the repurchased shares will no longer be outstanding after the offering. The share repurchase completion depends on the offering's completion, though the offering is not contingent on the repurchase.

The offering is subject to market and other conditions, with no assurance regarding completion timing or final terms. StandardAero filed an automatic shelf registration statement on Form S-3 with the Securities and Exchange Commission on January 27, 2026, which became effective upon filing.

StandardAero provides aerospace engine aftermarket services for commercial, military and business aviation markets, including maintenance, repair and overhaul services.

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