8-K
StandardAero, Inc. (SARO)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): February 25, 2026 |
|---|
StandardAero, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 001-42298 | 30-1138150 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>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:<br><br>(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<br>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 February 25, 2026, StandardAero Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter and year ended December 31, 2025. 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 February 25, 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: | February 25, 2026 | By: | /s/ Daniel Satterfield |
| Daniel Satterfield<br>Chief Financial Officer |
EX-99.1
Exhibit 99.1
StandardAero Announces Fourth Quarter and Full Year 2025 Results
Record Year in 2025 and Continued Double-Digit Earnings Growth in 2026
SCOTTSDALE, Ariz.--(BUSINESS WIRE)-- StandardAero (NYSE: SARO) announced results today for the three months ended December 31, 2025 ("Fourth Quarter 2025") and the full fiscal year ended December 31, 2025 (“Full Year 2025”).
Full Year 2025 Highlights
- Revenue increased 15.8% year-over-year to $6,062.5 million
- Net Income was $277.4 million; Diluted EPS was $0.83, Net Income as a percentage of Revenue was 4.6%
- Adjusted Net Income was $398.4 million; Adjusted Diluted EPS was $1.19
- Adjusted EBITDA increased 17.0% year-over-year to $808.2 million
- Adjusted EBITDA Margin was 13.3%, compared to 13.2% in the prior year
- Cash Flow from Operations was $316.7 million; Free Cash Flow for the year was $209.0 million
- Net Debt to Adjusted EBITDA Leverage Ratio of 2.4x as of December 31, 2025
Fourth Quarter 2025 Highlights
- Revenue increased 13.5% year-over-year to $1,600.0 million
- Net Income was $78.6 million; Net Income as a percentage of Revenue was 4.9%
- Adjusted EBITDA increased 12.7% year-over-year to $209.7 million
- Adjusted EBITDA Margin was 13.1%, compared to 13.2% in the prior year’s quarter
- Cash Flow from Operations was $323.0 million; Free Cash Flow for the quarter was $307.7 million
“2025 was a record year for StandardAero, highlighted by 16% revenue growth, 17% Adjusted EBITDA growth, and meaningful free cash flow generation, reflecting sustained strength across the global engine aftermarket and disciplined execution,” said Russell Ford, StandardAero’s Chairman and Chief Executive Officer. “Commercial aerospace demand remained robust, and our Engine Services segment delivered strong double-digit growth driven by our prior investments in our growth platforms. In Component Repair Services, we achieved nearly 20% revenue growth and record margins, supported by operational excellence, pricing, and synergies from the ATI acquisition.”
“We made substantial organic investments during the year — including our continued build out of the LEAP program and CFM56 DFW Center of Excellence, our CF34 license expansion, and the expansion of our Augusta business aviation facility — that position us to capture accelerating engine and component volumes. Our focus remains consistent: execute operationally, invest in high-return organic initiatives, pursue disciplined M&A, and convert earnings to cash. We believe our leading positions across critical engine platforms, long-term customer relationships, and pure-play engine aftermarket focus uniquely equips StandardAero to deliver sustained double-digit earnings growth and long-term shareholder value.”
Full Year 2025 Results
Revenue for the Full Year 2025 was $6,062.5 million, an increase of $825.3 million, or 15.8%, from $5,237.2 million for the prior year period. The increase was driven by strong growth across all three major end markets, led by commercial aerospace, which increased 17.6% compared to the prior year period. The business aviation and military and helicopter end markets increased 12.1% and 9.4%, respectively, compared to the prior year period, including contribution from the acquisition of Aero Turbine on August 23, 2024, which contributed $64.5 million in incremental year over year revenue.
Net income for the Full Year 2025 was $277.4 million, Diluted EPS was $0.83, as compared to net income of $11.0 million for the prior year period. Adjusted Net Income for the Full Year 2025 was $398.4 million, with Adjusted Diluted EPS at $1.19.
Adjusted EBITDA for the Full Year 2025 was $808.2 million, an increase of $117.7 million, or 17.0%, from $690.5 million for the prior year period. Adjusted EBITDA margin of 13.3% increased 10 basis points compared to 13.2% for the prior year period, with margin expansion from operating leverage, positive mix, pricing and operational excellence, partially offset by increased corporate expenses associated with public company costs.
Full Year 2025 Segment Results
Engine Services Segment
Engine Services segment revenue for the Full Year 2025 was $5,354.0 million, an increase of $709.2 million, or 15.3%, from $4,644.7 million for the prior year period. The increase was driven by continued commercial aerospace end market growth, including ramping volumes from our LEAP, CFM56 DFW Center of Excellence, and CF34 expansion investments, as well as growth on our mid-size and super mid-size business aviation platforms and select military transport programs.
Engine Services Segment Adjusted EBITDA for the Full Year 2025 was $706.9 million, an increase of $96.0 million, or 15.7%, from $610.9 million for the prior year period. Segment Adjusted EBITDA Margin of 13.2% remain unchanged compared to the prior year period, with volume growth, positive mix and improved productivity offset by the aforementioned growth across LEAP and CFM56 DFW programs, which are still coming down the learning curve.
Component Repair Services Segment
Component Repair Services segment revenue for the Full Year 2025 was $708.6 million, an increase of $116.1 million, or 19.6%, from $592.4 million for the prior year period. The increase was driven by strong demand for the repairs we provide, particularly in the aeroderivative, military and helicopter end markets, and performance resulting from our Aero Turbine acquisition.
Component Repair Services Segment Adjusted EBITDA for the Full Year 2025 was $202.7 million, an increase of $48.0 million, or 31.0%, from $154.7 million for the prior year period. Segment Adjusted EBITDA Margin of 28.6% increased 250 basis points compared to the prior year period, driven by volume growth, price, favorable mix, and margin expansion from the Aero Turbine acquisition.
Fourth Quarter 2025 Consolidated Results
Revenue for the Fourth Quarter 2025 was $1,600.0 million, an increase of $190.4 million, or 13.5%, from $1,409.6 million for the prior year period. The increase was driven primarily by growth in the commercial aerospace end market which increased 21.0% compared to the prior year period. The business aviation end market was approximately flat year-over-year, due to the timing of shipments. The military and helicopter end markets declined 3.1% compared to the prior year period, primarily driven by delays in maintenance due to the U.S. government shutdown in the quarter.
Net income for the Fourth Quarter 2025 was $78.6 million, as compared to a net loss of $14.1 million for the prior year period.
Adjusted EBITDA for the Fourth Quarter 2025 was $209.7 million, an increase of $23.6 million, or 12.7%, from $186.2 million for the prior year period. The increase reflects continued growth in volume and pricing, as well as productivity improvements. Adjusted EBITDA margin of 13.1% declined 10 basis points compared to the prior year period, primarily due to increased corporate expenses associated with public company costs, partially offset by higher margins in our Engine Services segment.
Fourth Quarter 2025 Segment Results
Engine Services Segment
Engine Services segment revenue for the Fourth Quarter 2025 was $1,412.8 million, an increase of $167.2 million, or 13.4%, from $1,245.6 million for the prior year period. The increase was driven primarily by strong growth in the commercial aerospace end market from continued healthy demand for engine platforms that we service and ramping volumes on our growth platforms.
Engine Services Segment Adjusted EBITDA for the Fourth Quarter 2025 was $189.0 million, an increase of $29.2 million, or 18.3%, from $159.8 million for the prior year period. Segment Adjusted EBITDA Margin of 13.4% increased 60 basis points compared to the prior year period driven by mix and productivity gains.
Component Repair Services Segment
Component Repair Services segment revenue for the Fourth Quarter 2025 was $187.2 million, an increase of $23.2 million, or 14.1%, from $164.0 million for the prior year period. The increase was driven by volume growth from continued demand for the repairs that we provide, which was partially offset by lower military revenues related to delays in maintenance due to the U.S. Government shutdown in the quarter.
Component Repair Services Segment Adjusted EBITDA for the Fourth Quarter 2025 was $49.8 million, an increase of $6.1 million, or 14.0%, from $43.7 million for the prior year period. Segment Adjusted EBITDA Margins were unchanged year-over-year, with pricing and productivity improvements offset by mix.
Full Year 2026 Guidance
“We enter 2026 with strong momentum, supported by attractive market fundamentals, a robust and diversified backlog, and continued execution progress on our strategic priorities,” said Mr. Ford. “With continued investment in our growth programs, disciplined capital allocation, and leading positions on critical engine platforms, we believe we are well positioned to deliver another year of double-digit earnings growth and attractive value creation.”
StandardAero is initiating the following full year 2026 guidance:
| Full Year 2026 | ($ in millions) |
|---|---|
| Revenue1 | $6,275 to $6,425 |
| Engine Services1 | $5,500 to $5,625 |
| Component Repair Services | $775 to $800 |
| Adjusted EBITDA | $870 to $905 |
| Engine Services Segment | $755 to $780 |
| Component Repair Services Segment | $220 to $230 |
| Free Cash Flow | $270 to $300 |
| Adjusted Earnings Per Share | $1.35 to $1.45 |
| End Market Revenue Growth Assumptions | |
| Commercial Aerospace1 | Low-Double Digit to Mid-Teens YoY Growth |
| Military & Helicopter | High-Single Digit YoY Growth |
| Business Aviation | High-Single 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, February 25, 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.
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 13758260. The replay will be available until 11:59 PM ET on March 11, 2026.
1 Excludes effect from the elimination of $300 to $400 million in material pass-through revenue
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, 2025, 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; 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.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share figures)
| December 31, | |||||
|---|---|---|---|---|---|
| 2024 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash | 289,717 | $ | 102,581 | ||
| Accounts receivable (less allowance for expected credit losses of 13,484 and 15,455, respectively) | 654,390 | 580,668 | |||
| Contract assets, net | 1,071,703 | 915,200 | |||
| Inventories | 827,691 | 847,018 | |||
| Prepaid expenses and other current assets | 42,776 | 29,707 | |||
| Income tax receivable | 10,182 | 9,960 | |||
| Total current assets | 2,896,459 | 2,485,134 | |||
| Property, plant and equipment, net | 579,971 | 568,607 | |||
| Operating lease right of use asset, net | 222,151 | 172,206 | |||
| Customer relationships, net | 920,432 | 1,004,701 | |||
| Other intangible assets, net | 244,877 | 291,487 | |||
| Goodwill | 1,684,255 | 1,685,970 | |||
| Other assets | 6,434 | 4,417 | |||
| Deferred income tax assets | 2,832 | 1,079 | |||
| Total assets | 6,557,411 | $ | 6,213,601 | ||
| LIABILITIES AND STOCKHOLDERS' EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 679,772 | $ | 645,701 | ||
| Accrued expenses and other current liabilities | 91,499 | 99,572 | |||
| Accrued employee costs | 74,008 | 79,134 | |||
| Operating lease liabilities, current | 22,308 | 17,663 | |||
| Due to related parties | 438 | 1,345 | |||
| Contract liabilities | 411,321 | 400,025 | |||
| Income taxes payable, current | 13,547 | 6,655 | |||
| Long-term debt, current portion | 23,444 | 23,449 | |||
| Total current liabilities | 1,316,337 | 1,273,544 | |||
| Long-term debt | 2,191,161 | 2,207,977 | |||
| Operating lease liabilities, non-current | 212,365 | 164,224 | |||
| Deferred income tax liabilities | 157,206 | 169,824 | |||
| Income taxes payable, non-current | 5,770 | — | |||
| Other non-current liabilities | 7,261 | 24,628 | |||
| Total liabilities | 3,890,100 | 3,840,197 | |||
| Commitments and contingencies (Note 15) | |||||
| Stockholders' equity | |||||
| Common stock (0.01 par value, 3,500,000,000 shares authorized; 334,461,630 issued and 334,294,245 outstanding as of December 31, 2025 and 334,461,630 shares issued and outstanding as of December 31, 2024) | 3,345 | 3,345 | |||
| Preferred stock (0.01 par value, 100,000,000 shares authorized; no shares were issued) | — | — | |||
| Additional paid-in capital | 3,958,039 | 3,944,802 | |||
| Accumulated deficit | (1,285,904 | ) | (1,563,321 | ) | |
| Accumulated other comprehensive loss | (8,169 | ) | (11,422 | ) | |
| Treasury stock (at cost, 176,019 and 0 shares as of December 31, 2025 and December 31, 2024) | — | — | |||
| Total stockholders' equity | 2,667,311 | 2,373,404 | |||
| Total liabilities and stockholders' equity | 6,557,411 | $ | 6,213,601 |
All values are in US Dollars.
STANDARDAERO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share figures)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||||
| Revenue | $ | 1,600,020 | $ | 1,409,613 | $ | 6,062,513 | $ | 5,237,161 | |
| Cost of revenue | 1,379,631 | 1,207,719 | 5,165,060 | 4,483,019 | |||||
| Selling, general and administrative expense | 46,282 | 82,348 | 247,703 | 254,092 | |||||
| Amortization of intangible assets | 24,873 | 24,907 | 98,681 | 95,457 | |||||
| Acquisition costs | — | 51 | — | 1,374 | |||||
| Operating income | 149,234 | 94,588 | 551,069 | 403,219 | |||||
| Interest expense | 42,025 | 47,011 | 174,217 | 282,507 | |||||
| Refinancing costs | — | 17,259 | — | 23,700 | |||||
| Loss on debt extinguishment | — | 11,678 | — | 15,255 | |||||
| Other income | — | — | — | — | |||||
| Income before income taxes | 107,209 | 18,640 | 376,852 | 81,757 | |||||
| Income tax expense | 28,568 | 32,693 | 99,435 | 70,783 | |||||
| Net income (loss) | $ | 78,641 | $ | (14,053 | ) | $ | 277,417 | $ | 10,974 |
| Earnings (loss) per share: | |||||||||
| Basic | $ | 0.24 | $ | (0.04 | ) | $ | 0.84 | $ | 0.04 |
| Diluted | $ | 0.24 | $ | (0.04 | ) | $ | 0.83 | $ | 0.04 |
| Weighted-average shares of common stock outstanding | |||||||||
| Basic | 328,454 | 327,280 | 328,448 | 288,415 | |||||
| Diluted | 334,398 | 327,280 | 334,321 | 289,799 |
STANDARDAERO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Year Ended December 31, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Operating activities | ||||||
| Net income (loss) | $ | 277,417 | $ | 10,974 | ||
| Adjustments to reconcile net loss from operations to net cash provided by operating activities: | ||||||
| Depreciation and amortization | 193,664 | 187,080 | ||||
| Amortization of deferred finance charges and discounts | 6,535 | 11,921 | ||||
| Amortization of loss on derivative instruments | — | (304 | ) | |||
| Amortization of interest cap premiums | 9,855 | 10,156 | ||||
| Payment of interest rate cap premiums | (10,097 | ) | (10,211 | ) | ||
| Stock compensation expense | 13,237 | 17,376 | ||||
| Loss on debt extinguishment | — | 15,255 | ||||
| Loss (gain) from disposals, net | 2,838 | 482 | ||||
| Non-cash lease expense | 2,869 | 1,612 | ||||
| Deferred income taxes | (15,786 | ) | (22,514 | ) | ||
| Foreign exchange gain (loss), net | (1,327 | ) | (1,440 | ) | ||
| Changes in operating assets and liabilities, net of effect of acquisitions: | ||||||
| Accounts receivable, net | (73,722 | ) | (58,268 | ) | ||
| Contract assets, net | (156,503 | ) | (92,368 | ) | ||
| Inventories, net | 19,327 | (138,008 | ) | |||
| Prepaid expenses and other current assets | (15,816 | ) | 5,231 | |||
| Accounts payable, accrued expenses and other current liabilities | 41,385 | 104,375 | ||||
| Contract liabilities | 11,296 | 43,169 | ||||
| Due to/from related parties | (907 | ) | 1,483 | |||
| Income taxes payable and receivable | 12,440 | (9,671 | ) | |||
| Net cash provided by operating activities | 316,705 | 76,330 | ||||
| Investing activities | ||||||
| Acquisitions, net of cash and other | 1,285 | (114,073 | ) | |||
| Purchase of property, plant and equipment | (82,408 | ) | (102,935 | ) | ||
| Payments for purchase of intangible assets | (30,403 | ) | (20,250 | ) | ||
| Proceeds from disposal of property, plant and equipment | 5,124 | 1,812 | ||||
| Net cash used in investing activities | (106,402 | ) | (235,446 | ) | ||
| Financing activities | ||||||
| Proceeds from IPO, net | — | 1,202,802 | ||||
| Proceeds from long-term debt | 715,000 | 3,247,000 | ||||
| Repayment of long-term debt | (738,449 | ) | (4,235,510 | ) | ||
| Payment of deferred financing charges | — | (9,276 | ) | |||
| Repayments of long-term agreements | (2,058 | ) | (1,260 | ) | ||
| Net cash (used in) provided by financing activities | (25,507 | ) | 203,756 | |||
| Effect of exchange rate changes on cash | 2,340 | (41 | ) | |||
| Net increase (decrease) in cash | 187,136 | 44,599 | ||||
| Cash at beginning of the period | 102,581 | 57,982 | ||||
| Cash at end of the period | $ | 289,717 | $ | 102,581 | ||
| Supplemental cash flow information: | ||||||
| Cash paid during the period | ||||||
| Interest | $ | 166,783 | $ | 291,150 | ||
| Income taxes, net of tax refunds | 102,470 | 101,652 | ||||
| Supplemental disclosure of non-cash investing activities: | ||||||
| Portion of capital expenditures in accrued expenses and other current liabilities | $ | 1,138 | $ | 1,823 | ||
| Acquisition of intangible assets, liability incurred but not paid | — | 30,261 |
Selected financial information for each segment is as follows:
| Three months ended December 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Engine <br>Services | Component <br>Repair Services | Total <br>Segments | |||||
| (in thousands) | |||||||
| Revenue from external customers | $ | 1,429,657 | $ | 170,363 | $ | 1,600,020 | |
| Intersegment revenue | (16,879 | ) | 16,879 | — | |||
| Total segment revenue | 1,412,778 | 187,242 | 1,600,020 | ||||
| Other segment items (1) | 1,223,789 | 137,514 | 1,361,303 | ||||
| Segment Adjusted EBITDA | $ | 188,989 | $ | 49,728 | $ | 238,717 | |
| Corporate (2) | 28,968 | ||||||
| Depreciation and amortization | 48,335 | ||||||
| Interest expense | 42,025 | ||||||
| Business transformation costs (LEAP and CFM) (3) | 4,595 | ||||||
| Non-cash stock compensation expense | 3,220 | ||||||
| Integration costs and severance (4) | 970 | ||||||
| Other (5) | 3,395 | ||||||
| Income before income taxes | $ | 107,209 |
- Other segment items for each reportable segment primarily includes cost of sales and other selling, general and administrative expenses.
- 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.
- Represents new product industrialization costs with the business transformation of the LEAP 1A/1B engine line in San Antonio, Texas and the expansion of our CFM56 capabilities into Dallas, Texas.
- 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.
- 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.
| Year ended December 31, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Engine<br>Services | Component <br>Repair Services | Total <br>Segments | |||||
| (in thousands) | |||||||
| Revenue from external customers | $ | 5,432,350 | $ | 630,163 | $ | 6,062,513 | |
| Intersegment revenue | (78,397 | ) | 78,397 | — | |||
| Total segment revenue | 5,353,953 | 708,560 | 6,062,513 | ||||
| Other segment items (1) | 4,647,070 | 505,856 | 5,152,926 | ||||
| Segment Adjusted EBITDA | $ | 706,883 | $ | 202,704 | $ | 909,587 | |
| Corporate (2) | 101,414 | ||||||
| Depreciation and amortization | 193,664 | ||||||
| Interest expense | 174,217 | ||||||
| Business transformation costs (LEAP and CFM) (3) | 26,028 | ||||||
| Non-cash stock compensation expense | 13,237 | ||||||
| Integration costs and severance (4) | 5,601 | ||||||
| Other (5) | 18,574 | ||||||
| Income before income taxes | $ | 376,852 |
- Other segment items for each reportable segment primarily includes cost of sales and other selling, general and administrative expenses.
- 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.
- 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.
- 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.
- 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. See Note 17, “Related Party Transactions” for descriptions of the consulting services agreements with Carlyle Investment Management L.L.C. and Beamer Investment Inc.
| Three months ended December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Engine <br>Services | Component<br>Repair Services | Total<br>Segments | |||||
| (in thousands) | |||||||
| Revenue from external customers | $ | 1,264,287 | $ | 145,326 | $ | 1,409,613 | |
| Intersegment revenue | (18,710 | ) | 18,710 | — | |||
| Total segment revenue | 1,245,577 | 164,036 | 1,409,613 | ||||
| Other segment items (1) | 1,085,766 | 120,371 | 1,206,137 | ||||
| Segment Adjusted EBITDA | $ | 159,811 | $ | 43,665 | $ | 203,476 | |
| Corporate (2) | 17,311 | ||||||
| Depreciation and amortization | 48,143 | ||||||
| Interest expense | 47,011 | ||||||
| Business transformation costs (LEAP and CFM) (3) | 9,612 | ||||||
| IPO-related costs | 8,303 | ||||||
| Refinancing costs | 17,259 | ||||||
| Loss on debt extinguishment | 11,678 | ||||||
| Stock compensation (4) | 17,376 | ||||||
| Integration costs and severance (5) | 1,857 | ||||||
| Acquisition Costs (6) | 51 | ||||||
| Other (7) | 6,235 | ||||||
| Profit before tax | $ | 18,640 |
- Other segment items for each reportable segment primarily includes cost of sales and other selling, general and administrative expenses.
- 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.
- Represents new product industrialization costs with the business transformation of the LEAP 1A/1B engine line in San Antonio, Texas and the expansion of our CFM56 capabilities into Dallas, Texas.
- Represents non-cash stock compensation expense associated with awards issued under 2019 Long-Term Incentive Plan in connection with Carlyle’s ownership. Because those awards do not vest until a liquidity event, the Company did not begin recognizing any associated stock compensation expense until the Company’s IPO on October 2, 2024, when a liquidity event became probable.
- 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.
- Represents transaction costs incurred in connection with planned and completed acquisitions, including legal and professional fees, debt arrangement fees and other third-party costs.
- Represents 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 our ordinary course of continuing operations.
| Year ended December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|
| Engine<br>Services | Component<br>Repair Services | Total<br>Segments | |||||
| (in thousands) | |||||||
| Revenue from external customers | $ | 4,712,468 | $ | 524,693 | $ | 5,237,161 | |
| Intersegment revenue | (67,729 | ) | 67,729 | — | |||
| Total segment revenue | 4,644,739 | 592,422 | 5,237,161 | ||||
| Other segment items (1) | 4,033,833 | 437,688 | 4,471,521 | ||||
| Segment Adjusted EBITDA | $ | 610,906 | $ | 154,734 | $ | 765,640 | |
| Corporate (2) | 75,108 | ||||||
| Depreciation and amortization | 188,164 | ||||||
| Interest expense | 282,507 | ||||||
| Business transformation costs (LEAP and CFM) (3) | 43,238 | ||||||
| IPO-related costs | 26,909 | ||||||
| Refinancing costs | 23,700 | ||||||
| Loss on debt extinguishment | 15,255 | ||||||
| Stock compensation (4) | 17,376 | ||||||
| Integration costs and severance (5) | 2,782 | ||||||
| Acquisition Costs (6) | 1,374 | ||||||
| Other (7) | 7,470 | ||||||
| Income before income taxes | $ | 81,757 |
Other segment items for each reportable segment primarily includes cost of sales and other selling, general and administrative expenses.
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.
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.
Represents non-cash stock compensation expense associated with awards issued under 2019 Long-Term Incentive Plan in connection with Carlyle’s ownership. Because those awards do not vest until a liquidity event, the Company did not begin recognizing any associated stock compensation expense until the Company’s IPO on October 2, 2024, when a liquidity event became probable.
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.
Represents transaction costs incurred in connection with planned and completed acquisitions, including legal and professional fees, debt arrangement fees and other third-party costs.
Represents 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 December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (in thousands, except percentages) | ||||||||||||
| Net income | $ | 78,641 | $ | (14,053 | ) | $ | 277,417 | $ | 10,974 | |||
| Income tax expense | 28,568 | 32,693 | 99,435 | 70,783 | ||||||||
| Depreciation and amortization | 48,335 | 48,143 | 193,664 | 188,164 | ||||||||
| Interest expense | 42,025 | 47,011 | 174,217 | 282,507 | ||||||||
| Business transformation costs (LEAP and<br>CFM) (1) | 4,595 | 9,612 | 26,028 | 43,238 | ||||||||
| IPO-related costs | — | 8,303 | — | 26,909 | ||||||||
| Refinancing costs | — | 17,259 | — | 23,700 | ||||||||
| Loss on debt extinguishment | — | 11,678 | — | 15,255 | ||||||||
| Non-cash stock compensation expense | 3,220 | 17,376 | 13,237 | 17,376 | ||||||||
| Integration costs and severance (2) | 970 | 1,857 | 5,601 | 2,782 | ||||||||
| Acquisition costs (3) | — | 51 | — | 1,374 | ||||||||
| Insurance recovery | — | — | (3,000 | ) | — | |||||||
| Loss on disposals | — | — | 2,764 | — | ||||||||
| Secondary offering costs | 560 | — | 4,990 | — | ||||||||
| Other (4) | 2,835 | 6,235 | 13,820 | 7,470 | ||||||||
| Adjusted EBITDA | $ | 209,749 | $ | 186,165 | $ | 808,173 | $ | 690,532 | ||||
| Revenue | $ | 1,600,020 | $ | 1,409,613 | $ | 6,062,513 | $ | 5,237,161 | ||||
| Net income margin | 4.9 | % | (1.0 | )% | 4.6 | % | 0.2 | % | ||||
| Adjusted EBITDA Margin | 13.1 | % | 13.2 | % | 13.3 | % | 13.2 | % |
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.
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.
Represents transaction costs incurred in connection with planned and completed acquisitions, including legal and professional fees, debt arrangement fees and other third-party costs.
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:
| December 31, | December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | |||
| (in millions, except percentages) | ||||
| New 2024 Term Loan Facilities | $ | 2,227.5 | $ | 2,250.0 |
| Finance leases | 18.5 | 18.4 | ||
| Other | 1.2 | 1.2 | ||
| Debt | 2,247.2 | 2,269.6 | ||
| Less Cash | 289.7 | 102.6 | ||
| Net Debt | $ | 1,957.5 | $ | 2,167.0 |
| LTM Adjusted EBITDA | $ | 808.2 | $ | 690.5 |
| Net Debt to Adjusted EBITDA | 2.4x | 3.1x |
The following table presents revenue by segment, Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin:
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (in thousands, except percentages) | ||||||||||||
| Engine Services | ||||||||||||
| Segment Revenue | $ | 1,412,778 | $ | 1,245,577 | $ | 5,353,953 | $ | 4,644,739 | ||||
| Segment Adjusted EBITDA | $ | 188,989 | $ | 159,811 | $ | 706,883 | $ | 610,906 | ||||
| Segment Adjusted EBITDA Margin | 13.4 | % | 12.8 | % | 13.2 | % | 13.2 | % | ||||
| Component Repair Services | ||||||||||||
| Segment Revenue | $ | 187,242 | $ | 164,036 | $ | 708,560 | $ | 592,422 | ||||
| Segment Adjusted EBITDA | $ | 49,728 | $ | 43,665 | $ | 202,704 | $ | 154,734 | ||||
| Segment Adjusted EBITDA Margin | 26.6 | % | 26.6 | % | 28.6 | % | 26.1 | % |
The following table presents a reconciliation of Cash Flow from Operations to Free Cash Flow:
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (in millions) | ||||||||||||
| Cash Flow from Operations | $ | 323.0 | $ | 108.3 | $ | 316.7 | $ | 76.3 | ||||
| Purchase of Property, Plant and Equipment | (15.7 | ) | (32.5 | ) | (82.4 | ) | (102.9 | ) | ||||
| Purchase of Intangible Assets | (0.4 | ) | (20.1 | ) | (30.4 | ) | (20.3 | ) | ||||
| Proceeds from Disposal of Property, Plant and Equipment | 0.8 | 1.2 | 5.1 | 1.8 | ||||||||
| (15.3 | ) | (51.4 | ) | (107.7 | ) | (121.4 | ) | |||||
| Free Cash Flow | $ | 307.7 | $ | 56.9 | $ | 209.0 | $ | (45.1 | ) | |||
| Year Ended December 31, | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||
| EPS | ||||||||||||
| (in millions, except per share data ) | ||||||||||||
| Net income/Diluted EPS | $ | 0.83 | ||||||||||
| Business transformation costs (LEAP and<br>CFM) | 0.08 | |||||||||||
| Refinancing costs and loss on debt extinguishment | 0.00 | |||||||||||
| Stock compensation | 0.04 | |||||||||||
| Integration costs and severance | 0.02 | |||||||||||
| Acquisition costs | 0.00 | |||||||||||
| Secondary offering costs | 0.01 | |||||||||||
| Professional services fees and other | 0.04 | |||||||||||
| One-offs included in adjusted EBITDA add-back | 0.19 | |||||||||||
| Amortization of acquired intangibles | 0.30 | |||||||||||
| Tax adjustment | ) | (0.13 | ) | |||||||||
| Adjusted Net Income/Adjusted Diluted EPS | $ | 1.19 | ||||||||||
| Total of adjustments | $ | 0.36 |
All values are in US Dollars.