StandardAero, Inc.

Basis of Presentation

We manage our business in line with our service offerings with our reportable segments being Engine Services and Component Repair Services. Our Engine Services segment provides a full suite of aftermarket services, including maintenance, repair and overhaul, on-wing and field service support, asset management, and engineering and related solutions primarily in support of gas turbine engines across the commercial aerospace, military and helicopter, and business aviation end markets. Our Component Repair Services segment supports commercial aerospace, military aerospace, land and marine and other markets with engine piece part repair and accessory repair.

On September 5, 2024, we changed our name from Dynasty Parent Co., Inc. to StandardAero, Inc. In connection with our initial public offering on October 2, 2024 (our “IPO”), we and our immediate parent, Dynasty Parent Holdings, L.P., effected the Restructuring Transactions. The Restructuring Transactions consisted of (i) the 103-for-one forward stock split of our common stock, (ii) the liquidation and dissolution of Dynasty Parent Holdings, L.P. and (iii) the distribution to holders of Class A-1 Units and Class A-2 Units of Dynasty Parent Holdings, L.P. an aggregate of 275,053,375 shares of our common stock, and to holders of Class B Units of Dynasty Parent Holdings, L.P. an aggregate of 6,158,255 shares of our common stock.

Unless the context otherwise requires or we otherwise state, references in this Annual Report on Form 10-K for the year ended December 31, 2025 to:

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the term “Acquisition” refers to the acquisition by Dynasty Acquisition Co., Inc., pursuant to that certain stock purchase agreement as amended, restated, supplemented or otherwise modified from time to time, dated December 18, 2018, of all of the equity interests of StandardAero Holding Corp., a Delaware corporation;

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the term “Canadian Borrower” refers to Standard Aero Limited (as successor in interest to 1199169 B.C. Unlimited Liability Company) that is the indirect wholly owned subsidiary of the Company;

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the term “Carlyle” refers to those certain investment funds of The Carlyle Group Inc. and its affiliates;

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the term “Dynasty Acquisition” refers to Dynasty Acquisition Co., Inc., a Delaware corporation that is the indirect wholly owned subsidiary of the Company;

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the term “Exchange Act” refers to the U.S. Securities and Exchange Act of 1934, as amended;

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the term “GAAP” refers to the generally accepted accounting principles in the United States;

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the term “GIC” refers to GIC Private Limited;

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the term “GIC Investor” refers to Hux Investment Ptd. Ltd.;

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the term “March Secondary Offering” refers to the public offering of 36,000,000 shares of common stock by the selling stockholders at a price to the public of $28.00 per share, which was completed in March 2025;

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the term “May Secondary Offering” refers to the public offering of 34,500,000 shares of common stock by the selling stockholders (including the full exercise by the underwriters of their option to purchase up to an additional 4,500,000 shares) at a price to the public of $28.00 per share, which was completed in May 2025;

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the term “New 2024 Revolving Credit Facility” refers to a senior secured multicurrency revolving credit facility available to the U.S. Borrower in an aggregate principal amount of up to $750.0 million (of which up to $150.0 million is available for the issuance of letters of credit);

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the term “New 2024 Term B-1 Loan Facility” refers to a senior secured U.S. Dollar term B loan facility, incurred by the U.S. Borrower in an aggregate principal amount of $1,630.0 million;

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the term “New 2024 Term B-2 Loan Facility” refers to a senior secured U.S. Dollar term B loan facility incurred by the Canadian Borrower in an aggregate principal amount of $620.0 million;

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the term “New 2024 Term Loan Facilities” means, together, the New 2024 Term B-2 Loan Facility and the New 2024 Term B-1 Loan Facility;

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the term “New Credit Agreement” refers to that certain New Credit Agreement (as amended, restated, modified and/or supplemented from time to time), dated as of October 31, 2024, governing the New Senior Secured Credit Facilities;

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the term “New Senior Secured Credit Facilities” refers to, collectively, (i) the New 2024 Term Loan Facilities and (ii) the New 2024 Revolving Credit Facility;

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the term “Prior 2023 Term B-1 Loan Facility” refers to the senior secured U.S. Dollar term loan B facility in an original aggregate principal amount of $1,802.5 million;

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the term “Prior 2023 Term B-1 Loans” refers to the senior secured U.S. Dollar term loans incurred under the Prior 2023 Term B-1 Loan Facility by Dynasty Acquisition pursuant to the Prior Credit Agreement;

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the term “Prior 2023 Term B-2 Loan Facility” refers to the senior secured U.S. Dollar term loan B facility in an original aggregate principal amount of $772.5 million;

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the term “Prior 2023 Term B-2 Loans” refers to the senior secured U.S. Dollar term loans incurred under the Prior 2023 Term B-2 Loan Facility by the Canadian Borrower, pursuant to the Prior Credit Agreement;

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the term “Prior 2023 Term Loan Facilities” refers, collectively, to (i) the Prior 2023 Term B-1 Loan Facility and (ii) the Prior 2023 Term B-2 Loan Facility;

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the term “Prior 2023 Term Loans” refers, collectively, to (i) the Prior 2023 Term B-1 Loans and (ii) the Prior 2023 Term B-2 Loans;

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the term “Prior 2023 Revolving Credit Facility” refers to the senior secured multicurrency revolving credit facility in an aggregate principal amount of up to $150.0 million (of which up to $75.0 million is available for the issuance of letters of credit);

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the term “Prior 2024 Term B-1 Loan Facility” refers to the senior secured U.S. Dollar term B loan facility in an original aggregate principal amount of approximately $1,993.5 million;

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the term “Prior 2024 Term Loan B-2 Facility” refers to the senior secured U.S. Dollar term B loan facility in an original aggregate principal amount of approximately $768.6 million;

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the term “Prior 2024 Term Loan Facilities” refers collectively to the Prior 2024 Term B-1 Loan Facility and the 2024 Term B-2 Loan Facility;

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the term “Prior ABL Credit Agreement” refers to that certain ABL Credit Agreement (as amended, restated, modified and/or supplemented from time to time), dated as of April 4, 2019, governing the Prior ABL Credit Facility;

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the term “Prior ABL Credit Facility” refers to the senior secured asset-based multicurrency revolving credit facilities in an aggregate principal amount of up to $400.0 million;

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the term “Prior Credit Agreement” refers to that certain Credit Agreement (as amended, restated, modified and/or supplemented from time to time), dated as of April 4, 2019, governing the Prior Credit Facilities;

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the term “Prior Credit Facilities” refers, collectively, to (i) the Prior 2024 Term Loan Facilities and (ii) the Prior 2023 Revolving Credit Facility;

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the term “Prior Indenture” refers to that certain indenture (as amended, restated, modified and/or supplemented from time to time), dated as of April 4, 2019, by and among Dynasty Acquisition, as issuer, the guarantors party thereto and U.S. Bank National Association, as trustee, governing the Prior Senior Notes;

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the term “Prior Senior Notes” refers to the $475.5 million aggregate principal amount of Senior Unsecured PIK Toggle Notes due 2027 issued by Dynasty Acquisition pursuant to the Prior Indenture;

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the term “Prior Senior Secured Credit Agreements” refers, collectively, to (i) the Prior Credit Agreement and (ii) the Prior ABL Credit Agreement;

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the term “Prior Senior Secured Credit Facilities” refers, collectively, to (i) the Prior Credit Facilities and (ii) the Prior ABL Credit Facility;

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the term “SEC” refers to the U.S. Securities and Exchange Commission;

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the term “Securities Act” refers to the U.S. Securities Act of 1933, as amended;

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the term “Stockholders Agreement” refers to the stockholders agreement entered into by and among Carlyle Partners VII, the GIC Investor, certain of our other existing stockholders and the Company;

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the term “U.S. Borrower” refers to Dynasty Acquisition Co., Inc.; and

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the terms “we,” “us,” “our,” “its” and the “Company” refer to StandardAero, Inc., a Delaware corporation, and its consolidated subsidiaries.

Certain monetary amounts, percentages and other figures included in this Annual Report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables and charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Market and Industry Data

Unless otherwise indicated, information contained in this Annual Report concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are necessarily subject to uncertainty and risk due to a variety of factors, including those described in “Part I Item 1A. Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by the independent parties and by us.

Trademarks

We own or otherwise have rights to the trademarks, service marks and trade names, including those mentioned in this Annual Report, that we use in connection with the operation of our business. This Annual Report includes trademarks which are protected under applicable intellectual property laws and are our property and/or the property of our subsidiaries. This Annual Report also contains trademarks, service marks and trade names of other companies, which are, to our knowledge, the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies. Solely for convenience, the trademarks, service marks and trade names referred to in this Annual Report may appear without the ® and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.

Non-GAAP Financial Matters

We present Adjusted EBITDA and Adjusted EBITDA Margin in this Annual Report because we believe such measures provide investors with additional information to measure our performance. Please refer to “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Performance Indicators and Non-GAAP Financial Measures” for an explanation on why we use these non-GAAP financial measures, their definitions, their limitations and reconciliations to their nearest GAAP financial measures.

Because of their limitations, these non-GAAP financial measures are not intended as alternatives to GAAP financial measures as indicators of our operating performance and should not be considered as measures of cash available to us to invest in the growth of our business or that will be available to us to meet our obligations. We compensate for these limitations by using these non-GAAP financial measures along with other comparative tools, together with GAAP financial measures, to assist in the evaluation of operating performance.

Summary Risk Factors

Our business is subject to numerous risks and uncertainties, including those described in “Part I, Item 1A. Risk Factors.” You should carefully consider these risks and uncertainties when investing in our common stock. The principal risks and uncertainties affecting our business include the following:

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risks related to conditions that affect the commercial and business aviation industries;

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decreases in budget, spending or outsourcing by our military end-users;

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risks from any supply chain disruptions or loss of key suppliers;

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increased costs of labor, equipment, raw materials, freight and utilities due to inflation;

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future outbreaks and infectious diseases;

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risks related to competition in the market in which we participate;

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loss of an OEM authorization or license;

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risks related to a significant portion of our revenue being derived from a small number of customers;

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our ability to remediate effectively the material weaknesses identified in our internal control over financial reporting;

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our ability to respond to changes in GAAP;

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our or our third-party partners’ failure to protect confidential information;

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data security incidents or disruptions to our IT systems and capabilities;

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our ability to comply with laws relating to the handling of information about individuals;

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changes to United States tariff and import/export regulations;

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failure to maintain our regulatory approvals;

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risks relating to our operations outside of North America;

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failure to comply with government procurement laws and regulations;

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any work stoppage, hiring, retention or succession issues with our senior management team and employees;

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any strains on our resources due to the requirements of being a public company;

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risks related to our substantial indebtedness;

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risks related to the ownership of our common stock, including the fact that Carlyle owns a significant amount of our voting power, and its interest in our business may be different than yours; and other factors set forth under “Part I Item 1A. Risk Factors” elsewhere in this Annual Report.