StandardAero, Inc.
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 7, 2026
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Item 4. Controls and Procedures
Limitations on Effectiveness of Disclosure Controls and Procedures
Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act of 1934. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective at the reasonable assurance level as a result of the material weaknesses in our internal control over financial reporting described below.
Notwithstanding the material weaknesses described below, management has concluded that the consolidated financial statements included in this Quarterly Report present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with GAAP.
The following material weaknesses exist as of June 30, 2026:
Control environment and monitoring controls
We did not design and maintain an effective control environment commensurate with our financial reporting requirements. Specifically, we lacked a sufficient complement of personnel with an appropriate level of internal controls and accounting knowledge, training and experience to appropriately analyze, record and disclose accounting matters timely and accurately. Additionally, we did not design and maintain effective monitoring controls to verify the proper and consistent functioning of our internal controls.
These material weaknesses contributed to the following additional material weaknesses:
Period-end financial reporting and significant account balances
We did not design and maintain effective controls related to the period-end financial reporting process and significant account balances, including ensuring that there is adequate documented evidence of a sufficient level of management review over complex estimates and judgmental areas of accounting and financial reporting.
Information technology general controls
We did not design and maintain effective information technology (“IT”) general controls over (i) program change management to ensure that program and data changes are identified, tested, authorized and implemented appropriately; (ii) user access controls to ensure appropriate segregation of duties and to adequately restrict user and privileged access to appropriate personnel; and (iii) computer operations controls to ensure that processing and transfer of data, and data backups and recovery are monitored.
Impact of Material Weaknesses
These material weaknesses resulted in immaterial corrections, as well as immaterial unrecorded errors to various accounts and disclosures in the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024 and condensed consolidated financial statements for the quarter ended March 31, 2025. Additionally, each of the material weaknesses could result in misstatements of substantially all of our account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
Remediation of Previously Reported Material Weaknesses
As previously disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 12, 2025, we identified material weaknesses in internal control over financial reporting related to the risk assessment, information and communication components of the COSO Framework and related to establishing policies and procedures for financial reporting.
During 2025, we completed the following remediation efforts:
Risk assessment
We developed and implemented enhanced procedures to identify and analyze business changes that could significantly impact financial reporting, and to determine appropriate actions to mitigate new or evolving risks based on the COSO Framework.
Information and communication
We established formal protocols, regular meetings, and communication channels to ensure timely, accurate, and complete exchange of financial information. We also implemented tools to facilitate efficient flow of information required for accounting and financial reporting.
Policies and procedures
We enhanced existing policies and procedures and developed new policies and procedures related to accounting and financial reporting to assist the organization in appropriately recording transactions and preparing financial statements.
As previously disclosed in Item 9A of our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on February 26, 2026, management completed its documentation, testing and evaluation of the updated internal controls and determined that, as of December 31, 2025, these controls have now operated for a sufficient period of time and management has concluded, through testing of the design and operating effectiveness of the controls, that the controls are operating effectively. As such, management concluded that the previously identified material weaknesses described above under “Remediation of Previously Reported Material Weaknesses” have been remediated as of December 31, 2025.
Remediation Plan for Material Weaknesses
Management is committed to implementing changes to our internal control over financial reporting to ensure that the control deficiencies that contributed to the material weaknesses are remediated. To address our material weaknesses, we are at various stages of designing and implementing the following measures designed to improve our internal control over financial reporting:
Control environment and monitoring controls
Personnel and Resources:
Hired a third-party advisory firm with expertise and extensive public company experience to help us design, document, and implement our internal controls in response to the material weaknesses;
Hired additional accounting personnel with appropriate knowledge and experience in internal control over financial reporting and SEC financial reporting requirements, legal and compliance to ensure the effectiveness of our processes and operation of our internal controls;
Hiring additional information technology personnel with expertise in IT general controls and financial systems;
Increasing ongoing training and development to existing personnel to enhance their knowledge of internal controls, accounting principles, financial reporting, internal control requirements; and
Finalizing clear roles and responsibilities within the organization.
Segregation of Duties:
Designing and implementing controls to establish and maintain appropriate segregation of duties across our finance, accounting, and IT functions;
Conducting periodic assessments to identify incompatible duties and implementing mitigating controls where segregation of duties cannot be fully achieved; and
Implementing system configurations and access restrictions to enforce segregation of duties for key financial processes, including journal entry preparation and approval.
Monitoring controls:
Designing and implementing monitoring controls and protocols to assess the design and operating effectiveness of our internal controls on an ongoing basis;
Establishing a formal management self-assessment process to verify the proper and consistent functioning of our internal controls periodically during the year;
Implementing escalation procedures for identified control deficiencies; and
Establishing regular reporting to senior management and the Audit Committee on the effectiveness of internal controls.
Period-end financial reporting and significant account balances
Implemented enhancements to our account reconciliation process, increasing monitoring capabilities, and improving our consistency.
Enhanced the process over the review and approval of journal entries to ensure that all journal entries are subject to appropriate review and approval.
Formed a formal Disclosure Committee that has oversight responsibility for the accuracy and timeliness of quarterly disclosures made by us through controls and procedures and the monitoring of their integrity and effectiveness.
We are designing and implementing controls over the period-end financial reporting process and significant account balances. Additionally, we are implementing procedures to ensure adequate documented evidence of a sufficient level of management review over complex estimates and judgmental areas of accounting and financial reporting.
Information technology general controls
We are improving the design and operation of IT general controls for IT systems that are relevant to the preparation of our financial statements. Specifically, we are designing and implementing:
User Access Controls:
Designing and implementing enhanced user access controls for all financial systems, including:
Periodic user access reviews to ensure access rights remain appropriate;
Formal user provisioning and deprovisioning procedures;
Implementation of stronger password policies and authentication controls; and
Develop policies and procedures for regular user access review of all users with access to the financially relevant systems.
IT Program Change Management:
Establishing formal change management policies and procedures for financial systems;
Implementing controls to ensure that system changes are properly authorized, tested, and documented;
Establishing test and approval requirements before changes are migrated to production; and
Implementing tools to track and monitor system changes.
Computer Operations:
Designing and implementing controls over critical computer operations activities, including:
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Monitoring and resolution of failed batch jobs and interfaces;
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Formal procedures for data backup and disaster recovery testing;
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Controls over the processing and transfer of data between systems; and
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Documentation and monitoring of system performance and availability.
Overall IT Control Environment:
Enhancing our IT governance structure and establishing clear ownership and accountability for IT general controls;
Evaluating and initiating the implementation of technological enhancement;
Providing training to IT personnel on IT general control requirements and best practices; and
Engaging external third-party advisors with IT controls expertise to advise on the design and implementation of enhanced IT controls.
We have begun implementation of our remediation plan and are making progress on several initiatives. While the material weaknesses have not been remediated as of June 30, 2026, management is devoting substantial resources to the ongoing remediation efforts. However, the remediation of these material weaknesses is a comprehensive undertaking that will require sustained effort and sufficient time for the new controls to be implemented and tested. While we are committed to completing remediation as soon as practicable, we cannot provide assurance regarding the timing of full remediation. We will continue to provide updates on our remediation progress in future filings.
As we continue to evaluate and work to improve our internal control over financial reporting, we may take additional measures to address the material weaknesses or modify the remediation measures described above as we continue to evaluate and improve our internal control over financial reporting. The material weaknesses will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the fiscal quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than the remediation activities described above.
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