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StandardAero, Inc.

For the period ended Sep 30, 2026. Filed Nov 6, 2026.

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About this filing

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.

Sep 30, 2026 · Filed Nov 6, 2026

SARO$27.63+9.2%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-07.

0002025410-26-000009

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-06.

0002025410-26-000022

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 122 previous paragraphs and 121 current paragraphs.

73 unchanged; 35 reworded; 9 added; 13 removed; 1 previous and 4 current paragraphs rearranged.

Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (9)

Current report

Comparison of the Nine Months Ended September 30, 2026 and 2025

Current report

Engine Services segment revenue increased $46.6 million, or 3.5%, to $1,368.8 million for the three months ended September 30, 2026, compared to $1,322.2 million for the three months ended September 30, 2025. The increase was driven primarily due to volume partially offset by the elimination of pass-through revenue.

Current report

Engine Services Segment Adjusted EBITDA increased $39.7 million, or 24.0%, to $205.1 million for the three months ended September 30, 2026, from $165.4 million for the three months ended September 30, 2025. The increase was driven by productivity gains and progress on growth platforms, in addition to an increase in the availability of used serviceable material. Segment Adjusted EBITDA Margin of 15.0% increased compared to 12.5% in the prior year period, primarily driven by productivity and mix and the elimination of material pass-through revenue.

Current report

Component Repair Services segment revenue increased $12.9 million, or 7.3%, to $188.7 million for the three months ended September 30, 2026, compared to $175.8 million for the three months ended September 30, 2025, driven by volume.

Current report

Component Repair Services Segment Adjusted EBITDA decreased $5.3 million, or 9.9%, to $48.6 million for the three months ended September 30, 2026, from $54.0 million for the three months ended September 30, 2025, driven primarily by volume and mix. Segment Adjusted EBITDA Margin of 25.8% decreased compared to 30.7% in the prior year period, driven primarily by unfavorable mix.

Current report

Comparison of the Nine Months Ended September 30, 2026 and 2025

Current report

On October 28, 2026, our Board of Directors approved a $560.0 million increase to our existing share repurchase program, bringing the total authorization under the share repurchase program to $1.0 billion worth of the Company’s Common Stock. We intend to enter into an accelerated share repurchase agreement to repurchase $350.0 million of our Common Stock, which we expect to fund with cash on hand and borrowings under the 2024 Revolving Credit Facility.
Removed paragraphs (13)

Previous report

In May 2025, the Selling Stockholders completed a public offering of an aggregate of 34,500,000 shares of Common Stock (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. The Selling Stockholders received all of the net proceeds from this offering. No shares were sold by the Company.

Previous report

Revenue. Revenue increased $70.8 million, or 4.6%, to $1,599.7 million for the three months ended June 30, 2026 from $1,528.9 million for the three months ended June 30, 2025. The increase was driven by continued strong demand in our commercial aerospace and business aviation businesses, partially offset by the previously announced elimination of low-to-no margin material pass-through revenue on restructured contracts and lower military sales at our Component Repairs Services segment. The Commercial Aerospace end market grew 5.7% compared to the prior year period, the Business Aviation end market grew 5.6% compared to the prior year period, and the Military and Helicopter end market decreased 2.6%, compared to the prior year period.

Previous report

Comparison of the Six Months Ended June 30, 2026 and 2025

Previous report

Engine Services segment revenue increased $54.4 million, or 4.0%, to $1,405.1 million for the three months ended June 30, 2026, compared to $1,350.7 million for the three months ended June 30, 2025. The increase was driven primarily by continued year-over-year growth across all three major end markets, offset by the elimination of low-to-no margin material pass-through revenues on restructured contracts.

Previous report

Engine Services Segment Adjusted EBITDA increased $25.7 million, or 14.4%, to $204.2 million for the three months ended June 30, 2026, from $178.5 million for the three months ended June 30, 2025. The increase was driven by volume, productivity gains, and mix. Segment Adjusted EBITDA Margin of 14.5% increased compared to 13.2% in the prior year period driven by productivity gains, the elimination of material pass-through revenue, and mix, offset partially by the continued ramp in the LEAP and CFM56 DFW programs.

Previous report

Component Repair Services segment revenue increased $16.3 million, or 9.2%, to $194.6 million for the three months ended June 30, 2026, compared to $178.3 million for the three months ended June 30, 2025. The increase was driven by strong demand on commercial aerospace products and aeroderivative platforms, which were partially offset by lower revenues on certain military platforms due to timing.

Previous report

Component Repair Services Segment Adjusted EBITDA decreased $0.4 million, or 0.9%, to $51.2 million for the three months ended June 30, 2026, from $51.6 million for the three months ended June 30, 2025. Segment Adjusted EBITDA Margin of 26.3% decreased compared to 29.0% in the prior year period, driven primarily by negative mix.

Previous report

Comparison of the Six Months Ended June 30, 2026 and 2025

Previous report

Acquisition of intangible assets, liability incurred, but not paid, for the six months ended June 30, 2026 of $180.8 million is largely attributable to a $180.0 million license fee incurred during the period with one of our OEM partners.
Reworded paragraphs (35)

Previous wording

In addition, the Company continues to closely monitor the implementation of tariffs, which have the potential to disrupt global trade and existing supply chains and impose additional costs on our business. While negotiations regarding tariffs are ongoing, if the resulting environment of retaliatory tariffs or other practices of additional trade restrictions or barriers require us to increase prices for our products or services, this could lead to decreased demand for our products and services, which would negatively impact our results of operations, cash flows, and financial condition. While tariff levels and related trade actions remain fluid, we expect to pass associated cost increases through to customers where possible, though timing delays may impact margins. Factors such as our operations and supply chains, which are primarily located in regions where our products are sold, along with the applicability of the United States-Mexico-Canada Agreement, help reduce our exposure to trade disruptions, but there can be no assurance that these factors, or our pricing actions, will be effective mitigants given the uncertain environment. Most recently, in February 2026, the U.S. Supreme Court ruled that the use of the International Emergency Economic Powers Act (“IEEPA”) to impose tariffs was not authorized by Congress, invalidating a significant portion of tariffs that had been in effect since April 2025. While the ruling struck down the IEEPA-based tariffs, it does not prevent the administration from imposing tariffs using other legal authorities, and the Trump administration has indicated its intention to pursue alternative statutory mechanisms to reinstate or impose new tariffs. In July 2026, the Trump administration imposed tariffs on goods from more than 80 countries under Section 301 of the Trade Act of 1974, which enables the government to impose tariffs in response to unfair trade practices. These tariffs are the subject of pending litigation, the outcome of which remains uncertain. See “Part I, Item 1A. Risk Factors—Risks Related to Our Business and Industry—United States trade policies that restrict imports or increase import tariffs may have a material adverse effect on our business” in our 2025 Form 10-K.

Current wording

The legal framework for U.S. tariffs has also continued to evolve. In February 2026, the U.S. Supreme Court ruled that the use of the International Emergency Economic Powers Act (“IEEPA”) to impose tariffs was not authorized by Congress, invalidating a significant portion of tariffs that had been in effect since April 2025. While the ruling struck down the IEEPA-based tariffs, it does not prevent the administration from imposing tariffs using other legal authorities, and the Trump administration has indicated its intention to pursue alternative statutory mechanisms to reinstate or impose new tariffs. In July 2026, the Trump administration imposed tariffs on goods from more than 80 countries under Section 301 of the Trade Act of 1974, which enables the government to impose tariffs in response to unfair trade practices. In August 2026, the Trump administration further enacted additional 50% tariffs on a broad range of Canadian imports under Section 338 of the Tariff Act of 1930. These tariffs are the subject of pending litigation, the outcome of which remains uncertain. See “Part I, Item 1A. Risk Factors—Risks Related to Our Business and Industry—United States trade policies that restrict imports or increase import tariffs may have a material adverse effect on our business” in our 2025 Form 10-K.

Previous wording

On January 29, 2026, the Selling Stockholders completed a public offering of an aggregate of 57,500,000 shares of Common Stock (including the full exercise by the underwriters of their option to purchase up to an additional 7,500,000 shares) at a price to the public of $31.00 per share (the “January 2026 Offering”).

Current wording

On January 29, 2026, two of our stockholders (the “Selling Stockholders”), affiliates of The Carlyle Group Inc. (“Carlyle”) and GIC Private Limited (“GIC”), completed a public offering of an aggregate of 57,500,000 shares of Common Stock (including the full exercise by the underwriters of their option to purchase up to an additional 7,500,000 shares) at a price to the public of $31.00 per share (the “January 2026 Offering”).

Previous wording

As of June 30, 2026, Carlyle and GIC own approximately 25.5% and 5.8% of the Company’s outstanding Common Stock, respectively.

Current wording

As of September 30, 2026, Carlyle and GIC own approximately 25.7% and 5.8% of the Company’s outstanding Common Stock, respectively.

Previous wording

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. See Note 13, “Related Party Transactions” to the Company’s condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for descriptions of the consulting services agreements with Carlyle Investment Management L.L.C. and Beamer Investment Inc.

Current wording

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 the Company’s ordinary course of continuing operations. See Note 13, “Related Party Transactions” to the Company’s condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for descriptions of the consulting services agreements with Carlyle Investment Management L.L.C. and Beamer Investment Inc.

Previous wording

Selling, general and administrative (“SG&A”) expense primarily consists of expenses related to the selling of our services to our customers and maintaining a global sales support network, including salaries of our direct sales force. General costs to support the administrative requirements of the business such as finance, accounting, information technology, human resources and general management are also included.

Current wording

Selling, general and administrative (“SG&A”) expense primarily consists of expenses related to the selling of our services to our customers and maintaining a global sales support network, including salaries of our direct sales force. General costs to support the administrative requirements of the business such as finance, accounting, legal, information technology, human resources and general management are also included.

Previous wording

Revenue. Revenue increased $262.0 million, or 8.8%, to $3,226.6 million for the six months ended June 30, 2026 from $2,964.5 million for the six months ended June 30, 2025. The increase was driven by continued demand for our services and products across all three major end markets. The business aviation end market grew 12.4% compared to the prior year period, the commercial aerospace end market grew 8.5% compared to the prior year period, and the military and helicopter end market grew 3.5%, compared to the prior year period.

Current wording

Revenue. Revenue increased $59.5 million, or 4.0%, to $1,557.4 million for the three months ended September 30, 2026, from $1,498.0 million for the three months ended September 30, 2025. The increase was driven by continued demand for our services and products across all three major end markets. The business aviation end market grew 7.4% compared to the prior year period, the military and helicopter end market grew 7.2% compared to the prior year period and the commercial aerospace end market grew 1.3% compared to the prior year period.

Previous wording

Cost of revenue. Cost of revenue increased $38.1 million, or 3.0%, to $1,330.9 million for the three months ended June 30, 2026 from $1,292.8 million for the three months ended June 30, 2025. This increase was primarily driven by higher sales volume, as revenue increased 4.6% compared to the prior year period. The lower year-over-year growth rate in cost of revenue compared to revenue reflects in part lower material costs as a percentage of revenue from the elimination of low-to-no margin material pass-through revenue on restructured contracts.

Current wording

Cost of revenue. Cost of revenue increased $20.7 million, or 1.6%, to $1,295.5 million for the three months ended September 30, 2026 from $1,274.8 million for the three months ended September 30, 2025. This increase was primarily driven by higher sales volume, as revenue increased 4.0% compared to the prior year period. The lower year-over-year growth rate in cost of revenue compared to revenue reflects in part lower material costs as a percentage of revenue from the elimination of low-to-no margin material pass-through revenue on restructured contracts.

Previous wording

Selling, general and administrative expense. SG&A expense was $75.6 million and $76.0 million for the three months ended June 30, 2026 and 2025, respectively, and was 4.7% and 5.0% of revenue for the three months ended June 30, 2026 and 2025, respectively. The $0.4 million or 0.5% decrease in SG&A expense for the three months ended June 30, 2026 was primarily due to a $3.5 million loss on disposal and professional services fees related to the May secondary offering incurred in the prior year period, partially offset by increased personnel expenses related to bonuses and increased headcount.

Current wording

Selling, general and administrative expense. SG&A expense was $75.9 million and $60.9 million for the three months ended September 30, 2026 and 2025, respectively, and was 4.9% and 4.1% of revenue for the three months ended September 30, 2026 and 2025, respectively. The $14.9 million, or 24.5%, increase in SG&A expense for the three months ended September 30, 2026 was primarily due to increased personnel expenses and headcount.

Previous wording

Amortization of intangible assets. Amortization of intangible assets was $24.7 million and $24.6 million for the three months ended June 30, 2026 and 2025, respectively.

Current wording

Amortization of intangible assets. Amortization of intangible assets was $25.0 million and $24.9 million for the three months ended September 30, 2026 and 2025, respectively.

Previous wording

Interest expense. Interest expense decreased $2.5 million, or 5.8%, from $43.8 million for the three months ended June 30, 2025 to $41.3 million for the three months ended June 30, 2026. This decrease in interest expense was largely driven by a weighted average interest rate of borrowings for the three months ended June 30, 2026 of 6.1% compared to 6.8% for the three months ended June 30, 2025. See “—Liquidity and Capital Resources” for further discussion of our debt and financing activities.

Current wording

Interest expense. Interest expense decreased $4.1 million, or 9.1% from $44.6 million for the three months ended September 30, 2025 to $40.5 million for the three months ended September 30, 2026. This decrease in interest expense was largely driven by a weighted average interest rate of borrowings for the three months ended September 30, 2026 of 5.9% compared to 6.8% for the three months ended September 30, 2025. See “—Liquidity and Capital Resources” for further discussion of our debt and financing activities.

Previous wording

Income tax expense. Income tax expense was $29.9 million for the three months ended June 30, 2026, as compared to $24.0 million for the three months ended June 30, 2025, an increase of $5.9 million, or 24.6%. This increase in income tax expense is primarily due to an increase in pre-tax income which, for the three months ended June 30, 2026, increased to $127.2 million as compared to $91.7 million for the three months ended June 30, 2025. The income tax expense and corresponding estimated effective tax rate for the three months ended June 30, 2026 and 2025 were higher than the statutory rate of 21% primarily due to non-deductible expenses and state taxes. Additionally, for the three months ended June 30, 2025, the effective rate was higher than the statutory rate due to the Global Intangible Low-tax Income (“GILTI”) provision. Effective January 1, 2026, the One Big Beautiful Bill Act (the “OBBBA”) eliminates the requirements to allocate interest expense against Net CFC tested income (“NCTI”, formerly GILTI). As a result, we are utilizing foreign tax credits to offset NCTI.

Current wording

Income tax expense. Income tax expense was $27.8 million for the three months ended September 30, 2026, as compared to $24.7 million for the three months ended September 30, 2025, an increase of $3.1 million, or 12.6%. This increase in income tax expense is primarily due to an increase in pre-tax income which, for the three months ended September 30, 2026, increased to $120.6 million as compared to $92.8 million for the three months ended September 30, 2025. The income tax expense and corresponding estimated effective tax rate for the three months ended September 30, 2026 and 2025 were higher than the statutory rate of 21% primarily due to non-deductible expenses and state taxes. Additionally, for the three months ended September 30, 2025, the effective rate was higher than the statutory rate due to the Global Intangible Low-tax Income (“GILTI”) provision. Effective January 1, 2026, the One Big Beautiful Bill Act (the “OBBBA”) eliminates the requirements to allocate interest expense against Net CFC tested income (“NCTI”, formerly GILTI). As a result, we are utilizing foreign tax credits to offset NCTI.

Previous wording

The following table sets forth our consolidated statements of operations data for the six months ended June 30, 2026 and 2025:

Current wording

The following table sets forth our consolidated statements of operations data for the nine months ended September 30, 2026 and 2025:

Previous wording

Cost of revenue. Cost of revenue increased $207.8 million, or 8.3%, to $2,718.4 million for the six months ended June 30, 2026 from $2,510.6 million for the six months ended June 30, 2025. This increase was primarily driven by higher sales volume, as revenue increased 8.8% compared to the prior year period. The lower year-over-year growth rate in cost of revenue compared to revenue reflects in part lower material costs as a percentage of revenue from the elimination of low-to-no margin material pass-through revenue on restructured contracts.

Current wording

Cost of revenue. Cost of revenue increased $228.5 million, or 6.0%, to $4,013.9 million for the nine months ended September 30, 2026 from $3,785.4 million for the nine months ended September 30, 2025. This increase was primarily driven by higher sales volume, as revenue increased 7.2% compared to the prior year period. The lower year-over-year growth rate in cost of revenue compared to revenue reflects in part lower material costs as a percentage of revenue from the elimination of low-to-no margin material pass-through revenue on restructured contracts.

Previous wording

The following table sets forth our total cost of revenue for the six months ended June 30, 2026 and 2025:

Current wording

The following table sets forth our total cost of revenue for the nine months ended September 30, 2026 and 2025:

Previous wording

Selling, general and administrative expense. SG&A expense was $147.5 million and $140.5 million for the six months ended June 30, 2026 and 2025, respectively, and was 4.6% and 4.7% of revenue for the six months ended June 30, 2026 and 2025, respectively. The $7.0 million or 5.0% increase in SG&A expense for the six months ended June 30, 2026 was primarily due to increased personnel expenses and headcount.

Current wording

Selling, general and administrative expense. SG&A expense was $223.4 million and $201.4 million for the nine months ended September 30, 2026 and 2025, respectively, and was 4.7% and 4.5% of revenue for the nine months ended September 30, 2026 and 2025, respectively. The $22.0 million or 10.9% increase in SG&A expense for the nine months ended September 30, 2026 was primarily due to increased personnel expenses and headcount.

Previous wording

Amortization of intangible assets. Amortization of intangible assets was $49.0 million and $48.9 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Amortization of intangible assets. Amortization of intangible assets was $74.0 million and $73.8 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Interest expense. Interest expense decreased $8.2 million, or 9.4%, from $87.6 million for the six months ended June 30, 2025 to $79.4 million for the six months ended June 30, 2026. This decrease in interest expense was largely driven by a weighted average interest rate of borrowings for the six months ended June 30, 2026 of 6.1% compared to 6.9% for the six months ended June 30, 2025. See “—Liquidity and Capital Resources” for further discussion of our debt and financing activities.

Current wording

Interest expense. Interest expense decreased $12.3 million, or 9.3%, from $132.2 million for the nine months ended September 30, 2025 to $119.9 million for the nine months ended September 30, 2026. This decrease in interest expense was largely driven by a weighted average interest rate of borrowings for the nine months ended September 30, 2026 of 6.1% compared to 6.9% for the nine months ended September 30, 2025. See “—Liquidity and Capital Resources” for further discussion of our debt and financing activities.

Previous wording

Income tax expense. Income tax expense was $54.9 million for the six months ended June 30, 2026, as compared to $46.2 million for the six months ended June 30, 2025, an increase of $8.7 million, or 18.9%. This increase in income tax expense is primarily due to an increase in year-to-date pre-tax income. Year-to-date income before taxes for the six months ended June 30, 2026 increased to $232.2 million as compared to $176.9 million for the six months ended June 30, 2025. The income tax expense, and corresponding estimated effective tax rate for the six months ended June 30, 2026 and 2025, of 23.6% and 26.1%, respectively, were higher than the statutory rate of 21% primarily due to non-deductible expenses and state taxes as well as GILTI impact for the six months ended June 30, 2025. Effective January 1, 2026, the OBBBA eliminates the requirements to allocate interest expense against NCTI (formerly GILTI). As a result, we are utilizing foreign tax credits to offset NCTI.

Current wording

Income tax expense. Income tax expense was $82.7 million for the nine months ended September 30, 2026, as compared to $70.9 million for the nine months ended September 30, 2025, an increase of $11.8 million, or 16.7%. This increase in income tax expense is primarily due to an increase in year-to-date pre-tax income. Income before taxes for the nine months ended September 30, 2026 increased to $352.7 million as compared to $269.6 million for the nine months ended September 30, 2025. The income tax expense, and corresponding estimated effective tax rate for the nine months ended September 30, 2026 and 2025, of 23.4% and 26.3%, respectively, were higher than the statutory rate of 21% primarily due to non-deductible expenses and state taxes as well as GILTI impact for the nine months ended September 30, 2025. Effective January 1, 2026, the OBBBA eliminates the requirements to allocate interest expense against NCTI (formerly GILTI). As a result, we are utilizing foreign tax credits to offset NCTI.

Previous wording

Engine Services segment revenue increased $233.2 million, or 8.9%, to $2,852.2 million for the six months ended June 30, 2026, compared to $2,619.0 million for the six months ended June 30, 2025. 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.

Current wording

Engine Services segment revenue increased $279.8 million, or 7.1%, to $4,221.0 million for the nine months ended September 30, 2026, compared to $3,941.2 million for the nine months ended September 30, 2025. 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.

Previous wording

Engine Services Segment Adjusted EBITDA increased $30.3 million, or 8.6%, to $382.8 million for the six months ended June 30, 2026, from $352.5 million for the six months ended June 30, 2025. The increase was driven by volume and productivity gains, partially offset by mix headwinds from ramping LEAP and CFM56 growth programs which continue to climb the learning curve. Segment Adjusted EBITDA Margin of 13.4% decreased compared to 13.5% in the prior year period driven by mix including the ramp in LEAP and CFM56 DFW.

Current wording

Engine Services Segment Adjusted EBITDA increased $70.0 million, or 13.5%, to $587.9 million for the nine months ended September 30, 2026, from $517.9 million for the nine months ended September 30, 2025. The increase was driven by volume and productivity gains, partially offset by mix headwinds from ramping LEAP and CFM56 growth programs which continue to come down the learning curve. Segment Adjusted EBITDA Margin of 13.9% increased compared to 13.1% in the prior year period driven by volume, productivity gains and the elimination of some material pass-through revenue, partially offset by mix headwinds from the ramp in LEAP and CFM56 DFW.

Previous wording

Component Repair Services segment revenue increased $28.8 million, or 8.3%, to $374.3 million for the six months ended June 30, 2026, compared to $345.5 million for the six months ended June 30, 2025. The increase was driven by continued robust demand on key commercial aerospace products, partially offset by softness during the three months ended March 31, 2026 in the military end market from the delayed effect of the U.S. government shutdown in the prior year and timing of delayed revenues during the three months ended June 30, 2026.

Current wording

Component Repair Services segment revenue increased $41.7 million, or 8.0%, to $563.0 million for the nine months ended September 30, 2026, compared to $521.3 million for the nine months ended September 30, 2025. The increase was driven by continued robust demand on key commercial aerospace products, partially offset by softness during the current year period in the military end market from the delayed effect of the U.S. government shutdown in the prior year, in addition to the timing of certain military revenues.

Previous wording

Component Repair Services Segment Adjusted EBITDA increased $4.6 million, or 4.6%, to $103.6 million for the six months ended June 30, 2026, from $99.0 million for the six months ended June 30, 2025. Segment Adjusted EBITDA Margin of 27.7% decreased compared to 28.7% in the prior year period, driven by unfavorable mix related to softness on key military programs.

Current wording

Component Repair Services Segment Adjusted EBITDA decreased $0.7 million, or 0.5%, to $152.2 million for the nine months ended September 30, 2026, from $153.0 million for the nine months ended September 30, 2025. Segment Adjusted EBITDA Margin of 27.0% decreased compared to 29.3% in the prior year period, driven by unfavorable mix related to the timing of certain military revenues.

Previous wording

Includes unamortized discounts of $17.5 million and $19.2 million as of June 30, 2026 and December 31, 2025, respectively, and unamortized deferred finance charges of $12.3 million and $13.4 million as of June 30, 2026 and December 31, 2025, respectively.

Current wording

Includes unamortized discounts of $16.7 million and $19.2 million as of September 30, 2026 and December 31, 2025, respectively, and unamortized deferred finance charges of $11.7 million and $13.4 million as of September 30, 2026 and December 31, 2025, respectively.

Previous wording

Our principal historical cash requirements have been to fund working capital, capital expenditures and acquisitions and to service our indebtedness. As of June 30, 2026, we had $792.7 million of available liquidity, consisting of $179.1 million cash on hand and, $613.6 million available under the 2024 Revolving Credit Facility. Based on our current operations, we believe that our current sources of liquidity, including cash on hand and availability under the 2024 Revolving Credit Facility, are adequate to meet our cash requirements for the next twelve months and for the foreseeable future. See Note 8, “Long-Term Debt” for further discussion of the Credit Agreement and Senior Secured Credit Facilities. However, our ability to make scheduled payments of principal and interest on our debt, refinance our debt, comply with the financial covenants under our debt agreements and fund our other liquidity requirements will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Any future acquisitions, joint ventures or other similar transactions may require additional capital and there can be no assurance that any such capital will be available to us on acceptable terms, if at all.

Current wording

Our principal historical cash requirements have been to fund working capital, capital expenditures and acquisitions and to service our indebtedness. As of September 30, 2026, we had $657.1 million of available liquidity, consisting of $191.3 million cash on hand and, $465.8 million available under the 2024 Revolving Credit Facility. Based on our current operations, we believe that our current sources of liquidity, including cash on hand and availability under the 2024 Revolving Credit Facility, are adequate to meet our cash requirements for the next twelve months and for the foreseeable future. See Note 8, “Long-Term Debt” for further discussion of the Credit Agreement and Senior Secured Credit Facilities. However, our ability to make scheduled payments of principal and interest on our debt, refinance our debt, comply with the financial covenants under our debt agreements and fund our other liquidity requirements will depend on our ability to generate cash in the future, which is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Any future acquisitions, joint ventures or other similar transactions may require additional capital and there can be no assurance that any such capital will be available to us on acceptable terms, if at all.

Previous wording

The 2024 Term Loan Facilities under the Credit Agreement, under which we had outstanding indebtedness in an aggregate principal amount of $2,216.3 million, maturing on October 31, 2031; and

Current wording

The 2024 Term Loan Facilities under the Credit Agreement, under which we had outstanding indebtedness in an aggregate principal amount of $2,210.6 million, maturing on October 31, 2031; and

Previous wording

The $750.0 million 2024 Revolving Credit Facility under the Credit Agreement, under which we had outstanding indebtedness of $120.0 million; and

Current wording

The $750.0 million 2024 Revolving Credit Facility under the Credit Agreement, under which we had outstanding indebtedness of $270.0 million; and

Previous wording

The 2024 Revolving Credit Facility is subject to a springing financial covenant, which requires us to maintain a maximum consolidated first lien net leverage ratio that is tested quarterly, at the end of any fiscal quarter, when more than 40% of the 2024 Revolving Credit Facility (excluding, among other things, all letters of credit incurred under the 2024 Revolving Credit Facility (whether or not cash collateralized) and adjusted cash and cash equivalents of the Borrowers and their restricted subsidiaries) is utilized on such date.

Current wording

The 2024 Revolving Credit Facility is subject to a springing financial covenant, which requires us to maintain a maximum consolidated first lien net leverage ratio that is tested quarterly, at the end of any fiscal quarter, when more than 40% of the 2024

Previous wording

The following table summarizes our cash flows for the six months ended June 30, 2026 and 2025:

Current wording

The following table summarizes our cash flows for the nine months ended September 30, 2026 and 2025:

Previous wording

Net cash used in operating activities for the six months ended June 30, 2026 was $47.2 million. The factors affecting our operating cash flows during the period included net income of $177.2 million and non-cash charges of $102.6 million, partially offset by a $327.0 million change in our operating assets and liabilities. The non-cash charges primarily consisted of $93.5 million in depreciation and amortization and $9.7 million in stock compensation expense, partially offset by a $4.7 million decrease in deferred income taxes. The increase in our net working capital was primarily due to the increase in trade working capital driven by continued growth in the business.

Current wording

Net cash provided by operating activities for the nine months ended September 30, 2026 was $81.7 million. The factors affecting our operating cash flows during the period included net income of $270.0 million and non-cash charges of $159.8 million, partially offset by a $348.1 million change in our operating assets and liabilities. The non-cash charges primarily consisted of $147.2 million in depreciation and amortization and $15.7 million in stock compensation expense, partially offset by a $9.8 million decrease in deferred income taxes. The increase in our net working capital was primarily due to the increase in trade working capital driven by continued growth in the business.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2026 of $69.6 million primarily consisted of $36.6 million of purchases of property, plant and equipment, and $33.3 million of acquisitions, net of cash and other, partially offset by $0.8 million of proceeds from disposal of property, plant and equipment.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2026 of $279.3 million primarily consisted of $180.6 million in payments for the purchase of intangible assets, $67.3 million of purchases of property, plant and equipment, and $33.1 million of acquisitions, net of cash and other, partially offset by $1.8 million of proceeds from disposal of property, plant and equipment.

Previous wording

Net cash provided by financing activities for the six months ended June 30, 2026 of $7.2 million was primarily attributable to $100.1 million in repurchases of the Company’s common stock and $126.8 million in repayments of long-term debt, offset by proceeds from long-term debt of $235.0 million.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2026 of $101.0 million was primarily attributable to $150.1 million in repurchases of the Company’s Common Stock and $202.6 million in repayments of long-term debt, offset by proceeds from long-term debt of $455.0 million.

Previous wording

Net cash used in operating activities for the six months ended June 30, 2025 was $21.1 million. The factors affecting our operating cash flows during the period included net income of $130.7 million and non-cash charges of $99.5 million, partially offset by a $251.3 million change in our operating assets and liabilities. The non-cash charges primarily consisted of $97.2 million in depreciation and amortization and $5.9 million in stock compensation expense, partially offset by an $11.6 million decrease in deferred income taxes. The increase in our net working capital was primarily due to the increase in trade working capital driven by continued growth in the business.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2025 was $6.3 million. The factors affecting our operating cash flows during the period included net income of $198.8 million and non-cash charges of $162.9 million, partially offset by a $367.9 million change in our operating assets and liabilities. The non-cash charges primarily consisted of $145.3 million in depreciation and amortization, $10.0 million in stock compensation expense, $4.9 million in amortization of deferred finance charges and discounts, and $0.6 million of foreign exchange gain, partially offset by a $0.8 million decrease in deferred income taxes. The increase in our net working capital was primarily due to the increase in trade working capital driven by continued growth in the business.

Previous wording

Net cash used in investing activities for the six months ended June 30, 2025 of $72.4 million primarily consisted of $47.3 million of purchases of property, plant and equipment, rental engines and $30.0 million in payment of our licensing agreement acquired during the year ended December 2024.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2025 of $91.1 million primarily consisted of $66.7 million of purchases of property, plant and equipment, rental engines and $30.0 million in payment during the current period of our licensing agreement acquired during the year ended December 2024, partially offset by $4.3 million of proceeds from disposal of property, plant and equipment.

Previous wording

Net cash provided by financing activities for the six months ended June 30, 2025 of $81.7 million was primarily attributable to the proceeds from long-term debt of $345.0 million, offset by $261.8 million in repayments of long-term debt.

Current wording

Net cash provided by financing activities for the nine months ended September 30, 2025 of $90.9 million was primarily attributable to the proceeds from long-term debt of $545.0 million, offset by $452.6 million in repayments of long-term debt.
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

In addition, the Company continues to closely monitor the implementation of tariffs, which have the potential to disrupt global trade and existing supply chains and impose additional costs on our business. While negotiations regarding tariffs are ongoing, if the resulting environment of retaliatory tariffs or other practices of additional trade restrictions or barriers require us to increase prices for our products or services, this could lead to decreased demand for our products and services, which would negatively impact our results of operations, cash flows, and financial condition. While tariff levels and related trade actions remain fluid, we expect to pass associated cost increases through to customers where possible, though timing delays may impact margins.

Current report — wording carried from elsewhere

Factors such as our operations and supply chains, which are primarily located in regions where our products are sold, along with the applicability of the United States-Mexico-Canada Agreement (the “USMCA”), help reduce our exposure to trade disruptions, but there can be no assurance that these factors, or our pricing actions, will be effective mitigants given the uncertain environment. For example, at the July 2026 joint review, the United States declined to extend the USMCA, triggering annual reviews of the agreement. Although the USMCA remains in effect, this has increased uncertainty regarding its future terms and the continued availability of its benefits.

Current report — wording carried from elsewhere

Revenue. Revenue increased $321.5 million, or 7.2%, to $4,784.0 million for the nine months ended September 30, 2026 from $4,462.5 million for the nine months ended September 30, 2025. The increase was driven by continued demand for our services and products across all three major end markets. The business aviation end market grew 10.6% compared to the prior year period, the commercial aerospace end market grew 6.1% compared to the prior year period, and the military and helicopter end market grew 4.8%, compared to the prior year period.

Current report — wording carried from elsewhere

Revolving Credit Facility (excluding, among other things, all letters of credit incurred under the 2024 Revolving Credit Facility (whether or not cash collateralized) and adjusted cash and cash equivalents of the Borrowers and their restricted subsidiaries) is utilized on such date.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

In March 2025, two of our stockholders (the “Selling Stockholders”), affiliates of The Carlyle Group Inc. (“Carlyle”) and GIC Private Limited (“GIC”), completed a public offering of an aggregate of 36,000,000 shares of Common Stock at a price to the public of $28.00 per share. The Selling Stockholders received all of the net proceeds from this offering. No shares were sold by the Company.