StandardAero, Inc. 8-K

What Happened
StandardAero, Inc. announced on January 29, 2026 that it completed a repurchase of 1,637,465 shares of its common stock from a GIC-affiliated selling stockholder at $30.535 per share (the public offering price less underwriting discounts/commissions). The repurchase closed concurrently with an underwritten public offering by selling stockholders (affiliates of The Carlyle Group and GIC) in which 57,500,000 shares were sold to the public at $31.00 per share. The repurchased shares are no longer outstanding.

Key Details

• Repurchase: 1,637,465 shares repurchased at $30.535/share (Stock Purchase Agreement dated January 20, 2026); total consideration ≈ $49,999,989.28 (~$50.0M). Repurchase made under the board-approved buyback program (approved December 2025).
• Offering: 57,500,000 shares sold by selling stockholders at $31.00/share, including 7,500,000 shares from the underwriters’ full option exercise. The Company received no proceeds from this sale.
• Agreements: Offering conducted under an underwriting agreement dated January 27, 2026 with Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC as representatives; registration was via an effective Form S-3 (Reg. No. 333-292987).
• Timing: Both transactions closed on January 29, 2026 and are disclosed in the Form 8-K (with the Stock Purchase Agreement and Underwriting Agreement filed as exhibits).

Why It Matters
For investors, the repurchase reduced the number of shares outstanding by the repurchased amount, while the selling-stockholder offering increased the number of shares available to the public (the Company did not receive proceeds from the offering). These concurrent transactions affect share ownership and public float (and could influence trading supply and shareholder percentages), so investors should review the company’s outstanding share count and related disclosures if assessing per-share metrics or ownership changes.