Two StandardAero stockholdersaEUR"affiliates of The Carlyle Group Inc. and GICaEUR"intend to offer and sell an aggregate of 50,000,000 shares of the companyaEUR(TM)s common stock in an underwritten public offering.

StandardAero, Inc. (NYSE: SARO) (“StandardAero” or the “Company”) announced today that two of its stockholders (the “Selling Stockholders”), affiliates of The Carlyle Group Inc. and GIC, intend to offer and sell an aggregate of 50,000,000 shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), in an underwritten public offering pursuant to StandardAero’s shelf registration statement filed with the Securities and Exchange Commission (the “SEC”). The Selling Stockholders will receive all of the proceeds from the proposed offering. The Company will not receive any of the proceeds from the sale of shares of the Company’s common stock by the Selling Stockholders. The Selling Stockholders expect to grant the underwriters a 30-day option to purchase up to an aggregate of 7,500,000 additional shares of Common Stock.

The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Morgan Stanley & Co. LLC, J.P. Morgan, and RBC Capital Markets are acting as joint lead book-running managers for the proposed offering. Carlyle is acting as co-manager for the proposed offering.

In addition, the Company has entered into a stock purchase agreement with a Selling Stockholder to repurchase $50 million of its Common Stock in a private transaction at the price per share equal to the price paid by the underwriters in the offering (the “Share Repurchase”). The Share Repurchase will be made pursuant to the Company’s existing stock repurchase program approved by its board of directors in December 2025. The closing of the Share Repurchase is expected to be concurrent with the closing of this offering. The repurchased shares of Common Stock will no longer be outstanding after this offering. The completion of the Share Repurchase is contingent on the satisfaction of customary closing conditions and conditioned upon the completion of this offering. The completion of this offering is not conditioned upon the completion of the Share Repurchase.

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