StandardAero, Inc. 10-K

Item 9A. Controls and Procedures. 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 Annual Report, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2025, 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 Annual Report present fairly, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with generally accepted accounting principles. Management's Report on Internal Control Over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 using the criteria described in Internal Control – Integrated Framework(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO Framework”). Based on this evaluation, management concluded that our internal control over financial reporting was not effective as of December 31, 2025 as a result of the material weaknesses in our internal control over financial reporting described below. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. The following material weaknesses exist as of December 31, 2025: 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 130 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. The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Part II, Item 8 of this Annual Report on Form 10-K. 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. Management has 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; 131 • 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: 132 • 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: o Monitoring and resolution of failed batch jobs and interfaces; o Formal procedures for data backup and disaster recovery testing; o Controls over the processing and transfer of data between systems; and o 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 December 31, 2025, 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. 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. 133 Changes in Internal Control Over Financial Reporting Other than the changes described above, there were no additional changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, other than the remediation activities described above. Item 9B. Other Information. (a) Disclosure in lieu of reporting on a Current Report on Form 8-K. None. (b) Insider Trading Arrangements and Policies During the three months ended December 31, 2025, no director or officer of the Company, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 134 PART III Item 10. Directors, Executive Officers and Corporate Governance. The following table sets forth information about the executive officers and directors as of the date of this Annual Report. With respect to our directors, each biography contains information regarding the person’s service as a director, business experience, director positions held currently or at any time during the past five years, information regarding involvement in certain legal or administrative proceedings and the experience, qualifications, attributes or skills that caused our board of directors to determine that the person should serve as a director of the Company. Name Age Position Executive Officers Russell Ford 64 Chief Executive Officer and Director Daniel Satterfield 60 Chief Financial Officer and Treasurer Kimberly Ernzen 53 Chief Operating Officer Lewis Prebble 55 President, Engine Services – Airlines & Fleets Marc Drobny 55 President, Engine Services – Military, Helicopters & Energy Anthony Brancato 65 President, Engine Services – Business Aviation Gregory Krekeler 64 President, Component Repair Services Michael Kaplan 57 Chief Legal Officer Alexander Trapp 52 Chief Strategy Officer Malisa Chambliss 55 Chief Human Resources Officer Directors Douglas V. Brandely 45 Director Peter J. Clare 60 Director Ian Fujiyama 53 Director Derek Kerr 61 Director Wendy M. Masiello 67 Director Paul McElhinney 65 Director Andrea Fischer Newman 67 Director Stefan Weingartner 64 Director Russell Ford was appointed Chief Executive Officer in October 2013. He also has served as a member of the board of directors since April 2019. Mr. Ford has over 30 years of experience working in the aerospace industry. Prior to joining the Company, he was at Precision Castparts Corporation as the President of Carlton Forge Works and Dickson Test Group. He also previously served as ClearEdge Power Inc.’s President and Chief Executive Officer, Prestolite Electric Inc.’s President and Chief Executive Officer, Holley Performance Products Inc.’s Chief Operations Officer, Lockheed Martin Corporation’s Senior Vice President of Operations, Allied Signal Corporation’s General Manager of the Industrial and Marine Engine Division and in various engineering and management positions at Bell Helicopter and AT&T. Mr. Ford holds an M.B.A. from Duke University’s Fuqua School of Business and a Bachelor of Science in mechanical engineering from the Georgia Institute of Technology. He is a certified Six Sigma Blackbelt and Shingjutzu Lean Expert. We believe Mr. Ford is qualified to serve as a member of our board of directors because of his decades of experience in the aerospace industry and his perspective as our Chief Executive Officer. Daniel Satterfield was appointed Chief Financial Officer in January 2023. Prior to joining the Company, Mr. Satterfield served as Chief Financial Officer for Honeywell Aerospace from December 2018 to December 2022. Prior to his service at Honeywell, he worked in senior executive financial leadership roles at Gates Corporation, Eaton, Cooper Industries and Siemens. Mr. Satterfield has more than 30 years of international management experience delivering strong leadership in growth, productivity, acquisition integration, financial reporting and complex accounting. He also has extensive engineering and manufacturing management expertise and corporate SEC and GAAP experience. Mr. Satterfield holds a Bachelor of Business Administration in accounting from the University of Georgia. 135 Kimberly Ernzen was appointed Chief Operating Officer in May 2024. Prior to joining the Company, Ms. Ernzen served in a variety of leadership positions at Raytheon since 2014, including President, Naval Power, from April 2020 to May 2024, Senior Vice President, Air Warfare Systems, from November 2018 to March 2020, Vice President, Land Warfare Systems, from May 2017 to October 2018 and Vice President, Operations from March 2014 to May 2017. During her three decades of experience in the aerospace industry, Ms. Ernzen has held multiple director and manager roles at Raytheon, Hawker Beechcraft, Cessna and Boeing. Ms. Ernzen holds an Executive M.B.A., a Master of Science in aerospace engineering and a Bachelor of Science in aerospace engineering from Wichita State University. Lewis Prebble was appointed President of Airlines & Fleets in April 2021. Prior to joining the Company, Mr. Prebble served as Senior Vice President for the Americas at Rolls-Royce from February 2014 to March 2021. Mr. Prebble has more than 25 years of aerospace experience working in the aircraft engine and airline industries. Mr. Prebble held multiple executive positions at Rolls-Royce including Senior Vice President, Customer Business – Bombardier, Vice President, Customer Business – Americas and Head of Business Development & Marketing, Services and Sales Director – Asia Pacific. Prior to that, he worked five years in strategic positions for Air New Zealand. Mr. Prebble holds an M.B.A. from the Darden School of Business at the University of Virginia and a Bachelor of Commerce & Administration in operations management from Victoria University in Wellington, New Zealand. Gregory Krekeler was appointed President of Component Repair Services in September 2025. Mr. Krekeler joined the Company in January 2023 as Vice President and General Manager of the company’s Maryville, TN strategic business unit. Prior to joining the Company, he led Krekeler Consulting LLC from March 2022 to January 2023. Prior to 2022, Mr. Krekeler spent 35 years in various aviation leadership and management roles at Boeing Defense, Boeing Global Services and within Boeing Supply Chain Management. Mr. Krekeler also served in Boeing Defense executive director roles in the United States, Canada, and the United Kingdom. Mr. Krekeler started his career with McDonnell Douglas in engineering, aircraft and software development in Phantom Works culminating as an integrated product team leader on the F/A-18 Super Hornet development and F/A-18 Program Chief of Staff. Mr. Krekeler holds a Master of Business Administration from Olin School of Business at Washington University in St. Louis, a Master of Science in Aerospace Engineering from Missouri University of Science and Technology, and a Bachelor of Science in Aerospace Engineering from the University of Kansas. He has served on boards at all three universities and local charitable boards. Marc Drobny was appointed President of Military, Helicopter & Energy in October 2020 and joined the Company in March 2018 as President of Business Aviation. Prior to joining the Company, Mr. Drobny served as President of Executive Jet Management from July 2016 to March 2018. Prior to his 13 years at Executive Jet Management, Mr. Drobny served more than a decade with the U.S. Navy, rising through the ranks as an FA-18 Pilot and Test Pilot to serve as Department Head for a Navy FA-18 squadron. Mr. Drobny holds a Bachelor of Science in aeronautical engineering from the U.S. Naval Academy and is a graduate of the U.S. Navy Test Pilot School. Anthony Brancato was appointed President of Business Aviation in January 2021. Mr. Brancato joined the Company in February 2017, serving as President, Associated Air Center from February 2017 to December 2018 and as Senior Vice President, Integration from January 2019 to December 2020. Prior to joining the Company, Mr. Brancato held similar executive roles with Honeywell Aerospace, including Vice President of Global Business Aviation Aftermarket which generated more than $1.4 billion in revenue and managed a network of 300 service centers. During his more than three decades of experience in the aviation industry, Mr. Brancato has held multiple Vice President and General Manager roles in commercial, government services and business aviation units with Textron Lycoming, AlliedSignal and Honeywell. Mr. Brancato holds an M.B.A. from the University of New Haven, a Bachelor of Arts in management from the University of Phoenix, an Associate of Science degree in engineering and an FAA Airframe and Powerplant Certificate from Long Beach City College. Michael Kaplan was appointed Chief Legal Officer in October 2025 and has direct oversight of the Company’s legal, corporate governance, and regulatory compliance functions. Prior to joining the Company, Mr. Kaplan was Senior Counsel at Norton Rose Fulbright, a global law firm, where he specialized in corporate governance, M&A and securities law. Mr. Kaplan served as Senior Vice President and General Counsel for M.D.C. Holdings, Inc. (NYSE: MDC). From February 2020 until October 2022, Mr. Kaplan was the Executive Vice President, Chief Legal Officer, Chief Compliance Officer and Secretary for Red Robin Gourmet Burgers, Inc. (Nasdaq: RRGB) and from September 2013 until February 2020, he was the Senior Vice President, CLO, CCO and Secretary for that company. Prior to RRGB, Mr. Kaplan was Senior Vice President, General Counsel, Chief Security Officer and Secretary for 136 StandardAero from January 2010 until July 2013, and from January 2000 until January 2010 he was a shareholder with Greenberg Traurig, LLP. Mr. Kaplan holds a Bachelor of Arts degree in economics and government from the College of William and Mary and a J.D. degree from the Stanford Law School. Alexander Trapp was appointed as Chief Strategy Officer in February 2025. Prior to that, Mr. Trapp served as Senior Vice President Business Development at the Company since March 2016. Mr. Trapp has experience as Vice President Commercial, at Rolls-Royce America, Express-Jet Airlines and Continental Airlines. Mr. Trapp holds a B.S. in Business Administration, Finance and International from Trinity University and a MBA, Finance and Accounting from Washington University in St. Louis – Olin Business School. Malisa Chambliss was appointed Chief Human Resources Officer in March 2020. In this role, Ms. Chambliss oversees all aspects of the Company’s HR operations, including staffing, employee training and development, benefits, compensation, payroll, and employee/labor relations. Prior to joining the Company, Ms. Chambliss served as Executive HR Leader for GE Aviation’s Maintenance Operations, supporting global manufacturing across 22 sites and more than 12,000 employees. Her career also includes key HR leadership roles within GE’s Oil & Gas, Security, and Real Estate divisions, as well as positions at United Technologies Corporation, ServiceMaster, and CIGNA. Ms. Chambliss holds a Bachelor of Arts and a Master of Arts degree in Psychology from Troy University. Douglas V. Brandely is a Partner of The Carlyle Group, a private equity firm, where he focuses on investments in the aerospace, defense and government sectors as a member of Carlyle’s U.S. Buyout group. He has previously served as a member of the board of directors for other Carlyle investments, such as Forgital Group, Novetta Solutions, PrimeFlight Aviation Services and Sequa Corporation. Prior to joining Carlyle in 2005, Mr. Brandely was an investment banking analyst at Greenhill & Co. He holds a M.B.A. from the Wharton School at the University of Pennsylvania and a Bachelor of Science in commerce from the University of Virginia. We believe Mr. Brandely is qualified to serve on our board of directors because of his corporate finance expertise and knowledge of the aerospace industry, as well as his experience on the board of directors of several Carlyle portfolio companies. Peter J. Clare served as Chief Investment Officer of Corporate Private Equity, Chairman of the Americas and Chair of the U.S. Buyout and Growth Investment committees of The Carlyle Group, a private equity firm, until his retirement in 2023. He previously served in various senior roles at Carlyle, including as the Co-Head of the U.S. Buyout and Growth team, Deputy Chief Investment Officer of Carlyle’s CPE segment, Global Head of the Aerospace, Defense & Government Services team and as a founding member of the Carlyle Asia team. Prior to joining Carlyle in 1992, Mr. Clare began his career with roles at First City Capital Corporation and the Merchant Banking Group of Prudential-Bache. Mr. Clare has previously served as a member of the board of directors of various companies, including The Carlyle Group, Booz Allen Hamilton (where he also served a member of the Compensation Committee and Nominating and Governance Committee), Sedgwick, Nouryon, Pharmaceutical Product Development (PPD), Signode Industrial, Wesco Aircraft and Aviall. Mr. Clare holds an M.B.A. from the Wharton School at the University of Pennsylvania and a Bachelor of Science in business administration from Georgetown University. We believe Mr. Clare is qualified to serve on our board of directors because of his corporate finance expertise and knowledge of the aerospace industry, as well as his extensive experience as a board member. Ian Fujiyama is a Partner of The Carlyle Group, a private equity firm, as well as head of Carlyle’s Global Aerospace, Defense, and Government Services team. Mr. Fujiyama joined Carlyle in 1997, and in 1999 he spent two years in Hong Kong and Seoul working with Carlyle’s Asia buyout fund, Carlyle Asia Partners. Mr. Fujiyama previously served as Chairman of Carlyle’s Diversity and Inclusion Committee. Prior to joining Carlyle, Mr. Fujiyama was an associate at Donaldson Lufkin and Jenrette Securities Corp., with a focus on high yield and merchant banking transactions. He currently serves as a member of the board of directors of Two Six Technologies, Inc., and ManTech International. He previously served on the board of directors of ARINC Incorporated, CPI, Dynamic Precision Group, KLDiscovery, Inc., Loc Performance, Novetta Solutions LLC and Booz Allen Hamilton. Mr. Fujiyama holds a Bachelor of Science in economics from the Wharton School at the University of Pennsylvania. We believe Mr. Fujiyama is qualified to serve on our board of directors because of his corporate finance expertise and knowledge of the aerospace industry as well as his experience on the board of directors of several Carlyle portfolio companies. Derek Kerr served as Vice Chair and Strategic Advisor of American Airlines Group Inc. (“AAG”) and President of American Eagle, a passenger airline, from December 2022 to September 2023. He retired from AAG and American Eagle in September 2023. From 2013 to December 2022, Mr. Kerr served as Executive Vice President and Chief 137 Financial Officer of AAG and its wholly-owned subsidiary, American Airlines, Inc., overseeing global corporate risk, corporate development and corporate financial functions, including treasury, accounting, financial planning, labor and fleet analysis, tax, strategic planning, investor relations and purchasing. Prior to that, he served as Senior Vice President and Chief Financial Officer of US Airways in 2009, with an added responsibility for information technology. He previously worked at America West Airlines starting in 1996 and served in a variety of finance and planning roles until being named Chief Financial Officer in 2002. Mr. Kerr currently serves on the Board of Directors of AECOM and Comerica Incorporated. Mr. Kerr earned a Bachelor of Science in aeronautical engineering and a Master of Business Administration in finance from the University of Michigan. We believe Mr. Kerr is qualified to serve on our board of directors because of his significant leadership experience and knowledge of the aerospace industry. Wendy M. Masiello is an independent consultant and President of Wendy Mas Consulting, LLC. She retired from the United States Air Force as a Lieutenant General in 2017 after over three decades of decorated military service. Prior to her retirement from the United States Air Force, Ms. Masiello served as Director of the Defense Contract Management Agency from 2014 to 2017 and Deputy Assistant Secretary (Contracting), Office of the Assistant Secretary of the Air Force for Acquisition, from 2011 to 2014. Ms. Masiello serves as Lead Independent Director for KBR, Inc. board of directors, where she is a member of the Compensation, and the Sustainability, Technology and Cybersecurity Committees. She also serves as a member of the board of directors for EURPAC Services, Inc., Tlingit Haida Tribal Business Corporation, MRI Global, ReBuilding Together and previously served as a member of the board of directors for the National Contract Management Association from 2018 to 2024, and Chair of that Board from 2022-2023. Ms. Masiello holds a Master of Science in national resource strategy from the Industrial College of the Armed Forces, a Master of Science in logistics management from the Air Force Institute of Technology and a Bachelor of Business Administration from Texas Tech University. We believe Ms. Masiello is qualified to serve on our board of directors because of her extensive knowledge of the aerospace, government contracting and procurement industries. Paul McElhinney is a Senior Operating Partner of AE Industrial Partners, where he leads the Portfolio Strategy and Optimization Group. Prior to joining AE Industrial in 2018, Mr. McElhinney served in various senior roles over a 30-year career with General Electric, including as President and Chief Executive Officer of GE Power Services and GE Aviation Services, as well as General Counsel and various Business Development roles at GE Aviation and GE Capital Aviation Services. Mr. McElhinney serves as Chair of the board of directors for Moeller Aerospace, AIM MRO and Columbia Helicopters. He holds a Law Degree from Trinity College, London. We believe Mr. McElhinney is qualified to serve on our board of directors because of his decades of experience and leadership in the aerospace industry. Andrea Fischer Newman served as Senior Vice President, Government Affairs, for Delta Air Lines until her retirement in 2017. Prior to her time at Delta Air Lines, Ms. Newman served in various senior government affairs roles at Northwest Airlines from 1995 until Delta Air Lines’ merger with Northwest in 2008. Across her 25 years in the airline industry, Ms. Newman has helped guide the airline industry’s public policy engagement, including the terrorist attacks of September 11, the passage of the FAA Modernization Act of 2012, and helped lead the U.S. industry’s efforts to level the playing field with foreign airline competitors through enforcement of Open Skies Agreements. She serves as a member of the board of directors of Spirit Airlines, LAUNCH Technical Workforce Solution, Sequitur Energy Resources and PrimeFlight Aviation Services and previously served as a member of the board of directors for Borden Dairy. In addition, Ms. Newman was elected to three terms as a Regent of the University of Michigan, serving from 1995 to 2019. She holds a Juris Doctor from The George Washington University and a Bachelor of Arts in history from the University of Michigan. We believe Ms. Newman is qualified to serve on our board of directors because of her decades of experience in the airline industry. Stefan Weingartner is an Operating Executive of The Carlyle Group, a private equity firm, where he focuses on the aerospace, defense and government sectors. Prior to joining Carlyle in 2015, Dr. Weingartner was President and Chief Executive Officer of MTU Maintenance and a member of the Executive Board of MTU Aero Engines AG. Prior to that role, Dr. Weingartner held various leadership roles with multiple aerospace companies, including MTU Aero Engines GmbH, EADS Japan Co. Ltd. (now Airbus Group), based in Tokyo from 1996 to 2001, and Daimler Chrysler Aerospace. He currently serves as a member of the strategic advisory board of Forgital Group and previously served as a member of the board of directors of Sequa Corporation from 2015 to 2022. Dr. Weingartner holds a Ph.D. in engineering from Technical University of Munich, a Master of Science in physics from the Technical University of Munich, an M.B.A. from Edinburgh Business School and a Bachelor of Science in physics from the Technical University of Munich. We believe Mr. Weingartner is qualified to serve on our board of directors because of his technical expertise in physics and engineering, as well as his decades of experience in the aerospace industry. 138 Code of Ethics We have a code of ethics applicable to all of our directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees that addresses legal and ethical issues that may be encountered in carrying out their duties and responsibilities, including the requirement to report any conduct they believe to be a violation of the code of ethics. Our code of ethics is available on our website at www.standardaero.com under Investor Relations. The information available on or through our website is not part of this Annual Report. If we ever were to amend or waive any provision of our code of ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations with respect to any such waiver or amendment by posting such information on our internet website set forth above rather than by filing a Current Report on Form 8-K. The remaining information required by Item 10 is incorporated herein by reference from our Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders (“2026 Proxy”) to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2025. Item 11. Executive Compensation. The information required by Item 11 is incorporated herein by reference from our 2026 Proxy to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2025. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required by Item 12 is incorporated herein by reference from our 2026 Proxy to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2025. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required by Item 13 is incorporated herein by reference from our 2026 Proxy to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2025. Item 14. Principal Accounting Fees and Services. The information required by Item 14 is incorporated herein by reference from our 2026 Proxy to be filed pursuant to Regulation 14A within 120 days after the close of the fiscal year ended December 31, 2025. 139 PART IV Item 15. Exhibits, Financial Statement Schedules. (a)(1) Financial Statements. Our consolidated financial statements are included in “Part II, Item 8. Financial Statements and Supplementary Data.” (a)(2) Financial Statement Schedules. All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto. (a)(3) Exhibits. The following is a list of exhibits filed as part of this Annual Report. 140 Exhibit Index Exhibit Number Description Form File No. Exhibit Filing Date 3.1 Amended and Restated Certificate of Incorporation of StandardAero, Inc. 8-K 001-42298 3.1 10/3/2024 3.2 Amended and Restated Bylaws of StandardAero, Inc. 8-K 001-42298 3.2 10/3/2024 4.1* Description of Securities 10.1 Credit Agreement, dated October 31, 2024, by and among Dynasty Acquisition Co., Inc. as the U.S. Borrower, Standard Aero Limited as the Canadian Borrower, Dynasty Intermediate Co., Inc., the lenders and L/C issuers party thereto, and UBS AG, Stamford Branch, as administrative agent, collateral agent and an L/C issuer 8-K 001-42298 10.1 11/1/2024 10.2 Stockholders Agreement, dated October 1, 2024 among StandardAero, Inc. and certain of its stockholders 8-K 001-42298 10.1 10/3/2024 10.3# StandardAero, Inc. 2024 Incentive Award Plan S-1 333-281992 10.15 9/12/2024 10.4# Form of Option Award Agreement under the StandardAero, Inc. 2024 Incentive Award Plan S-1 333-281992 10.16 9/12/2024 10.5# Form of Restricted Stock Unit Award Agreement under the StandardAero, Inc. 2024 Incentive Award Plan S-1 333-281992 10.17 9/12/2024 10.6# Form of Restricted Stock Award Agreement under the StandardAero, Inc. 2024 Incentive Award Plan S-1 333-281992 10.18 9/12/2024 10.7# StandardAero, Inc. Non-Employee Director Compensation Program S-1 333-281992 10.19 9/12/2024 10.8# Dynasty Parent Holdings, L.P. and StandardAero, Inc. 2019 Long-Term Incentive Plan S-1 333-281992 10.20 9/12/2024 10.9# StandardAero, Inc. 2024 Employee Stock Purchase Plan S-1 333-281992 10.21 9/12/2024 10.10# Amended and Restated Executive Employment Agreement, dated as of April 4, 2019, by and between Russell Ford and StandardAero Aviation Holdings, Inc., as amended by the Amendment to Amended and Restated Employment Agreement, dated as of November 2023, by and between Russell Ford and StandardAero Aviation Holdings, Inc. S-1 333-281992 10.22 9/12/2024 10.11# Offer Letter Agreement, dated November 23, 2022, by and between StandardAero and Daniel Satterfield S-1 333-281992 10.23 9/12/2024 10.12# Offer Letter Agreement, dated July 15, 2022, by and between StandardAero and Kimberly Ashmun S-1 333-281992 10.24 9/12/2024 10.13# Offer Letter Agreement, dated March 1, 2021, by and between StandardAero and Lewis Prebble S-1 333-281992 10.26 9/12/2024 10.14#* Separation Agreement and Waiver and General Release of all Claims, dated as of November 3, 2025, between Kimberly Ashmun and StandardAero Component Services, Inc. 10.15#* Offer Letter Agreement, dated April 23, 2024, by and between StandardAero and Kim Ernzen 10.16#* Offer Letter Agreement, dated February 28, 2018, by and between StandardAero and Marc Drobny 10.17#* Amended and Restated Executive Employment Agreement, dated October 31, 2017, by and between StandardAero and Anthony Brancato 10.18#* Amendment No. 1 to and Restated Executive Employment Agreement, dated October 1, 2020, by and between StandardAero and Anthony Brancato 10.19# Form of Director and Officer Indemnification Agreement S-1 333-281992 10.27 9/12/2024 141 10.20# Amended and Restated Consulting Services Agreement with Carlyle Investment Management L.L.C. 10-K 001-42298 10.16 3/12/2025 10.21# Amended and Restated Consulting Services Agreement with Beamer Investment Inc. 10-K 001-42298 10.17 3/12/2025 19.1 Insider Trading Compliance Policy 10-K 001-42298 19.1 3/12/2025 21.1* List of Subsidiaries 23.1* Consent of Independent Registered Public Accounting Firm 23.2* Consent of Independent Registered Public Accounting Firm 31.1* Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1 Policy for Recovery of Erroneously Awarded Compensation 10-K 001-42298 97.1 3/12/2025 101 Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. 101.SCH XBRL Taxonomy Extension Schema with embedded Linkbase document 104 Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set. * Filed herewith ** Furnished herewith # Indicates management contract or compensatory plan ^ Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. Item 16. Form 10-K Summary None. 142 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized . StandardAero, Inc. Date: February 25, 2026 By: /s/ Russell Ford Russell Ford Principal Executive Officer Date: February 25, 2026 By: /s/ Daniel Satterfield Daniel Satterfield Principal Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Name Title Date /s/ Russell Ford Chief Executive Officer and Director (Principal Executive Officer) February 25, 2026 Name /s/ Daniel Satterfield Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) February 25, 2026 Name /s/ Douglas Brandely Director February 25, 2026 Name /s/ Peter J. Clare Director February 25, 2026 Name /s/ Ian Fujiyama Director February 25, 2026 Name /s/ Derek Kerr Director February 25, 2026 Name /s/ Wendy M. Masiello Director February 25, 2026 Name /s/ Paul McElhinney Director February 25, 2026 Name /s/ Andrea Fischer Newman Director February 25, 2026 Name /s/ Stefan Weingartner Director February 25, 2026 Name 143