StandardAero Inc美股招股说明书(2025-05-19版)

StandardAero, Inc. Common Stock The selling stockholders named in this prospectus supplement are selling 30,000,000 shares of our common stock in this offering. Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “SARO.” On May16, 2025, the closing price of our commonstock as reported on the NYSE was $29.95 per share. After the consummation of this offering, we will no longer be a “controlled company” within the meaning of the corporate governance standards of theNYSE. Despite this, Carlyle will continue to have, among other things, the ability to designate a majority of our directors and to strongly influence the approvalor disapproval of substantially all transactions and other matters requiring approval by stockholders, including the election of directors. See “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock—Carlyle owns a significant amount of our voting power, and their interests in our businessmay be different than yours” and “Risk Factors—Risks Related to this Offering and Ownership of Our Common Stock—Following this offering, we will nolonger be a “controlled company” within the meaning of the NYSE rules. However, we may continue to rely on exemptions from certain corporate governancerequirements during aone-yeartransition period.” Investing in our common stock involves risk. See “Risk Factors” beginning on pageS-6of this prospectussupplement, and page 19 of the accompanying prospectus and the risk factors in the documents incorporatedby reference herein to read about factors you should consider before buying shares of our common stock. PerShareTotalPublic offering price$$Underwriting discount(1)$$Proceeds, before expenses, to selling stockholders$$ (1)See “Underwriting (Conflicts of Interest)” for a description of the compensation payable to the underwriters. This is a firm commitment underwritten offering. The underwriters may also exercise their option to purchase up to an additional 4,500,000 shares fromthe selling stockholders, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus to cover sales of additionalshares by the underwriters. We will not receive any proceeds from the sale of our common stock pursuant to any exercise of the underwriters’ option to purchaseadditional shares. The selling stockholders named in this prospectus are affiliates of The Carlyle Group Inc. and GIC Private Limited. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement and the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. Delivery of the shares of common stock will be made on or about, 2025. Joint Bookrunning Managers J.P. Morgan* Morgan Stanley* The information in this preliminary prospectus supplement is not complete and may be changed. The selling stockholders may not sell these securities until theRegistration Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus supplement is not an offer to sell thesesecurities, and the selling stockholders are not soliciting offers to buy the securities in any jurisdiction where the offer or sale is not permitted.* listed in alphabetical order Jefferies Carlyle Table of Contents TABLE OF CONTENTSProspectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTBASIS OF PRESENTATIONWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCEPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSCAUTIONARY NOTE REGARDINGFORWARD-LOOKINGSTATEMENTSUSE OF PROCEEDSSELLING STOCKHOLDERSSHARES ELIGIBLE FOR FUTURE SALEMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TONON-U.S.HOLDERSUNDERWRITING (CONFLICTS OF INTEREST)LEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSBASIS OF PRESENTATIONMARKET AND INDUSTRY DATA TRADEMARKS NON-GAAPFINANCIAL MEASURES WHERE YOU CAN FIND MORE INFORMATIONINCORPORATION BY REFERENCEPROSPECTUS SUMMARYRISK FACTORS CAUTIONARY NOTE REGARDINGFORWARD-LOOKINGSTATEMENTS DESCRIPTION OF CAPITAL STOCK MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TONON-U.S.HOLDERS PLAN OF DISTRIBUTION LEGAL MATTERS Table of Contents sales are permitted. The information contained in this prospectus supplement and the accompanying prospectus is accurate only as of the date of thisprospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, results ofoperations and future growth prospects may have changed since that date. For investors outside the United States: No action is being taken in any jurisdiction outside the United States to permit a public offering ofcommon stock or possession or distribution of this prospectus supplement and the accompanying prospectus in that jurisdiction. Persons who come intopossession of this prospectus supplement and the accompanying pros