标准航空有限公司美股招股说明书(2026-01-27版)

StandardAero, Inc. Common Stock The selling stockholders identified in this prospectus supplement (the “selling stockholders”) are offering 50,000,000 shares ofour common stock. We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders. We have entered into a stock purchase agreement (the “Stock Purchase Agreement”) with a selling stockholder to repurchase$50million of our common stock in a private transaction at the price at which the shares are sold to the public less the underwritingdiscounts and commissions set forth on the cover page of this prospectus (the “Share Repurchase”). The closing of the ShareRepurchase is expected to be concurrent with the closing of this offering. The repurchased shares of common stock will no longer be Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the symbol “SARO.” OnJanuary26, 2026,the last reported sale price of our common stock on the NYSE was $32.72 per share. Investing in our common stock involves risks. See “Risk Factors” beginning on pageS-14of thisprospectus supplement and page7 of the accompanying prospectus, as well as the documentsincorporated by reference in this prospectus supplement and in the accompanying prospectus, before Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. (1)See “Underwriting (Conflicts of Interest)” for additional information regarding underwriting compensation. This is a firm commitment underwritten offering. The underwriters may also exercise their option to purchase up to anadditional 7,500,000 shares from the selling stockholders, at the public offering price, less the underwriting discount, for 30daysafter the date of this prospectus to cover sales of additional shares by the underwriters. We will not receive any proceeds from the sale The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplementand the accompanying prospectus are not an offer to sell these securities and we are not soliciting offers to buy these securities in anyjurisdiction where the offer or sale is not permitted.The underwriters expect to deliver the shares of common stock to purchasers on or about Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENTSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE PROSPECTUS ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Table of Contents We, the selling stockholders and the underwriters have not authorized anyone to provide any information or to make any representations otherthan those contained in this prospectus supplement or in any free writing prospectuses we have prepared or that have been prepared on our behalf or towhich we have referred you. We, the selling stockholders and the underwriters take no responsibility for, and can provide no assurance as to thereliability of, any other information that others may give you. The selling stockholders and the underwriters are offering to sell, and seeking offers to For investors outside the United States: We, the selling stockholders and the underwriters have not done anything that would permit this offeringor possession or distribution of this prospectus supplement and the accompanying prospectus in any jurisdiction where action for that purpose isrequired, other than in the United States. Persons outside of the United States who come into possession of this prospectus supplement and the Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT As used in this prospectus supplement and the accompanying prospectus: •the term “Carlyle” refers to those certain investment funds of The Carlyle Group Inc. and its affiliates;•the term “Carlyle Partners VII” refers to Carlyle Partners VII S1 Holdings II, L.P.;•the term “Exchange Act” refers to the U.S. Securities and Exchange Act of 1934, as amended;•the term “GIC” refers to GIC Private Limited;•the term “GIC Investor” refers to Hux Investment Pte. Ltd.; This prospectus supplement and the accompanying prospectus form part of a registration statement on FormS-3 that we filed with the SEC, usinga “shelf” registration process. This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of thisoffering of shares of common stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporatedby reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which gives moregeneral information, some of which may not apply to this offering of shares of common stock. Generally, when we refer