StandardAero, Inc. (NYSE:SARO) experienced a 4.1% decline in after-hours trading following a filing by two of its principal shareholders announcing a public offering of 50 million shares.
The sellers in the proposed transaction are affiliates of The Carlyle Group Inc. and GIC. According to the filing, those selling stockholders will receive all proceeds from the sale; StandardAero itself will not receive any proceeds from the offering.
Under the terms disclosed, the selling parties expect to grant the underwriters a 30-day option to purchase up to an additional 7.5 million shares. Morgan Stanley & Co. LLC, J.P. Morgan, and RBC Capital Markets are named as joint lead book-running managers for the offering, while Carlyle is identified as a co-manager.
Concurrently with the public offering, StandardAero has agreed to a private repurchase of common stock from one of the selling shareholders. The company plans to repurchase $50 million of its common shares in this private transaction, and the repurchase price will be equal to the price paid by the underwriters in the public offering. Management indicated the repurchase will be carried out pursuant to StandardAero's existing stock repurchase program, which the company's board approved in December 2025.
The filing stresses that the offering is conditioned on market circumstances and that there is no assurance the offering will be completed or that the final terms will resemble those currently disclosed. The private repurchase is expressly contingent upon the closing of the public offering, although the public offering itself is not dependent on the private repurchase going forward.
Investors reacted to the announcement with a drop in the company's after-hours share price. Beyond that immediate market response, the filing contains no additional commitments, timelines, or guarantees regarding execution or pricing, and it leaves the ultimate outcome subject to market conditions and underwriting decisions.
Context and mechanics
The transaction, as described, separates the proceeds of the sale from corporate funding - proceeds flow to the selling holders rather than to StandardAero - while the company pursues a targeted, contingent repurchase of shares from one of those holders. The arrangement ties the repurchase directly to the success of the public offering because the private buyback will only occur if the offering closes.
No additional financial details, timelines, or guarantees are included in the disclosure beyond the underwriting arrangements, the potential 30-day option for extra shares, and the board-approved repurchase framework referenced above.