Form 4: Carlyle Group Reduces Stake in StandardAero with $100 Million Stock Sale

The Carlyle Group Inc., a significant shareholder and director of StandardAero, Inc., has reported the sale of over 3.6 million shares of common stock for approximately $100 million.

Summary

• The Carlyle Group Inc. and its affiliated entities, identified as 10% owners and directors of StandardAero, Inc. (SARO), reported a sale of common stock.
• On May 29, 2025, 3,671,271 shares of StandardAero common stock were disposed of.
• The shares were sold at a price of $27.3 per share, totaling approximately $100,399,764.30.
• Following this transaction, the Carlyle Group entities beneficially own 152,673,891 shares of StandardAero common stock indirectly.
• The transaction was made pursuant to a Rule 10b5-1(c) pre-arranged trading plan.
• Carlyle Partners VII S1 Holdings II, L.P. is the record holder of the securities, with various Carlyle Group entities deemed to share beneficial ownership due to their complex organizational structure, disclaiming ownership except for pecuniary interest.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While a large insider sale can be seen negatively, the fact that it was executed under a Rule 10b5-1 plan suggests a pre-planned portfolio adjustment rather than a reactive decision based on new negative information. For a private equity firm, such sales are part of their normal course of business.

Positives

• The sale was conducted under a Rule 10b5-1(c) plan, indicating a pre-arranged, systematic disposition rather than a reactive sale, which can mitigate negative market interpretations.

Negatives

• A significant reduction in ownership by a major institutional investor and director, such as The Carlyle Group, could be perceived negatively by the market, potentially signaling a belief that the stock is fully valued or that the investor is rebalancing its portfolio away from this asset.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding StandardAero's future performance or outlook.

Industry Context

This Form 4 filing reflects a portfolio management decision by a major private equity firm, The Carlyle Group, to reduce its stake in StandardAero. Such sales are common for private equity investors as they seek to realize returns on their investments, often as part of a broader exit strategy or portfolio rebalancing.

Related Party Transactions

• The sale of common stock by The Carlyle Group Inc. and its affiliated entities, who are 10% owners and directors of StandardAero, Inc., constitutes a related party transaction.

Stakeholder Impact

• Shareholders of StandardAero, Inc. may observe a change in the ownership structure and potentially react to the reduction in stake by a major institutional investor, which could influence market perception and trading activity.

Key Dates

Recommendation

Keywords

StandardAero, SARO, Carlyle Group, Form 4, Insider Sale, Beneficial Ownership, Stock Transaction, Private Equity