Form 4: Blackstone Affiliates Plan Significant Sale of Loar Holdings Shares Under 10b5-1 Plan

Multiple Blackstone-affiliated funds, including GSO Capital Opportunities Fund III LP, have filed a Form 4 indicating a pre-scheduled sale of nearly 3 million shares of Loar Holdings Inc. common stock at $82.61 per share, effective June 9, 2025.

Summary

• GSO Capital Opportunities Fund III LP and other Blackstone-affiliated entities, collectively identified as 10% owners and directors of Loar Holdings Inc. (LOAR), have reported a planned disposition of common stock.
• The transactions are scheduled to occur on June 9, 2025, and are being conducted pursuant to a Rule 10b5-1(c) pre-arranged trading plan.
• A total of 2,999,000 shares of Loar Holdings Inc. common stock are planned to be sold across five separate transactions.
• The sale price for all reported transactions is $82.61 per share.
• Following these planned transactions, the reporting persons will collectively beneficially own 7,683,405 shares of Loar Holdings Inc. common stock indirectly.
• Specifically, GSO Capital Opportunities Fund III LP plans to dispose of 2,656,060 shares, retaining 6,802,527 shares indirectly.
• Blackstone Private Credit Fund plans to dispose of 99,858 shares, retaining 255,750 shares indirectly.
• BCRED Twin Peaks LLC plans to dispose of 113,327 shares, retaining 290,246 shares indirectly.
• GSO Barre des Ecrins Master Fund SCSp plans to dispose of 49,134 shares, retaining 125,840 shares indirectly.
• GSO Orchid Fund LP plans to dispose of 81,621 shares, retaining 209,042 shares indirectly.
• The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative. While the sale is pre-planned under a 10b5-1 plan, mitigating immediate alarm, it still represents a significant divestment by a major shareholder group, which can be interpreted cautiously by the market.

Negatives

• The planned sale represents a significant reduction in the holdings of a major 10% owner and director group, which could be perceived by the market as a lack of long-term conviction, despite being pre-scheduled.
• A large volume of shares entering the market could exert downward pressure on the stock price, depending on market liquidity and demand at the time of the transaction.

Risks

• Market perception risk: Despite the sale being pre-planned under a 10b5-1 plan, the market may still react negatively to a large divestment by a significant shareholder, potentially leading to short-term stock price volatility.
• Liquidity risk: The sale of a large block of shares could impact the liquidity of Loar Holdings Inc.'s stock on the market.

Future Outlook

The document indicates a pre-scheduled future sale of shares by significant shareholders under a Rule 10b5-1 plan, suggesting a planned portfolio adjustment rather than a reaction to immediate company performance or market conditions. This implies a pre-determined strategy for divestment by these investment funds.

Industry Context

This Form 4 filing reflects a specific insider transaction rather than broader industry trends. However, large divestments by major institutional investors like Blackstone can sometimes influence market sentiment within the aerospace and defense or industrial sectors, where Loar Holdings operates, as investors may scrutinize the reasons behind such sales.

Related Party Transactions

• The reported transactions are sales of common stock by entities affiliated with Blackstone, which are identified as 10% owners and directors of Loar Holdings Inc., constituting related party transactions.

Stakeholder Impact

• Shareholders: May experience increased volatility or downward pressure on share price due to the large volume of shares being sold, although the 10b5-1 plan may temper negative reactions.
• Potential Investors: May view the significant divestment by a major institutional holder as a cautionary signal, influencing their investment decisions.

Next Steps

• Investors should monitor the actual execution of these planned sales on or after June 9, 2025.
• Future SEC filings (e.g., subsequent Form 4s or 13Fs) should be monitored for further changes in beneficial ownership by these or other significant shareholders.

Key Dates

Recommendation

Keywords

Loar Holdings Inc., LOAR, SEC Form 4, Insider Sale, Beneficial Ownership, Blackstone, GSO Capital, 10b5-1 Plan, Share Disposition, Institutional Investor