StandardAero, Inc. Stock Compensation Disclosure

NOTE 19: STOCK BASED COMPENSATION

Corporate Restructuring and Restructuring Transactions

In connection with and prior to the completion of the IPO, the Company effected certain restructuring transactions. These restructuring transactions consisted of (i) the 103-for-one forward stock split of our common stock effected on September 20, 2024, (ii) the distribution to former holders of Class A-1 Units and Class A-2 Units of Dynasty Parent Holdings, L.P. an aggregate of 275,053,375 shares of our common stock (of which 8,157 were restricted shares at the time of distribution), and to holders of Class B Units of Dynasty Parent Holdings, L.P. an aggregate of 6,158,255 shares of our common stock (of which 6,028,394 were restricted shares at the time of distribution), and (iii) the liquidation and dissolution of Dynasty Parent Holdings, L.P. Immediately following the Restructuring Transactions, 281,211,630 shares of our common stock were issued and outstanding. Due to the 103-for-one forward stock split all share and per share amounts for all periods presented here have been adjusted retroactively, where applicable, to reflect this split. Additionally, see Note 4 Earnings (loss) per share.

2019 Long-Term Incentive Plan (“Prior Plan”)

During the period from April 4, 2019 through September 20, 2024, certain directors and consultants, and the employees, directors and consultants of the Company's affiliates, were granted Units in Dynasty Parent Holdings, L.P. (“the Partnership”). The Partnership had two classes of Partners: Class A Partners representing initial investors and Class B Partners representing certain members of management, employees and non-employee directors.

Under the Prior Plan employees, directors and consultants, and the employees, directors and consultants of our affiliates, were eligible to receive Class A-2 Units or Class B Units in the Partnership or options to purchase shares of common stock of the Company. Class B Units were granted under the Prior Plan with a benchmark amount intended

to allow the Class B Units to qualify as profits interests for U.S. federal income tax purposes. Since the completion of the IPO on October 2, 2024, no new awards have been or will be issued under the Prior Plan. Upon the IPO the Class A-2 and Class B units were converted into Restricted Stock Awards ("RSAs").

The RSAs and options generally vest 50% based on the holder’s continued employment (“Time-Based”) and 50% based on the achievement of specified performance-based measures (“Performance-Based”) and subject to continued employment. The related expense is being recognized over the estimated service period, which begins from the time of issuance to the estimated liquidity event.

Time-Based units and options vest immediately prior to the date of a liquidity event, subject to continued employment from the grant date through the date of the liquidity event. The Performance-Based units and options become eligible to vest subject to the achievement of certain performance measures. The eligible Performance-Based units and options vest immediately prior to the date of a liquidity event subject to continued employment from the grant date through the date of the liquidity event.

All of the Company's awards are considered equity classified awards. The RSAs and options did not vest until a liquidity event, as such the Company did not begin recognizing compensation expense until the liquidity event became probable upon the IPO on October 2, 2024.

The Company uses an option pricing model to estimate the fair value of the equity awards that vest upon the occurrence of a liquidity event, which includes the RSAs and options. The fair value was determined by considering the ownership percentage in the Partnership, the preference of the Class A units and a discount for lack of marketability. The following assumptions for the option pricing model were used in determining the fair value of the Class B units at the initial grant date of April 4, 2019:

The Company has historically been a private company and lacked company-specific historical and implied volatility information for its stock. Therefore, the Company estimated its expected stock price volatility based on the historical volatility of publicly traded peer companies over a look-back period similar to the expected term. The expected term of the Class B unit awards and stock option awards is the period of time for which the Class B unit awards and the stock option awards are expected to be outstanding until exercise and considers time until an anticipated liquidity event. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is based on the fact that the Company has never paid cash dividends and does not expect to pay any cash dividends in the foreseeable future. In addition, the Company considered Class B units to be junior securities, without the same rights as Class A units of the Partnership, as such the 30% discount was applied for lack of marketability associated with the expected holding period of Class B units.

The calculation of the fair value of awards also requires an estimate of the Company’s equity value. As the Company historically has been a privately held company with no trading history for its common stock to date, the estimated fair value of the Company’s common stock was determined by the Board of Directors, with input from management and valuations by third-party specialists. To determine the fair value, the Board of Directors considered most recently available third-party valuations of common stock and an assessment of additional objective and subjective factors that it believed were relevant and which may have changed from the date of the most recent valuation through the date of the grant. Additional factors include, among others, the nature and history of the Company’s business; the Company’s stage of development and commercialization; external market conditions; valuations of the Company’s industry peers; and the likelihood of achieving a liquidity event, or sale of the Company.

2024 Incentive Award Plan

Effective upon the IPO date of October 2, 2024, the Company adopted and our stockholders approved the 2024 Incentive Award Plan (the “2024 Plan”), under which the Company may grant cash and equity incentive awards to

eligible service providers in order to attract, motivate and retain the talent for which the Company competes. An aggregate of 19,662,698 shares of the Company's common stock were initially made available for issuance under the 2024 Plan. No more than 19,662,698 shares of common stock may be issued upon the exercise of incentive stock options ("ISOs"). Shares issued under the 2024 Plan may be authorized but unissued shares, shares purchased in the open market or treasury shares.

If an award under the 2024 Plan or Prior Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the 2024 Plan. Awards granted under the 2024 Plan upon the assumption of, or in substitution for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger or similar corporate transaction will not reduce the shares available for grant under the 2024 Plan.

The 2024 Plan provides for the grant of stock options, including ISOs, and nonqualified stock options (“NSOs”), stock appreciation rights (“SARs”), restricted stock, dividend equivalents, restricted stock units (“RSUs”) and other stock or cash-based awards. Certain awards under the 2024 Plan may constitute or provide for payment of nonqualified deferred compensation, under Section 409A of the Code. All awards under the 2024 Plan are subject to the terms set forth in award agreements, which detail the terms and conditions of awards, including any applicable vesting and payment terms and post-termination exercise limitations.

Stock options granted under the 2024 Plan generally vest in three equal annual installments, subject to the participant’s continued employment with the Company, and expire ten years from the date of grant. The Company uses a Black-Scholes pricing model to estimate the grant-date fair value of the stock options awarded. The Black-Scholes pricing model requires assumptions regarding the expected volatility of the Company’s shares of Common Stock, the risk-free interest rate, the expected term of the stock option award and the Company’s dividend yield.

Term. The Company began being publicly traded on October 2, 2024, and as such does not have sufficient historical data to estimate the expected term of the stock option awards. In the absence of sufficient historical data, where the options are considered “plain vanilla,” the SEC’s Staff Accounting Bulletin No. 110 (“SAB 110”) provides guidance for a simplified method of estimating the expected term until more empirical data becomes available. This method calculates the expected term as the average of the weighted vesting term and the contractual term of the options. As such, the Company utilized the SEC's simplified method to calculate the expected term for the options which resulted in a term of 6.0 years.

Expected Dividends. The Company does not pay dividends and is not expected to pay dividends in the near term. As such, the Company elected to use a dividend yield of 0%

Risk-Free Rate. The Company used the U.S. Treasury Securities yield corresponding to the expected term, of 4.07%.

Expected Volatility. The Company began being publicly traded on October 2, 2024, followed by additional secondary offerings in March 2025 and May 2025, thus the Company has limited trading data to calculate meaningful volatility. As such, the Company relied solely on peer group volatility, calculated at 40.0%.

Stock Options:

Restricted Stock Units (“RSUs”):

The RSUs granted in 2025 under the 2024 Plan generally vest in three equal annual installments, subject to the participant’s continued employment with the Company. The fair value of RSUs granted is estimated using the closing price of the Company’s stock on the grant date.

Restricted Stock Awards (“RSAs”):

5,840,568 RSAs were outstanding and included in the Company’s 334,294,245 shares of Common Stock outstanding at December 31, 2025.

Stock Based Compensation Expense:

The Company recorded $13.2 million and $17.4 million in stock compensation expense during the years ended December 31, 2025 and 2024, respectively. The Company will continue to recognize stock compensation expense ratably over the requisite remaining service period for the awards. As of December 31, 2025, there was $27.6 million of unrecognized compensation costs.

Stock Repurchase Program:

On December 9, 2025, the Board of Directors of the Company approved a stock repurchase program, effective immediately. The stock repurchase program authorizes the Company to repurchase up to $450.0 million of the Company’s common stock, par value $0.01, subject to market conditions, contractual restrictions and other factors.

Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases depending on market conditions and corporate needs. Open market repurchases will be structured to occur within the pricing and volume requirements of Rule 10b-18. The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of Common Stock and the program may be extended, modified, suspended or discontinued at any time at the Company’s discretion.

No stock repurchases were made during the year ended December 31, 2025. As of December 31, 2025, $450.0 million remained available for repurchase under the stock repurchase program. See Note 26, "Subsequent Events" for further details of the Company's share repurchases made in 2026.