UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers. |
On November 3, 2025, Ms. Ashmun entered into the Transition Agreement, pursuant to which Ms. Ashmun will remain employed until December 31, 2025, unless her employment is terminated earlier by either the Company or her (the “Separation Date”), and Ms. Ashmun has agreed to provide transition services (“Transition Services”) as reasonably requested by the Company during a period extending from September 22, 2025 until the Separation Date. The Transition Agreement contains a release of claims in favor of the Company, and also provides for a cash severance payment of $222,500 (representing six months of Ms. Ashmun’s annualized base salary), payable in a lump sum shortly following the Separation Date, and a cash payment representing the annual bonus for 2025 which Ms. Ashmun would have received under the Company’s Annual Incentive Program (calculated based on actual performance and paid when amounts are paid to actively employed individuals in the ordinary course). Additionally, the Company agreed to amend the terms of an award of restricted shares previously granted to Ms. Ashmun (the “Subject Award”) so that 207,315 shares of the Company’s common stock underlying the Subject Award (the “Specified Portion”) will remain outstanding following Ms. Ashmun’s separation from service and will vest immediately prior to a “Liquidity Event” (as defined in the award agreement governing the Subject Award), disregarding any performance-based vesting conditions or continued employment requirement. Any other equity or equity-based awards (or portions thereof) granted to Ms. Ashmun, other than the Specified Portion, will be forfeited upon the Separation Date. The severance benefits described herein are subject to Ms. Ashmun’s continued provision of the Transition Services through December 31, 2025 and her continued compliance with any non-competition, non-solicitation and other restrictions that she is subject to and the release of claims becoming effective.
The foregoing description of the Transition Agreement is not complete and is qualified in its entirety by reference to the Transition Agreement, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| STANDARDAERO, INC. | ||||||
| Date: November 7, 2025 |
By: | /s/ Michael Kaplan | ||||
| Michael Kaplan | ||||||
| Chief Legal Officer | ||||||