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Nature of Operations

AEVEX Corp. (the “Company”) was formed as a Delaware corporation on October 27, 2025. The Company was formed for the purpose of completing a public offering and related transactions in order to carry on the business of Athena Technology Solutions Holdings, LLC (“Holdings LLC”) and its subsidiaries. As the manager of Holdings LLC, the Company operates and controls all of the business and affairs of Holdings LLC and, through Holdings LLC, continues to conduct the business historically conducted by its subsidiaries. Holdings LLC was formed as a Delaware limited liability company on February 13, 2020. The Company is a leading provider of full-spectrum airborne intelligence solutions for the global intelligence community.

Organizational Transactions and IPO

In connection with the consummation of the Company’s IPO on April 20, 2026, the Company and Holdings LLC undertook certain Organizational Transactions, including:

•The Company and Holdings LLC amended and restated the LLC Operating Agreement to, among other things, (i) modify the capital structure of Holdings LLC by replacing the historical membership interests (i.e., Class A units) with a new class of common membership interests consisting of Series A units and Series B units (referred to collectively as “LLC Units”) and (ii) appoint the Company as the sole managing member of Holdings LLC. The Series A units and Series B units each represent a substantially identical interest in Holdings LLC, except that Series A units are only held by AEVEX Corp. and Series B units are held by ATS Investment Holdings, who also holds a corresponding number of shares of Class B common stock. Each LLC Unit entitles the holder to a pro rata share of the net profits and net losses and distributions of Holdings LLC. Holders of LLC Units have no voting rights, except as expressly provided in the LLC Operating Agreement. Series B units are not entitled to any voting rights, as the holders of such units are entitled to exercise voting rights through their corresponding shares of Class B common stock.

•The Company’s Principal Stockholder and certain other holders of indirect interests in Holdings LLC engaged in a series of transactions, which included one or more contributions, mergers or otherwise, including the merger of the Blocker Entity, that resulted in certain LLC Unitholders contributing their direct or indirect membership interests in Holdings LLC to the Company in exchange for 25,135,300 shares of Class A common stock.

•The Company amended and restated its certificate of incorporation to, among other things, provide (i) for Class A common stock, with each share of Class A common stock entitling its holder to one vote per share on all matters presented to the shareholders generally and (ii) for Class B common stock, with each share of Class B common stock entitling its holder to one vote per share on all matters presented to the shareholders generally. Shares of Class A common stock and Class B common stock vote as a single class. The shares of Class B common stock do not have any right to receive dividends or distributions upon the liquidation or winding up of AEVEX Corp.

•The Company issued 63,297,524 shares of Class B common stock to ATS Investment Holdings, on a one-to-one basis with the number of Series B units it owns, for $1.0 million.

•The Company entered into the Exchange Agreement pursuant to which ATS Investment Holdings (or certain permitted transferees thereof) is entitled to exchange its Series B units, together with an equal number of shares of Class B common stock, for shares of the Company’s Class A common stock on a one-for-one basis or, at the Company’s election, for cash, from a substantially concurrent public offering or private sale (based on the price of the Company’s Class A common stock in such public offering or private sale).

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•The Company entered into the Tax Receivable Agreement (“TRA”) with the TRA Rights Holders that requires the payment by the Company to such persons collectively of 85% of certain tax savings, if any, in U.S. federal, state and local income taxes the Company actually realizes (or, under certain circumstances are deemed to realize) as a result of (i) certain increases in the tax basis of assets of Holdings LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain other tax attributes of Holdings LLC and its subsidiaries and the Blocker Entity that existed prior to the IPO, including existing tax basis and the Company’s allocable share of existing tax basis acquired in connection with the IPO and increases to such allocable share of existing tax basis and (iii) certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments that the Company is required to make under the TRA.

•The 115,342 of Holdings LLC’s Series A preferred units outstanding prior to the Organizational Transactions were, in accordance with their terms, converted into 7,208,876 shares of the Company’s Class A common stock at a conversion price based on 80% of the IPO price.

•The Company issued 18,400,000 shares of its Class A common stock, which included the exercise in full by the underwriters of their option to purchase an additional 2,400,000 shares of Class A common stock, in exchange for net proceeds of approximately $345.9 million, at the IPO price of $20.00 per share, less $22.1 million of underwriting discounts and commissions.

•The Company used such net proceeds of approximately $345.9 million to acquire 18,400,000 newly-issued Series A units in Holdings LLC.

•On April 20, 2026, subsidiaries of Holdings LLC refinanced the Prior Credit Facilities and entered into the New Credit Facilities. Holdings LLC used the $100.0 million proceeds from the New Term Loan Facility and the proceeds it received from the Company for the purchase of the newly issued Series A units (i) to repay approximately $258.5 million of outstanding borrowings under the Prior Credit Facilities, (ii) to pay $3.3 million of expenses incurred in connection with the refinancing, (iii) to pay $8.3 million of expenses incurred in connection with the IPO and Organizational Transactions and (iv) for general corporate purposes.

Following the IPO, the Company has a minority economic interest in Holdings LLC but controls the management of Holdings LLC as its sole managing member. As a result, the Company consolidates Holdings LLC and has recorded significant redeemable noncontrolling interests in a consolidated entity in its consolidated financial statements for the economic interest in Holdings LLC held by ATS Investment Holdings.

Secondary Offering

On June 5, 2026, the Company completed the Secondary Offering of 8,000,000 shares of its Class A common stock, of which 5,726,157 shares were offered by the Company and 2,273,843 shares were offered by the selling securityholders, in each case at a price to the public of $27.00 per share. The Company used the net proceeds from the Secondary Offering to purchase 5,726,157 Series B units, together with an equivalent number of shares of Class B common stock from certain direct and indirect members of ATS Investment Holdings, including entities controlled by the Principal Stockholder. The Company did not receive proceeds from the sale of the shares of Class A common stock offered by the selling securityholders. The Secondary Offering did not increase the Company’s total shares outstanding and did not lead to shareholder dilution.

Basis of Presentation

The accompanying condensed consolidated financial statements present the financial position, results of operations, and cash flows of AEVEX Corp. and its subsidiaries, including a variable interest entity (“VIE”) for which the Company is the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and notes to the financial statements required by U.S. GAAP for complete financial statements. The functional currency of the Company and its subsidiaries is the U.S. dollar.

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These condensed consolidated financial statements should be read in conjunction with Holdings LLC’s audited consolidated financial statements and notes thereto, as of and for the years ended December 31, 2025 and 2024, and the Company’s audited balance sheet and notes thereto as of December 31, 2025 included in the prospectus dated April 16, 2026, as filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position, results of operations, and cash flows for the periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. The condensed consolidated balance sheet as of December 31, 2025 was derived from Holdings LLC’s audited annual consolidated financial statements but does not contain all of the accompanying disclosures from the annual financial statements.

Included below are selected significant accounting policies, including those that were added or modified during the three and six months ended June 30, 2026 as a result of new transactions entered into or the adoption of new accounting policies. Refer to Note 2, Summary of Significant Accounting Policies, to Holdings LLC’s audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024 for the remainder of the Company’s significant accounting policies.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of consolidated assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of consolidated revenues and expenses during the reporting period. Some of these judgments can be subjective and complex, and, consequently, actual results could materially differ from those estimates. On an on-going basis, management evaluates its significant estimates, including those related to slow-moving or obsolete inventory, estimated useful lives of long-lived assets, the valuation of acquired intangible assets, goodwill impairment testing, the recognition of revenue over time for certain customer contracts, income taxes, the TRA liability, the number of performance-based restricted stock units that will vest, the valuation of the Series A preferred units embedded derivative liability, and the valuation of the Company’s contingent consideration liability.

Stock Compensation

Subsequent to the Organizational Transactions and IPO, the Company granted Class A common stock restricted stock units ("RSUs") and performance-based restricted stock units (“PSUs”) to certain employees and non-employee directors. The Company accounts for stock compensation in accordance with Accounting Standards Codification (“ASC”) 718, Compensation — Stock Compensation (“ASC 718”). Share-based awards are measured at their grant-date fair value. For the RSUs and PSUs, fair value is determined based on the closing stock price of the Company’s Class A common stock on the grant date. The grant date is the date upon which the Company and a grantee have a mutual understanding of all key terms and conditions of an award, including all annual performance conditions determined by the Board of Directors. Stock compensation expense recognition starts on the grant date and occurs on a straight-line basis for awards with service-only vesting conditions (e.g., RSUs) over the vesting period, whereas awards with performance conditions (e.g., PSUs) expense recognition occurs using the accelerated attribution method over the implicit or explicit service period when a performance condition is deemed probable of achievement. Expense recorded for performance-based awards is reversed if the performance conditions are no longer deemed probable of achievement or ultimately are not achieved. The Company accounts for forfeitures as they occur and any compensation expense previously recognized on unvested RSUs or PSUs is reversed upon forfeiture.

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Income Taxes

Following the completion of the Organizational Transactions, the Company became subject to U.S. federal, state, and local income taxes on its share of taxable income earned through its interest in Holdings LLC assessed at the applicable corporate income tax rates. In addition, certain of the operating subsidiaries of the Company and Holdings LLC are taxed as C corporations for which a provision for income taxes has also been recorded. The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). The Company recognizes for AEVEX Corp. and the C-corporation operating subsidiaries deferred tax assets and liabilities for the expected future tax consequences of events that have been included in their tax returns or the consolidated financial statements. Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amount and the tax basis of assets and liabilities, along with net operating loss carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided if, based upon the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized.

The Company evaluates its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that, as of June 30, 2026 and December 31, 2025, there were no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the consolidated financial statements. Management is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, which include federal and certain state jurisdictions.

Tax Receivable Agreement

In connection with the Organizational Transactions, AEVEX Corp. entered into the TRA with the TRA Rights Holders, including the Principal Stockholder. The TRA provides for the payment by AEVEX Corp. to such pre-IPO owners of 85% of certain tax benefits, if any, that the Company actually realizes, as a result of (i) certain increases in the tax basis of the assets of Holdings LLC and its subsidiaries resulting from purchases or exchanges of LLC Units, (ii) certain other tax attributes of Holdings LLC and its subsidiaries and the Blocker Entity that existed prior to the IPO, including existing tax basis and the Company’s allocable share of existing tax basis acquired in connection with the IPO and increases to such allocable share of existing tax basis, and (iii) certain other tax benefits related to entering into the TRA, including tax benefits attributable to payments that the Company makes under the TRA.

The Company accounts for the initial recognition of the estimated income tax effects resulting from the purchase or exchange of LLC Units via an increase in deferred income tax assets (net of any required valuation allowance), based on enacted tax rates at the date of the purchase or exchange, along with the corresponding increase in the estimated TRA liability, as a change in stockholders’ equity. Subsequently, the Company accounts for changes in the estimated amounts payable under the TRA in accordance with ASC Topic 450, Contingencies (“ASC 450”). As such, subsequent changes in the measurement of the estimated TRA liability between reporting periods are recognized as an adjustment to income tax expense in the consolidated statements of operations.

Deferred Offering Costs

Deferred offering costs, which consist of direct incremental legal, consulting, accounting, and other fees relating to the IPO, were capitalized prior to the consummation of the IPO and included in prepaid expenses and other current assets on the consolidated balance sheets. Upon the completion of the IPO, during the three months ended June 30, 2026, the Company reclassified $13.8 million of total offering costs into additional paid-in capital as a reduction of the proceeds received from the IPO. There were $3.8 million of deferred offering costs included in prepaid expenses and other current assets in the condensed consolidated balance sheet as of December 31, 2025. Of the costs included in the condensed consolidated balance sheet as of December 31, 2025, $1.1 million and $2.7 million were paid and unpaid, respectively.

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Redeemable Noncontrolling Interests

The Company consolidates Holdings LLC and has recorded redeemable noncontrolling interests in a consolidated entity in its consolidated financial statements for the economic interest in Holdings LLC held by ATS Investment Holdings. The Series B units owned by ATS Investment Holdings are considered redeemable noncontrolling interests and are presented in mezzanine equity in the condensed consolidated balance sheet as of June 30, 2026 in accordance with ASC paragraph 480-10-S99-3A (Distinguishing Liabilities from Equity Topic) because they are redeemable upon the occurrence of an event that is not solely within the Company’s control. Since the holder of the redeemable noncontrolling interests and its affiliates control the Company’s Board of Directors, and since its exchange rights may be settled in cash at the Company’s election, the cash redemption is effectively in the control of the holders of the redeemable noncontrolling interests.

The carrying amount of the redeemable noncontrolling interests is equal to the greater of (1) the carrying value of the redeemable noncontrolling interests adjusted each reporting period for income or loss attributable to the redeemable noncontrolling interests or (2) the redemption value. The redemption value is calculated based on the closing price of Class A common stock at the end of each reporting period. Remeasurements to the redemption value of the redeemable noncontrolling interests are recognized as a deemed dividend each reporting period, which initially reduces retained earnings up to its full amount, as needed, then as a reduction to additional paid-in capital, to the extent any, and for any remainder as a further reduction to retained earnings within the consolidated balance sheets. The portion of the net income or loss attributable to redeemable noncontrolling interests is reported as net income or loss attributable to redeemable noncontrolling interests on the consolidated statements of operations.

Earnings Per Share

Basic earnings (loss) per share of Class A common stock is computed by dividing net earnings (loss) attributable to AEVEX Corp. by the weighted average number of Class A common shares outstanding during the period. The weighted average number of shares underlying the basic earnings (loss) per share calculation reflects only the shares of Class A common stock outstanding after the Organizational Transactions, as they are the only outstanding shares which participate in distributions or dividends by AEVEX Corp. Shares of Class B common stock are not participating securities and therefore are not included in the calculation of basic earnings (loss) per share. Diluted earnings (loss) per share is computed by dividing net earnings (loss) attributable to AEVEX Corp. by the weighted-average shares outstanding during the period after adjusting for the impact of securities that would have a dilutive effect on earnings (loss) per share.

Earnings (loss) per share is presented for the period from after the Organizational Transactions, April 17, 2026, to June 30, 2026. Prior to the Organizational Transactions, Holdings LLC’s ownership structure was comprised of Class A units. The Organizational Transactions were akin to the repurchase of equity interests through the issuance of new equity interests, and AEVEX Corp.’s current capital structure is not reflective of the capital structure of Holdings LLC prior to the Organizational Transactions. Further, all earnings and losses prior to the Organizational Transactions were entirely allocable to the redeemable noncontrolling interests. Therefore, earnings (loss) per share has not been presented for the periods prior to the Organizational Transactions.

Fair Value Measurements

ASC 820, Fair Value Measurements, requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Level 1: Quoted prices in active markets for identical assets or liabilities which are easily traded;

Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3: Unobservable inputs that are supported by little or no active market quotes and that are significant to the fair value of the assets or liabilities.

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The fair value measurement of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company’s consolidated financial instruments include cash, accounts receivable, accounts payable, and certain accrued expenses and other current liabilities. The fair value of accounts receivable, accounts payable, and accrued expenses and other current liabilities approximate their carrying value because of their short-term nature. The estimated fair value of the Term Loans (discussed in Note 5, Debt) is classified in Level 2 of the fair value hierarchy and approximates their carrying value as interest incurred is variable based on market rates.

During the three months ended March 31, 2026 and the year ended December 31, 2025, the Company issued 15,342 and 100,000 Series A preferred units, respectively, with conversion features that represented an embedded derivative that was accounted for separately from the Series A preferred units and remeasured at fair value at each reporting date, with the changes in fair value recorded through earnings. In connection with the Organizational Transactions and IPO, the 115,342 of Series A preferred units outstanding were, in accordance with their terms, converted into 7,208,876 shares of the Company’s Class A common stock at a conversion price based on 80% of the IPO price. The derivative liability was recorded at its estimated fair value at issuance, as of March 31, 2026 and December 31, 2025, and immediately prior to conversion and derecognition during the three months ended June 30, 2026 using a third-party valuation specialist and a probability-weighted expected return method (“PWERM”) using the “With and Without” approach (a form of an income approach). Under this approach management considered the various conversion scenarios that constitute the embedded derivative. The estimated fair value of the derivative liability was measured using Level 3 inputs which resulted in the liability being considered a Level 3 financial instrument. The significant unobservable inputs included: the estimated future cash flows of the Company, estimated WACC, estimated scenario probability and timing, and expected stock price volatility.

During the three and six months ended June 30, 2026, the derivative liability was adjusted as follows (in thousands):

			Derivative Liability
Balance at December 31, 2025			$	19,999
Issuance of Series A preferred units			3,142
Change in fair value of derivative liability			2,400
Balance at March 31, 2026			25,541
Change in fair value of derivative liability			3,295
Derecognition			(28,836)
Balance at June 30, 2026			$	—

Concentrations

Significant customers are those which represent more than 10 percent of the Company’s total revenue or gross accounts receivable balance. Revenue from the U.S. Government and agencies of the U.S. Government, when they are direct customers of the Company, represented 83% and 74% of total revenue for the three months ended June 30, 2026 and 2025, respectively, and 86% and 72% of total revenue for the six months ended June 30, 2026 and 2025, respectively. Revenue from the U.S. Government and agencies of the U.S. Government is included in the Company’s Tactical Systems segment and the Global Solutions segment. Accounts receivable from customer A represented 67% of consolidated accounts receivable as of June 30, 2026 and December 31, 2025.

JOBS Act Accounting Election

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups (“JOBS”) Act of 2012. The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. The Company has elected to use the extended transition period under the JOBS Act for the adoption of certain accounting standards until the earlier of the date the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the consolidated financial statements of the Company may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

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New Accounting Pronouncements - Adopted

In July 2025, the FASB issued Accounting Standards Update (“ASU”) No. 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides a practical expedient to measure credit losses on current accounts receivable and current contract assets under Accounting Standards Codification 606, Revenue from Contracts with Customers. The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. For public business entities, ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Effective January 1, 2026, the Company adopted ASU 2025-05 regarding the practical expedient for expected credit loss and the adoption did not have a material impact on the Company’s condensed consolidated financial statements.

New Accounting Pronouncements - Not Yet Adopted

In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Disaggregation of Income Statement Expenses, which requires additional disclosures of certain amounts included in the expense captions presented on the consolidated statement of operations as well as disclosures about selling expenses. The ASU is effective on a prospective basis, with the option for retrospective application, for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, and early adoption is permitted. The Company is currently evaluating the impacts of adopting this guidance on its consolidated financial statement disclosures.

In September 2025, the FASB issued ASU 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). ASU 2025-06 simplifies capitalization guidance by removing all references to software development project stages so that the guidance is neutral to different software development methods. The amendment requires entities to start capitalizing software costs when both of the following occur: 1) management has authorized and committed to funding the software project and 2) it is probable that the project will be completed and the software will be used to perform the function intended. This guidance is effective for all entities for fiscal years beginning after December 15, 2027, and for interim periods within those fiscal years. Companies are permitted to apply the amendments using a prospective, retrospective, or modified transition approach. Early adoption is permitted. The Company is currently evaluating this guidance and the impact on its consolidated financial statements and related disclosures.

On a quarterly basis, the Company conducts its contract cost Estimate at Completion (“EAC”) process by reviewing the progress and execution of outstanding performance obligations within its contracts. As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress towards completion and the related program schedule, identified risks and opportunities, and the related changes in estimates of revenues and costs.

The table below summarizes the favorable (unfavorable) impact of changes in the estimated progress towards completion across programs for the three and six months ended June 30, 2026 and 2025 (in thousands, except per share amounts):

			Three Months Ended June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
Revenue			$	(4,488)					$	385					$	(2,115)					$	231
Net loss attributable to AEVEX Corp.(1)			(1,297)						—						(1,297)						—
Basic net loss per Class A share(1)			(0.02)						—						(0.02)						—
Diluted net loss per Class A share(1)			(0.02)						—						(0.02)						—

(1) Represents net loss per share of Class A common stock and weighted average shares of Class A common stock outstanding for the period following the Organizational Transactions. Earnings (loss) per share is presented for the period from after the Organizational Transactions, April 17, 2026, to June 30, 2026. All earnings and losses prior to the Organizational Transactions were entirely allocable to the redeemable noncontrolling interests. Refer to Note 13, Earnings per Share, for additional details.

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When estimates of total costs to be incurred on a contract exceed total estimates of the transaction price, a provision for the entire loss is determined at the contract level and is recorded in the period in which the loss is evident, which the Company refers to as a loss contract reserve. As of June 30, 2026 and December 31, 2025, the loss contract reserve balance was approximately $0 and $0.1 million, respectively, which are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

Accounts Receivable

During the three and six months ended June 30, 2026 and 2025, the Company did not recognize any credit loss expense, and no receivables were written off.

Accounts receivable consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):

			June 30, 2026						December 31, 2025
Billed accounts receivable			$	30,057					$	17,911
Unbilled accounts receivable			38,993						37,304
Less: allowance for credit losses			—						—
Total accounts receivable, net			$	69,050					$	55,215

Contract Assets and Liabilities

Changes in contract assets and contract liabilities were primarily due to the timing of payments from customers and the Company satisfying performance obligations during the normal course of business. Revenue recognized during the three and six months ended June 30, 2026 that was included in deferred revenue as of December 31, 2025 was $1.2 million and $3.5 million, respectively. Revenue recognized during the three and six months ended June 30, 2025 that was included in deferred revenue as of December 31, 2024 was $0.7 million and $1.8 million, respectively.

Disaggregation of Revenue

The following table presents the disaggregation of revenue from contracts with customers by customer location for the three and six months ended June 30, 2026 and 2025 (in thousands):

			Three Months Ended June 30,												Six Months Ended June 30,
			2026						2025						2026						2025
United States			$	198,577					$	96,456					$	413,883					$	148,935
Other foreign countries			3,214						4,678						4,601						5,457
Total revenue			$	201,791					$	101,134					$	418,484					$	154,392

Please refer to the condensed consolidated statements of operations for the disaggregation of revenue by products versus services and to Note 14, Segment Information, for disaggregation of revenue by reportable segment.

Performance Obligations

As of June 30, 2026, the Company had $259.8 million of remaining performance obligations. The Company expects to recognize approximately 95.1% of the remaining performance obligations as revenue during the next 12 months and 4.9% thereafter.

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Inventories consisted of the following as of June 30, 2026 and December 31, 2025 (in thousands):

			June 30, 2026						December 31, 2025
Parts and raw materials			$	3,428					$	2,224
Work in progress			9,240						1,910
Total inventories			$	12,668					$	4,134

The Company had the following debt outstanding as of June 30, 2026 and December 31, 2025 (in thousands):

			June 30, 2026						December 31, 2025
Term Loans			$	100,000					$	259,135
Revolving Credit Facility			—						—
Less: unamortized debt issuance costs			(893)						(635)
Total debt			99,107						258,500
Less: current portion of long-term debt			(2,500)						(2,720)
Total long-term debt, net of current portion			$	96,607					$	255,780

New Credit Facilities

On April 20, 2026, subsidiaries of the Company refinanced the Prior Credit Facilities and entered into the New Credit Facilities with the lenders and Bank of America, N.A., as the administrative agent, collateral agent, an issuing bank and a swing line lender. The New Credit Agreement provides for facilities in an aggregate principal amount of $375.0 million, consisting of (i) a senior secured Term Loan Facility with an aggregate principal amount of $100.0 million, (ii) a senior secured Delayed Draw Term Loan Facility with an aggregate principal amount of $75.0 million and (iii) a senior secured Revolving Credit Facility with an aggregate principal amount of $200.0 million, which includes a sublimit for the issuance of letters of credit in an amount up to $40.0 million and a sublimit for swing line loans in an amount up to $30.0 million. As of the closing of the Company’s IPO and as of June 30, 2026, the aggregate principal amount borrowed under the New Credit Facilities was $100.0 million from the Term Loan Facility. The New Revolving Credit Facility was undrawn at the closing of the IPO and as of June 30, 2026, and the Delayed Draw Term Loan Facility was not borrowed at the closing of the IPO and as of June 30, 2026.

The New Credit Agreement is guaranteed by certain of the Borrower’s wholly-owned domestic subsidiaries and secured by substantially all of the Borrower’s assets and the assets of certain of the Borrower’s subsidiaries, in each case, subject to customary exceptions.

The New Credit Agreement contains certain affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens on assets, fundamental changes and asset sales, investments, negative pledges, repurchase of stock, dividends and other distributions, and transactions with affiliates. In addition, the New Credit Agreement contains financial covenants that require the Loan Parties (as defined in the New Credit Agreement) to comply with the following financial covenants (subject to certain equity cure rights):

•Commencing with the fiscal quarter ending September 30, 2026, maintain a maximum total net leverage ratio not to exceed 3.50 to 1.00 (provided that (a) after June 30, 2029, the total net leverage ratio shall not exceed 3.00 to 1.00 for any test period and (b) the maximum total net leverage ratio shall temporarily increase by 0.50 during the four fiscal quarters following the consummation of a material acquisition), in each case, tested as of the last day of each fiscal quarter; and

•Commencing with the fiscal quarter ending September 30, 2026, maintain a minimum interest coverage ratio for any period, of not less than 3.00 to 1.00, tested as of the last day of each fiscal quarter.

As of June 30, 2026, the Company was in compliance with the covenants in the New Credit Agreement.

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The New Credit Facilities mature on April 20, 2031. Borrowings under the New Credit Agreement are available, at the Borrower’s option, as term SOFR loans or base rate loans. Term SOFR loans under the New Credit Agreement accrue interest at a SOFR rate plus an applicable rate of 2.25% to 3.00% (depending on the secured net leverage ratio of the Borrower and its restricted subsidiaries). Base rate loans under the New Credit Agreement accrue interest at a base rate plus an applicable rate of 1.25% to 2.00% (depending on the secured net leverage ratio of the Borrower and its restricted subsidiaries). The Revolving Credit Facility also has a variable commitment fee, which is tied to the secured net leverage ratio of the Borrower and its restricted subsidiaries, which ranges from 0.25% to 0.50% per annum. Unused commitments made under the Delayed Draw Term Loan Facility have a commitment fee that accrues (i) from April 20, 2026, until October 17, 2026, at a rate of 0.00% per annum and (ii) thereafter, at a rate of 0.50% per annum. The commitment period under the Delayed Draw Term Loan Facility ends on the earlier of (i) April 20, 2028 and (ii) the commitments under the Delayed Draw Term Loan Facility being fully drawn or otherwise terminated under the New Credit Agreement. As of June 30, 2026, the interest rate was 6.37% for the term SOFR loans.

The New Revolving Credit Facility does not amortize. As of June 30, 2026, $200.0 million was available to be borrowed under the New Revolving Credit Facility and the unused letters of credit are $40.0 million. The New Term Loan Facility and the New Delayed Draw Term Loan Facility (to the extent funded) will amortize in equal quarterly installments, commencing with the last day of September 30, 2026, in aggregate annual amounts according to the following amortization schedule:

Payment Dates			Annual Amortization Amount (percent of principal)
Year 1			2.5		%
Year 2			2.5		%
Year 3			7.5		%
Year 4			7.5		%
Year 5			10.0		%

Future principal maturities of debt are due as follows (in thousands):

Remainder of year ending December 31, 2026			$	1,250
Year ending December 31, 2027			2,500
Year ending December 31, 2028			5,000
Year ending December 31, 2029			7,500
Year ending December 31, 2030			8,750
Thereafter			75,000
Total debt maturities			$	100,000

The entry into the New Credit Agreement and the termination of the Prior Credit Facilities was accounted for as an extinguishment and the recognition of a $0.9 million loss on extinguishment of debt during the three and six months ended June 30, 2026 that is included in interest expense in the condensed consolidated statements of operations.

Prior Credit Facilities

On March 18, 2020 the Company entered into a Credit Agreement (as amended by Amendment No. 1 to Credit Agreement, dated as of October 28, 2020, Amendment No. 2 to Credit Agreement, dated as of May 7, 2021, Amendment No. 3 to Credit Agreement, dated as of May 15, 2023, Amendment No. 4 to Credit Agreement, dated as of April 30, 2024 and Amendment No. 5 to Credit Agreement, dated as of September 15, 2025, the “Credit Agreement”) with a syndicate of lenders, Ankura Trust Company, LLC, as administrative agent and PNC Bank, National Association as revolving agent and collateral agent.

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The Credit Agreement provided for a senior secured term loan facility (the “Term Loan”) in an original aggregate principal amount of $325.0 million. The Credit Agreement also provided for a super priority senior secured revolving credit facility in an aggregate principal amount of $25.0 million (the “Revolving Credit Facility” and, together with the Term Loan, the “Credit Facilities”). The Revolving Credit Facility included a $5.0 million sublimit for the issuance of letters of credit. The borrowings were guaranteed and secured by substantially all assets of the Company and its subsidiaries.

The Term Loans bore interest at a rate equal to (i) 5.00% plus the base rate equal to the highest of (w) the prime rate, (x) the Federal funds open rate plus 0.50% per annum and (y) a daily Term SOFR rate based on an interest period of one month plus 1.00% per annum or (ii) Term SOFR plus 6.00% per annum subject to a 1.00% Term SOFR floor. The Revolving Credit Facility bore interest at a rate that corresponds to the most recent first lien net leverage ratio calculation. As of December 31, 2025, the interest rate was 9.92% for the Term Loans and 9.75% for the Revolving Credit Facility.

In addition to paying interest on loans outstanding under the Term Loan and the Revolving Credit Facility, the Company was required to pay a commitment fee of 0.50% per annum of unused commitments under the Revolving Credit Facility. The Company was also required to pay customary fronting, issuance, and administrative fees for the issuance of letters of credit. Term Loan principal payments of $0.7 million (0.25% of the aggregate amount borrowed) were due on the last business day of each quarter.

The Company was required to comply with a maximum consolidated first lien net leverage ratio. On September 15, 2025, the Company amended the Credit Agreement to (a) extend the maturity date of the Term Loans and the Revolving Credit Facility from March 18, 2026, to March 18, 2028 and (b) modify the financial covenant to a consolidated first lien net leverage ratio of 9.00x tested quarterly, starting with the quarter ended September 30, 2025. As of December 31, 2025, the Company was in compliance with the covenants in the Credit Agreement.

Loan Authorization Agreement

On October 9, 2025, a wholly owned subsidiary of the Company entered into a Loan Authorization Agreement with the Bank of Montreal from which the Company could from time to time request loans and letters of credit in an aggregate principal amount of $60.0 million. Immediately following the closing of the IPO on April 20, 2026, the Loan Authorization Agreement was terminated effective April 21, 2026.

Lease Executed During the Three Months Ended June 30, 2026

In June 2026, the Company amended a lease entered into in February 2023 for its headquarters in Solana Beach, CA. The modified lease term is for 39 months subsequent to the modified lease commencement date. Undiscounted minimum lease payments related to this facility, which escalate annually over the term of the lease, total $2.5 million.

Lease Executed Subsequent to June 30, 2026

In July 2026, the Company executed a build-to-suit lease agreement for an approximately 83,000-square-foot facility located in Tampa, Florida. Lease commencement occurred upon the Company taking possession of the facility in July 2026. The initial lease term extends 7 years from the commencement date, which is 91 days following possession. The agreement includes two optional five-year renewal periods at market rates in effect at the time of renewal. Total undiscounted minimum lease payments over the initial term are approximately $8.5 million.

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The table below reconciles the undiscounted future minimum lease payments under non-cancelable operating leases with terms of more than one year to the total operating liabilities recognized on the consolidated balance sheet at June 30, 2026, which excludes lease payments related to the lease that was executed subsequent to June 30, 2026 (in thousands):

Remainder of year ending December 31, 2026			$	1,979
Year ending December 31, 2027			3,478
Year ending December 31, 2028			2,486
Year ending December 31, 2029			1,336
Year ending December 31, 2030			607
Total future minimum lease payments			9,886
Imputed interest			(897)
Present value of operating lease liabilities			$	8,989

Variable Interest Entity

In 2022 the Company entered into an arrangement with a VIE to lease an aircraft, for the purpose of performing specified R&D activities. The VIE is a related party because it is owned by management or members of the Company. The Company concluded that it held an implicit variable interest in the entity through the rental agreement and that it met the requirements for consolidation pursuant to the VIE sub-sections of ASC 810, Consolidation. The Company consolidated the VIE because it is the primary beneficiary, having the power to direct the activities that most significantly affect the VIE’s economic performance. Additionally, the Company has the obligation to absorb losses that could be significant to the VIE through implied obligations resulting from the lease arrangement, specifically the indeterminate nature of the lease term, and the nature of the related party relationship. The VIE’s principal asset, the aircraft, can only be used to settle the obligations of the VIE.

The original lease term was 1-year with automatic 6-month renewal options thereafter. During 2025, the Company and the VIE agreed that the lease term will expire on March 31, 2026 but will automatically renew for successive 6-month terms, unless either party provides written termination notice. On March 31, 2026, the lease term automatically renewed for a 6-month term. The lease may be terminated by either party at any time, for any reason. The lease does not contain a residual value guarantee and the Company is not obligated to provide any financial support to the VIE other than the lease payments. The Company does not have an equity interest in the VIE. As a result, the noncontrolling interest reported in the Company’s consolidated balance sheets represents the net assets of the VIE, and the net income of the VIE is reported in the Company’s consolidated statements of operations as being attributable to the noncontrolling interest. Total payments made to the VIE were $0.1 million during the three months ended June 30, 2026 and 2025 and $0.2 million during the six months ended June 30, 2026 and 2025. Total costs related to the lease, which were eliminated in consolidation, were $0.1 million during the three months ended June 30, 2026 and 2025 and $0.2 million during the six months ended June 30, 2026 and 2025. The Company did not make any payments to the VIE that were not a result of the lease arrangement. The VIE made distributions totaling $0.1 million to its members during each of the three months ended June 30, 2026 and 2025, and $0.2 million and $0.1 million during the six months ended June 30, 2026 and 2025, respectively.

As a result of the aircraft becoming available to sell in its present condition in October 2025 and all of the other held for sale criteria having been met, the aircraft was determined to be held for sale for accounting purposes. Accordingly, during October 2025, the Company reclassified the aircraft from property and equipment to asset held for sale in the Company’s consolidated balance sheet as of December 31, 2025 and ceased depreciation. No loss was recognized to measure the aircraft at the lower of its carrying value or fair value less costs to sell. The Company’s condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025 include the below assets of the VIE.

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The VIE did not have any outstanding obligations as of June 30, 2026 or December 31, 2025 (in thousands):

			June 30, 2026						December 31, 2025
Cash and cash equivalents			$	203					$	205
Aircraft held for sale, net (net of accumulated depreciation of $928 as of June 30, 2026 and December 31, 2025)			4,376						4,376
Total assets			$	4,579					$	4,581

Depreciation expense related to the aircraft held for sale was $0 and $0.1 million for the three months ended June 30, 2026 and 2025, respectively, and $0 and $0.1 million for the six months ended June 30, 2026 and 2025, respectively.

Related-Party Leases

The Company has certain leases whereby it rents warehouse and hangar space with entities owned by management or members of the Company. These leases range in terms from month-to-month agreements, to having expiration dates through March 2028. Total payments made to these related parties were $0.4 million during the three months ended June 30, 2026 and 2025 and $0.8 million during the six months ended June 30, 2026 and 2025. Total lease cost related to these leases was $0.4 million during the three months ended June 30, 2026 and 2025 and $0.8 million during the six months ended June 30, 2026 and 2025.

The following table presents the ROU assets and lease liabilities recognized as of June 30, 2026 and December 31, 2025 related to these leases with related parties (in thousands):

			June 30, 2026						December 31, 2025
Operating lease ROU assets			$	1,662					$	2,188
Operating lease liabilities, current portion			1,002						1,070
Operating lease liabilities, net of current portion			757						1,228

Series A Preferred Units

During the three months ended March 31, 2026, the Company entered into two Unit Purchase Agreements with Radz Capital AEVEX Holdings Inc., pursuant to which the Company issued 15,342 Series A preferred units under the LLC Operating Agreement for aggregate cash proceeds of $15.3 million. The transactions closed during the three months ended March 31, 2026. Mr. Raduenz, Executive Chairman of the Company, is the President of Radz Capital AEVEX Holdings Inc. The $15.3 million fair value at issuance (net of $25 thousand of issuance costs) was allocated between the Series A preferred units and the derivative liability, with the net proceeds first allocated to the derivative at its estimated fair value of $3.1 million and the remainder of $12.2 million was allocated to the Series A preferred units. In connection with the Organizational Transactions and the IPO, the 15,342 of Holdings LLC’s Series A preferred units outstanding prior to the Organizational Transactions were, in accordance with their terms, converted into shares of the Company’s Class A common stock at a conversion price based on 80% of the IPO price. Refer to Note 12, Mezzanine Equity, for further discussion.

Refer to Note 10, Income Taxes and Tax Receivable Agreement, for discussion of the income tax distributions to the

LLC Unitholders, and Note 11, Stockholders’ Equity / Members’ Equity, for discussion of the Secondary Offering that involved certain direct and indirect members of ATS Investment Holdings, including entities controlled by the Principal Stockholder.

Government Regulation

As a government contractor, the Company is subject to various state and federal laws and regulations, which, among other things, impose limits on interest rate charges and insurance premiums and require licensing and other qualifications.

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Litigation

The Company is subject to various claims and legal proceedings. Management believes that any liability that may ultimately result from the resolution of these matters will not have a material effect on the financial condition or results of operations of the Company. Costs associated with the Company’s involvement in legal proceedings are expensed as incurred.

Government Rate Filings

At the beginning of each year, the Company files its provisional billing rates with the U.S. Government. The Company uses these rates for billing purposes throughout the fiscal year. Within six months of its fiscal year-end, the Company files an Incurred Cost Proposal (“ICP”) with the U.S. Government which details its actual costs and actual rates incurred for that year. The Company will then be notified by the government at some time in the future, which may be up to six years later, that the indirect rates have either been accepted by the government or that the government intends to conduct an incurred cost audit. Both options will eventually result in a final indirect rate letter that the Company must approve and sign off on with the government. Once that process has been completed, the Company will apply those approved rates to contracts that require being closed out (i.e., issuance of a final invoice) which may result in an amount owed to or due from the government. The Company has recorded an estimated rate impact in the accompanying consolidated financial statements. As of June 30, 2026 and December 31, 2025, the estimated rate reserve was $0.1 million, which is recorded in deferred revenue in the condensed consolidated balance sheets.

Contractual Commitments

The Company has certain contractual purchase commitments under agreements with remaining terms in excess of one year that are $1.7 million in the aggregate as of June 30, 2026.

2026 Omnibus Incentive Plan

On April 16, 2026, and in connection with the IPO, the Company adopted the AEVEX Corp. 2026 Omnibus Incentive Plan (the “Omnibus Plan”). The Omnibus Plan provides for the grant of options, stock appreciation rights, restricted stock, restricted stock units, stock awards, dividend equivalents, other stock-based awards, cash awards, and substitute awards to employees, consultants and non-employee directors, and employees and consultants of the Company’s affiliates.

Subject to adjustment in the event of certain transactions or changes of capitalization in accordance with the Omnibus Plan, 11,404,170 shares of Class A common stock (the “Share Reserve”) have been reserved for issuance pursuant to awards under the Omnibus Plan. The total number of shares reserved for issuance under the Omnibus Plan will be increased annually on January 1 of each calendar year beginning in 2027 and ending and including January 1, 2036, by the lesser of (i) 3% of the aggregate number of shares of Class A common stock and Class B common stock, in each case, outstanding on December 31 of the immediately preceding calendar year and (ii) the number of shares of Class A common stock as is determined by the Company’s Board of Directors.

Restricted Stock Units (RSUs)

Subsequent to the Organizational Transactions and the IPO, the Company granted RSUs under the Omnibus Plan to certain employees and non-employee directors. RSUs represent the right to receive shares of Class A common stock at specified future dates. RSUs are subject to a service-based vesting condition. The service condition for employees is generally satisfied over 3 years, whereby one-third of the RSUs vest on each anniversary of the grant date, subject to continued service through the applicable vesting date. The service condition for non-employee directors is generally satisfied on the day immediately prior to the date of the next annual meeting of shareholders, or, if earlier, the first anniversary of the grant date, subject to continued service through the applicable vesting date. During the three months ended June 30, 2026, the Company granted 728,586 RSUs with a weighted-average grant date fair value of $27.87 per share. As of June 30, 2026, unrecognized compensation cost related to the RSUs was $19.3 million, which is expected to be recognized over a weighted-average period of 2.8 years. During the three and six months ended June 30, 2026, the Company recognized approximately $1.0 million of stock compensation expense related to the RSUs.

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Performance-Based Restricted Stock Units (PSUs)

Subsequent to the Organizational Transactions and the IPO, the Company granted PSUs under the Omnibus Plan to certain employees. PSUs represent the right to receive shares of Class A common stock at specified future dates. PSUs are subject to a service-based vesting condition and performance conditions. The service condition is generally satisfied via continued service through the first quarter of 2029. The performance conditions are consolidated revenue and adjusted EBITDA targets for each of 2026, 2027 and 2028, as determined by the Board of Directors on an annual basis. The number of PSUs eligible to vest range from 50% to 200% of the number of PSUs granted, which is determined by whether the specified minimum, target or maximum revenue or adjusted EBITDA thresholds for each performance year are achieved. During the three months ended June 30, 2026, the Company granted 805,644 PSUs with a weighted-average grant date fair value of $27.79 per share. One-third of these PSUs will not be granted for accounting purposes (i.e., expense recognition) until the first quarter of 2027 when specified minimum, target and maximum revenue and adjusted EBITDA thresholds for 2027 have been determined by the Board of Directors, and one-third of these PSUs will not be granted for accounting purposes (i.e., expense recognition) until the first quarter of 2028 when specified minimum, target and maximum revenue and adjusted EBITDA thresholds for 2028 have been determined by the Board of Directors. As of June 30, 2026, unrecognized compensation cost related to the PSUs was $14.2 million, which is expected to be recognized over a weighted-average period of 2.6 years. During the three and six months ended June 30, 2026, the Company recognized approximately $0.7 million of stock compensation expense related to the PSUs.

The Company’s sole material asset is its interest in Holdings LLC. Following the Organizational Transactions, the Company’s allocable share of taxable income generated by Holdings LLC is subject to U.S. federal, state and local income taxes. A significant portion of the income allocated to the noncontrolling interests is not subject to U.S. federal and state income taxes by the Company. As a result, the Company’s effective tax rate can differ materially from the statutory rate, depending on the ownership percentage of the noncontrolling interests. Holdings LLC, is structured as a partnership and therefore is generally not subject to U.S. federal income tax, but may be subject to certain U.S. state and local taxes. Income taxes resulting from its operations are the responsibility of its members. However, Holdings LLC has certain wholly owned operating subsidiaries which are regarded corporations, subject to U.S. federal, state, and local taxes.

The provision for income taxes was $2.5 million and $2.5 million for the three and six months ended June 30, 2026, respectively. The Company’s effective income tax rate for the three and six months ended June 30, 2026 was 26.8% and 8.1%, respectively. For the three and six months ended June 30, 2026, the Company’s effective income tax rate differed from the federal statutory rate of 21% primarily due to the income allocated to the noncontrolling interests not being subject to income taxes, and the consolidated net income (loss) in the Company’s consolidated financial statements for periods prior to the Organizational Transactions does not reflect the income tax expense (benefit) the Company would have incurred if it were subject to U.S. federal and state income taxes at an entity level during those periods. The provision for income taxes was $42 thousand and $82 thousand for the three and six months ended June 30, 2025, respectively, which represents income taxes for the Holdings LLC wholly owned operating subsidiaries taxed as C corporations.

As a result of the Organizational Transactions, IPO, and the TRA, during the three months ended June 30, 2026, the Company recognized an initial increase to its deferred tax assets (net of valuation allowance) in the amount of $43.5 million, a corresponding estimated TRA liability of $59.0 million, and a decrease in stockholders’ equity of $15.5 million. As a result of the Secondary Offering, during the three months ended June 30, 2026, the Company recognized an additional initial increase to its deferred tax assets (net of valuation allowance) in the amount of $42.5 million, a corresponding increase in the estimated TRA liability of $36.9 million, and an increase in stockholders’ equity of $5.6 million. The deferred tax assets are due to the tax effects of temporary differences in the book basis as compared to the tax basis of AEVEX Corp.’s interest in Holdings LLC, as well as expected future tax deductions as a result of estimated payments under the TRA.

Under the terms of the LLC Operating Agreement and the TRA, Holdings LLC is obligated to make income tax distributions to the LLC Unitholders. During the six months ended June 30, 2026 and 2025, income tax distributions to the LLC Unitholders were $3.0 million and $0, respectively.

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Stockholders’ Equity

Amendment and Restatement of Certificate of Incorporation

In connection with the Organizational Transactions, the Company amended and restated its certificate of incorporation to, among other things, provide for the authorization of (i) 1,000,000,000 shares of Class A common stock with a par value of $0.0001 per share, (ii) 200,000,000 shares of Class B common stock with a par value of $0.0001 per share, and (iii) 50,000,000 shares of preferred stock with a par value per share that may be established by the Board of Directors in the applicable certificate of designations.

Holders of shares of the Company’s Class A common stock and holders of shares of the Company’s Class B common stock are entitled to one vote per each share on all matters submitted to a vote of stockholders. Holders of the Company’s Class A common stock and holders of the Company’s Class B common stock do not have cumulative voting rights in the election of directors. Holders of shares of the Company’s Class A common stock vote together with holders of the Company’s Class B common stock as a single class on all matters presented to the stockholders for their vote or approval, except for certain amendments to the Company’s certificate of incorporation or as otherwise required by applicable law or the certificate.

Holders of shares of the Company’s Class A common stock are entitled to receive dividends when and if declared by the Board of Directors. Holders of the Company’s Class B common stock do not have any right to receive dividends or to receive a distribution upon dissolution or liquidation or the sale of all or substantially all of the Company’s assets.

The Company’s amended and restated certificate of incorporation and the LLC Operating Agreement require that (1) the Company at all times maintain a ratio of one Series A unit of Holdings LLC owned by the Company for each share of Class A common stock issued by the Company (subject to certain exceptions for treasury shares and shares underlying certain convertible or exchangeable securities), and (2) Holdings LLC at all times maintain (i) a one-to-one ratio between the number of shares of Class A common stock issued by the Company and the number of Series A units owned by the Company and (ii) a one-to-one ratio between the number of shares of Class B common stock issued and outstanding and the number of Series B units owned by ATS Investment Holdings and their permitted transferees, collectively.

As of June 30, 2026, the Company has no shares of preferred stock outstanding.

Exchange Rights of LLC Unitholder

In accordance with the Exchange Agreement, ATS Investment Holdings (or certain permitted transferees thereof) is entitled to exchange its Series B units for shares of the Company’s Class A common stock on a one-for-one basis or, at the Company’s election, for cash, from a substantially concurrent public offering or private sale (based on the price of the Company’s Class A common stock in such public offering or private sale). Simultaneously with the payment of cash or the issuance of shares of Class A common stock, as applicable, in connection with an exchange of Series B units pursuant to the terms of the Exchange Agreement, a number of shares of the Company’s Class B common stock registered in the name of ATS Investment Holdings will automatically be transferred to us and will be cancelled for no consideration on a one-for-one basis with the number of Series B units exchanged.

Organizational Transactions and IPO

The following is a summary of the equity transactions consummated in connection with the recapitalization of Holdings LLC and the issuance by the Company of shares of its Class A and Class B common stock:

•88,432,824 Holdings LLC Class A units were replaced on a one-for-one basis with 25,135,300 Series A units and 63,297,524 Series B units;

•certain LLC Unitholders contributed their 25,135,300 Series A units to the Company in exchange for 25,135,300 shares of Class A common stock;

•the Company issued 63,297,524 shares of Class B common stock to ATS Investment Holdings, on a one-to-one basis with the number of Series B units it owned, for $1.0 million;

•all Series A preferred units converted into 7,208,876 shares of Class A common stock at a conversion price based on 80% of the IPO price (and 7,208,876 Series A units were issued to a wholly-owned subsidiary of AEVEX Corp.);

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•the Company issued 18,400,000 shares of its Class A common stock in its IPO; and

•the Company used the net proceeds from the IPO to acquire 18,400,000 newly-issued Series A units in Holdings LLC.

Secondary Offering

On June 5, 2026, the Company completed the Secondary Offering of 8,000,000 shares of the Company’s Class A common stock, of which 5,726,157 shares were offered by the Company and 2,273,843 shares were offered by the selling securityholders. The Company used the net proceeds from the Secondary Offering to purchase 5,726,157 Series B units, together with an equivalent number of shares of Class B common stock from certain direct and indirect members of ATS Investment Holdings, including entities controlled by the Principal Stockholder. The Company did not receive any proceeds from the sale of the shares of Class A common stock offered by the selling securityholders. The Secondary Offering did not increase the Company’s total shares outstanding and did not lead to shareholder dilution.

Members’ Equity

Redeemable Noncontrolling Interests

As of June 30, 2026, AEVEX Corp. held 56,470,333 Series A units representing a 49.5% economic interest in Holdings LLC and ATS Investment Holdings held 57,571,367 Series B units representing a 50.5% economic interest in Holdings LLC.

Series A Preferred Units

In December 2025, the Company entered into a Unit Purchase Agreement with two investors pursuant to which the Company issued 100,000 Series A preferred units for aggregate cash proceeds of $100.0 million. The transaction closed in December 2025.

Under the Limited Liability Agreement of Holdings LLC prior to the Organizational Transactions, the Series A preferred units accrued a preferred return at a rate of 5.0% per annum through June 4, 2027, compounding annually. The preferred return was added to each holder’s Series A preferred capital and included in the unreturned Series A preferred capital balance. Holders of Series A preferred units had a liquidation and dividend preference over all other unitholders, until they received all accrued returns and return of the initial capital.

The Series A preferred units also provided holders with certain conversion rights. Upon the occurrence of a liquidity event, which includes a qualified public offering, the Series A preferred investors could elect to convert all outstanding Series A preferred units into Class A units at a conversion price determined by reference to 80% of the fair market value of a Class A unit. In a liquidity event, the Series A preferred unitholders were not eligible to receive the preferred return, and the conversion shares were calculated by dividing any unreturned capital contributions by 80% of the initial public offering price. The right to convert upon various liquidity events, including a qualified public offering, represents an embedded derivative required to be accounted for separately from the Series A preferred units and remeasured at fair value at each reporting date, with the changes in fair value recorded through earnings.

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Beginning on the fifth anniversary of issuance, the Series A preferred investors could have required the Company to redeem all outstanding Series A preferred units for cash at their liquidation value, subject to applicable legal and contractual restrictions (the “Investor Put Right”). The Series A preferred units were classified as mezzanine equity in the consolidated balance sheets because they were redeemable at the option of the holders, pursuant to the Investor Put Right. The $100.0 million fair value at issuance (net of $80 thousand of issuance costs) was allocated between the Series A preferred units and the derivative liability, with the net proceeds first allocated to the derivative at its estimated fair value of $20.0 million and the remainder of $79.9 million allocated to the Series A preferred units. As of December 31, 2025, the Company increased the carrying value of the Series A preferred units to $80.4 million, which represented their maximum redemption value ($1,000 per unit, plus the preferred return of $0.4 million for the year ended December 31, 2025), less the estimated initial fair value of the derivative liability.

During the three months ended March 31, 2026, the Company entered into two Unit Purchase Agreements with Radz Capital AEVEX Holdings Inc., pursuant to which the Company issued 15,342 Series A preferred units under the LLC Agreement for aggregate cash proceeds of $15.3 million. The transactions closed during the three months ended March 31, 2026. Mr. Raduenz, Executive Chairman of the Company, is the President of Radz Capital AEVEX Holdings Inc. The $15.3 million fair value at issuance (net of $25 thousand of issuance costs) was allocated between the Series A preferred units and the derivative liability, with the net proceeds first allocated to the derivative at its estimated fair value of $3.1 million and the remainder of $12.2 million allocated to the Series A preferred units.

As of March 31, 2026, the Company increased the carrying value of the 115,342 Series A preferred units to $93.9 million, which represents their maximum redemption value ($1,000 per unit, plus the preferred return of $1.7 million since issuance), less the estimated initial fair value of the derivative liability. During the three months ended March 31, 2026, the Company recognized preferred units accretion of $1.4 million as an increase in the carrying value of the Series A preferred units and a decrease in members’ equity. During the three months ended March 31, 2026, the Company recognized a $2.4 million increase in the estimated fair value of the derivative liability in the condensed consolidated statement of operations.

In connection with the Organizational Transactions and the IPO, the 115,342 of Holdings LLC’s Series A preferred units outstanding prior to the Organizational Transactions were, in accordance with their terms, converted into 7,208,876 shares of the Company’s Class A common stock at a conversion price based on 80% of the IPO price. As a result, as of April 16, 2026, the Company increased the carrying value of the 115,342 Series A preferred units to $94.2 million, which represents their maximum redemption value ($1,000 per unit, plus the preferred return of $2.0 million since issuance), less the estimated initial fair value of the derivative liability. During the three and six months ended June 30, 2026, the Company recognized preferred units accretion of $0.3 million and $1.6 million, respectively, as an increase in the carrying value of the Series A preferred units and a decrease in members’ equity. During the three and six months ended June 30, 2026, the Company recognized a $3.3 million and $5.7 million increase in the estimated fair value of the derivative liability in the condensed consolidated statement of operations. Upon conversion, the Series A preferred units and the related derivative liability were reclassified to stockholders’ equity.

During the three and six months ended June 30, 2026, the carrying value of the Series A preferred units was adjusted as follows (in thousands):

			Series A preferred units
Balance at December 31, 2025			$	80,371
Issuance of Series A preferred units			15,317
Derivative liability at issuance			(3,142)
Series A preferred units accretion			1,362
Balance at March 31, 2026			93,908
Series A preferred units accretion			254
Derecognition			(94,162)
Balance at June 30, 2026			$	—

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The following table sets forth the reconciliation of the numerator and denominator used to compute basic and diluted net income per share of Class A common stock for the period following the Organizational Transactions (in thousands, except share and per share amounts):

			Period from April 17, 2026 to June 30, 2026
Numerator
Net income			$	4,956
Less: Net income attributable to the noncontrolling interest			(63)
Less: Net income attributable to the redeemable noncontrolling interests			(4,290)
Net income attributable to AEVEX Corp. - basic			603
Add: Net income attributable to the redeemable noncontrolling interests			—
Net income attributable to AEVEX Corp. - diluted			$	603
Denominator
Weighted-average Class A shares outstanding - basic			52,805,593
Dilutive effects of:
Unvested RSUs			—
Unvested PSUs			—
Series B units exchangeable for Class A common stock			—
Weighted-average Class A shares outstanding - diluted			52,805,593
Earnings per share of Class A common stock - basic			$	0.01
Earnings per share of Class A common stock - diluted			$	0.01

Series B units, together with an equal number of shares of Class B common stock, may be exchanged, at the Company’s option, for shares of its Class A common stock or for cash. After evaluating the potential dilutive effect under the if-converted method, the assumed exchange of all outstanding Series B Units for shares of the Company’s Class A common stock was determined to be antidilutive and thus were excluded from the computation of diluted earnings per share. After evaluating the potential dilutive effect under the treasury stock method, the unvested RSUs of 728,586 were determined to be antidilutive and thus were excluded from the computation of diluted earnings per share. In addition, the Company excluded from the computation of diluted earnings per share 268,543 PSUs because the performance contingency has not been met as of the end of the period, and 537,101 PSUs because they are not considered granted for accounting purposes.

The Company’s chief operating decision making officer (“CODM”) is the Company’s Chief Executive Officer. Consistent with how the Company evaluates its performance and the way it is organized internally, the Company reports its activities in two segments: i) Tactical Systems, and ii) Global Solutions. The segment information presented below conforms with these two reportable segments, which are organized based on the nature of the Company’s products and services offered.

The CODM uses revenue and Segment Adjusted EBITDA to assess segment performance, to make decisions regarding the allocation of capital and other investments, and to monitor budget versus actual results. The CODM considers budget-to-actual variances on a quarterly basis for both revenue and Segment Adjusted EBITDA when making decisions about allocating capital and personnel to the segments and when assessing performance of the segments. Total segment expenses in the aggregate are regularly reported to the CODM and are comprised of cost of revenue, selling, general and administrative expenses, and R&D expenses, excluding depreciation expense. The CODM does not regularly review assets by segment. Therefore, the Company does not disclose assets by segment.

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The Company defines Segment Adjusted EBITDA as net income (loss) before certain unallocated Corporate expenses, interest income and expense, income tax expense (benefit), depreciation and amortization expense, other income (expense), changes in the fair value of contingent consideration liabilities and derivative liabilities, noncash stock compensation expense, offering costs related to the IPO or Secondary Offering, asset impairments, business acquisition costs, restructuring costs, and gains or losses on debt extinguishments, as well as certain non-recurring items.

Financial information for each reportable segment is as follows for the three and six months ended June 30, 2026:

			Three Months Ended June 30, 2026																		Six Months Ended June 30, 2026
			Tactical Systems						Global Solutions						Total Segments						Tactical Systems						Global Solutions						Total Segments
Total segment revenue			$	174,220					$	27,571					$	201,791					$	365,017					$	53,467					$	418,484
Total segment expenses			144,658						23,668						168,326						296,934						45,363						342,297
Segment Adjusted EBITDA			$	29,562					$	3,903					33,465						$	68,083					$	8,104					76,187
Less unallocated amounts:
Corporate(1)															(5,317)																		(11,632)
Interest expense															(3,977)																		(10,521)
Interest income															1,106																		1,212
Depreciation and amortization															(5,478)																		(10,787)
Other (expense) income, net															(57)																		156
Change in fair value of derivative liability															(3,295)																		(5,695)
Noncash stock compensation															(1,731)																		(1,731)
IPO related costs															—																		(1,475)
Secondary Offering related costs															(2,967)																		(2,967)
Business acquisition costs															(2,268)																		(2,268)
Other(2)															(333)																		(333)
Income before income taxes															$	9,148																	$	30,146

(1)    Corporate primarily consists of costs related to executive and staff functions, including the Chief Executive Officer, the Chief Operating Officer, Information Technology, Human Resources, Legal, Finance, Business Development, Corporate Development, and Administration, which benefit the enterprise as a whole.

(2)    Other primarily includes $0.3 million of process improvement costs for the three and six months ended June 30, 2026.

Financial information for each reportable segment is as follows for the three and six months ended June 30, 2025:

			Three Months Ended June 30, 2025																		Six Months Ended June 30, 2025
			Tactical Systems						Global Solutions						Total Segments						Tactical Systems						Global Solutions						Total Segments
Total segment revenue			$	72,100					$	29,034					$	101,134					$	101,551					$	52,841					$	154,392
Total segment expenses			69,161						26,881						96,042						108,479						52,791						161,270
Segment Adjusted EBITDA			$	2,939					$	2,153					5,092						$	(6,928)					$	50					(6,878)
Less unallocated amounts:
Corporate(1)															(1,464)																		(2,854)
Interest expense															(8,378)																		(15,557)
Interest income															130																		344
Change in contingent consideration															(1,214)																		(2,435)
Depreciation and amortization															(5,498)																		(10,671)
Other(2)															(456)																		(1,019)
Loss before income taxes															$	(11,788)																	$	(39,070)

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(1)    Corporate primarily consists of costs related to executive and staff functions, including the Chief Executive Officer, the Chief Operating Officer, Information Technology, Human Resources, Legal, Finance, Business Development, Corporate Development, and Administration, which benefit the enterprise as a whole.

(2)    Other primarily includes $0.4 million and $0.9 million of legal expenses related to the non-recurring Viking legal settlement for the three and six months ended June 30, 2025, respectively.

Substantially all of the Company’s long-lived tangible assets were in the United States as of June 30, 2026 and December 31, 2025.

Proposed Acquisition of BlackSea Technologies

On August 12, 2026, the Company entered into an Agreement and Plan of Reorganization with Maritime Applied Physics Corporation (“BlackSea Technologies”), Black Sea Technologies, LLC (the “Seller”), and certain other parties, pursuant to which the Company will acquire BlackSea Technologies (the “Transaction”).

The consideration payable at closing is based on a total enterprise value of $600.0 million, subject to customary adjustments for estimated net working capital, cash, indebtedness and transaction expenses (the “Closing Merger Consideration”), and to a post-closing adjustment of up to $5.0 million, which will be held in escrow. The Closing Merger Consideration will be paid to the Seller in (i) 12,727,273 shares of the Company’s Class A common stock (the “Company Shares”), having an agreed value at closing of $350.0 million, and (ii) cash equal to the Closing Merger Consideration less the escrow deposit and less such agreed stock value.

The share count will be proportionately reduced (based on $27.50 per share) if the “Deemed Stock Merger Consideration”, which is the lesser of (i) $350.0 million and (ii) the net amount of the Closing Merger Consideration and the escrow deposit, is less than $350.0 million, and will be increased, with a corresponding reduction in cash, to the minimum extent necessary to preserve the Transaction intended tax treatment if the shares would otherwise represent less than 40% of the Closing Merger Consideration. In no event will the cumulative number of Company Shares issued in the Transaction exceed 19.99% of the Company’s issued and outstanding capital stock (the “Share Cap”), and the Company will not be required to issue any shares that would require stockholder approval under the rules of the New York Stock Exchange.

The Seller may earn additional consideration of $50.0 million (the “Contingent Consideration”) if, during the period from the closing date through December 31, 2027, (i) the 30-trading-day volume weighted average price of the Company Shares equals or exceeds $28.00 per share during any 30 consecutive trading days in that period and (ii) BlackSea Technologies generates at least $24.8 million of revenue and $8.9 million of gross profit from specified autonomous vessel U.S. government contracts. If earned, the Contingent Consideration will be paid in additional Company Shares valued at the 30-trading-day volume weighted average price as of December 31, 2027, subject to the Share Cap on a cumulative basis.

Closing is subject to the satisfaction or waiver of customary conditions, including expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of other required antitrust clearances. The Company intends to fund the cash consideration with cash on hand and borrowings under the New Credit Facilities, and closing is not conditioned on financing. The Transaction is expected to close in September 2026.

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