8-K --12-31 false 0002096300 0002096300 2026-04-16 2026-04-16 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2026 AEVEX Corp. (Exact name of registrant as specified in its charter) Delaware 001-43238 41-2460652 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 440 Stevens Ave #150 Solana Beach , California 92075 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: ( 858 ) 704-4125 Not Applicable (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.0001 per share AVEX The New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement. On April 16, 2026, AEVEX Corp. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Athena Technology Solutions Holdings, LLC (“Holdings LLC”), and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Jefferies LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), relating to the initial public offering (the “IPO”) of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”). The Underwriting Agreement provides for the offer and sale by the Company of 16,000,000 shares of Class A Common Stock (the “Firm Shares”) at a public offering price of $20.00 per share. Pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to an additional 2,400,000 shares of Class A Common Stock (the “Option Shares”), which was fully exercised on April 17, 2026. On April 20, 2026, the IPO closed and the Firm Shares and the Option Shares were delivered. The material terms of the Underwriting Agreement are described in the prospectus, dated April 16, 2026 (the “Prospectus”), filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 20, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). The IPO is registered with the Commission pursuant to the Company’s Registration Statement on Form S-1, as amended (File No. 333-294524). The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company has agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act. This description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is incorporated by reference into this Item 1.01. In connection with the consummation of the IPO, the Company entered into the following additional agreements: • the Registration Rights Agreement, dated as of April 20, 2026, by and among the Company and the stockholders party thereto, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein; • the Director Designation Agreement, dated as of April 20, 2026, by and among the Company and the stockholders party thereto, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein; • the Third Amended and Restated Limited Liability Company Agreement of Holdings LLC, dated as of April 17, 2026, by and among the Company and the other signatories party thereto (the “Holdings LLC Agreement”), a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference herein; • the Tax Receivable Agreement, dated as of April 16, 2026, by and among the Company and the TRA Parties (as defined therein) (the “Tax Receivable Agreement”), a copy of which is filed as Exhibit 10.3 to this Current Report on Form 8-K and is incorporated by reference herein; and • the Exchange Agreement, dated as of April 16, 2026, by and among the Company and other signatories party thereto (the “Exchange Agreement”), a copy of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated by reference herein. Descriptions of these agreements are contained in the Prospectus in the sections entitled “Certain Relationships and Related Party Transactions” and “Organizational Structure” and are incorporated by reference into this Item 1.01. Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of each of the agreements attached hereto as Exhibits 4.1. 10.1, 10.2, 10.3 and 10.4 which are incorporated by reference into this Item 1.01. Item 3.02 Unregistered Sales of Equity Securities. In connection with the consummation of the IPO and as contemplated by the transactions described in the Prospectus under “Organizational Structure,” which section is incorporated by reference into this Item 3.02, the Company issued to ATS Investment Holdings, LLC (“ATS Investment Holdings”) 63,297,524 shares of Class B common stock of the Company, par value $0.0001 per share (the “Class B Common Stock”) on April 16, 2026. A description of the designations, rights, powers and preferences of the Class B Common Stock is contained in the Prospectus in the section entitled “Description of Capital Stock” and is incorporated by reference into this Item 3.02. The issuance of the Class B Common Stock described in this paragraph was made in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder. Item 3.03 Material Modification to Rights of Security Holders. The information provided in Item 1.01 regarding the Registration Rights Agreement and in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 16, 2026, Bradley Feldmann, Matthew Klein, Brandon Levitan, Matthew Norton and Benjamin Spacapan were appointed to the Company’s board of directors. Biographical information and other information regarding the committees upon which these directors are expected to serve, related party transactions involving any of these directors, the compensation plans in which these directors participate and information about any arrangement or understanding between these directors and any other persons pursuant to which these directors were selected as a director are included in the Prospectus in the sections entitled “Certain Relationships and Related Party Transactions,” “Executive Compensation” and “Management” and are incorporated by reference into this Item 5.02. On or around April 20, 2026, in connection with the IPO, the Company entered into indemnification agreements with each of its directors and executive officers. These agreements provide the Company’s directors and executive officers with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under the Delaware General Corporation Law. These indemnification rights are not exclusive of any other right that an indemnified person may have or hereafter acquire under any statute, provision of the Company’s Certificate of Incorporation or Bylaws (each as defined below), any agreement, or vote of stockholders or disinterested directors or otherwise. This description of the indemnification agreements does not purport to be complete and is qualified in its entirety by reference to the form of indemnification agreement attached hereto as Exhibit 10.5, which is incorporated by reference into this Item 5.02. Additionally, on April 16, 2026 and in connection with the IPO, the Company adopted the AEVEX Corp. 2026 Omnibus Incentive Plan (the “Omnibus Plan”). A description of the Omnibus Plan is contained in the Prospectus in the section entitled “Executive Compensation—Actions Taken in Connection with this Offering” and is incorporated by reference into this Item 5.02. Such description does not purport to be complete and is qualified in its entirety by reference to the full text of the Omnibus Plan attached hereto as Exhibit 10.6, which is incorporated by reference into this Item 5.02. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 17, 2026, the Company filed an amended and restated certificate of incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware and adopted amended and restated bylaws (the “Bylaws”), each of which became effective on April 17, 2026. A description of the Certificate of Incorporation and the Bylaws is contained in the Prospectus in the section entitled “Description of Capital Stock” and is incorporated by reference into this Item 5.03. Such description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Incorporation attached hereto as Exhibit 3.1 and the full text of the Bylaws attached hereto as Exhibit 3.2, both of which are incorporated by reference into this Item 5.03. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as of April 16, 2026, among the Company, Athena Technology Solutions Holdings, LLC, and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Jefferies LLC, as representatives for the several underwriters named in Schedule I thereto. 3.1 Amended and Restated Certificate of Incorporation of AEVEX Corp. 3.2 Amended and Restated Bylaws of AEVEX Corp. 4.1 Registration Rights Agreement, dated as of April 20, 2026, by and among the Company and the stockholders party thereto. 10.1 Director Designation Agreement, dated as of April 20, 2026, by and among the Company and the stockholders party thereto. 10.2 Third Amended and Restated Limited Liability Company Agreement of Athena Technology Solutions Holdings, LLC, dated as of April 17, 2026, by and among the Company and the other signatories party thereto. 10.3 Tax Receivable Agreement, dated as of April 16, 2026, by and among the Company and the TRA Parties. 10.4 Exchange Agreement, dated as of April 16, 2026, by and among the Company and other signatories party thereto. 10.5 Form of Indemnification Agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 filed with the Commission on March 23, 2026). 10.6 AEVEX Corp. 2026 Omnibus Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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. Date: April 20, 2026 AEVEX Corp. By: /s/ Roger Wells Name: Roger Wells Title: Chief Executive Officer

AEVEX Corp. completed its initial public offering on April 16, 2026, raising $320 million by selling 16 million shares at $20 per share with underwriters granted a 30-day option for an additional 2.4 million shares. This IPO marks the company's transition to public markets and provides significant capital for growth and operations.

On April 16, 2026, AEVEX Corp. entered into a material definitive underwriting agreement with Athena Technology Solutions Holdings, LLC and representatives from Goldman Sachs & Co. LLC, BofA Securities, Inc., and Jefferies LLC. This agreement pertains to the initial public offering (IPO) of the Company's Class A common stock, with a total of 16,000,000 shares being offered at a public price of $20.00 per share. Additionally, the underwriters were granted a 30-day option to purchase up to an additional 2,400,000 shares, demonstrating strategic confidence in the Company's market potential. This IPO marks a significant financial event for AEVEX Corp., facilitating its capital-raising efforts and enhancing its public profile.

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