The following is a discussion and analysis of our financial condition and results of operations as of, and for, the periods presented. You should read the following discussion and analysis of our financial condition and results of operations together with the sections entitled “Forward-Looking Statements” and “Risk Factors” and the unaudited condensed consolidated financial statements and related notes of AEVEX Corp. included in this Quarterly Report on Form 10-Q, as well as the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and related notes thereto of AEVEX Corp. and Athena Technology Solutions Holdings, LLC (“Holdings LLC”) included in our final prospectus, dated April 16, 2026, filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933 (the “IPO Prospectus”) in connection with our initial public offering (“IPO”). This discussion and analysis contains forward-looking statements, including statements regarding our expectations for the future of our business and our liquidity and capital resources as well as other non-historical statements. These statements are based upon our current plans, expectations, and beliefs, and are subject to numerous risks and uncertainties, including but not limited to the risks and uncertainties described in “Forward-Looking Statements” and in the “Risk Factors” sections of our most recent filings with the Securities and Exchange Commission. Our actual results may differ materially from those contained in or implied by these forward-looking statements. Overview We believe that we are a leading defense technology prime contractor and critical enabler of U.S. UAS dominance strategy missions. We are highly differentiated by our proven track record of securing and successfully executing on critical strategic Programs of Record. Today, we are positioned as a recognized global leader in UxS. Through our advanced autonomous, AI-enabled, and attritable UxS, we play a central role in defining next-generation warfighting capabilities, including key areas such as precision strike launched effects, loitering munitions, and full-scope ISR. We deliver technology-led products and solutions through two complementary business segments: •Tactical Systems: Designs and manufactures battle-tested, autonomous, modular, and attritable UxS, including UAS and USV, along with other mission critical products. Tactical Systems segment revenue represented approximately 86.3% and 71.3% of our revenue for the three months ended June 30, 2026 and 2025, respectively, and approximately 87.2% and 65.8% of our revenue for the six months ended June 30, 2026 and 2025, respectively. •Global Solutions: Provides bespoke mission solutions, including AI-enabled full-spectrum airborne ISR, C-UAS, additive manufacturing, and specialized mission aircraft engineering, modification, and testing. Global Solutions segment revenue represented approximately 13.7% and 28.7% of our revenue for the three months ended June 30, 2026 and 2025, respectively, and approximately 12.8% and 34.2% of our revenue for the six months ended June 30, 2026 and 2025, respectively. Recent Developments Initial Public Offering and Organizational Transactions On April 20, 2026, the Company consummated its IPO of 18,400,000 shares of its Class A common stock, which includes the exercise in full by the underwriters of their option to purchase an additional 2,400,000 shares of Class A common stock from us. The 18,400,000 shares were issued at a public offering price of $20.00 per share, resulting in net proceeds to the Company of $345.9 million, after deducting underwriting discounts and commissions of $22.1 million. In addition to the underwriting discounts and commissions, the Company incurred $13.8 million of total offering costs, which were recorded in additional paid-in capital during the three months ended June 30, 2026. In connection with the IPO, the Company completed the Organizational Transactions described under Note 1, Organization, of the Company’s condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q. The following is a summary of the equity transactions consummated in connection with the Organizational Transactions and the IPO: 20 Table of Contents •88,432,824 Holdings LLC Class A units were replaced on a one-for-on 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 initial public offering price (and 7,208,876 Series A units were issued to a wholly-owned subsidiary of AEVEX Corp.); •the Company issued 18,400,000 shares of its Class A common stock as a result of the IPO; and •the Company used the net proceeds from the IPO to acquire 18,400,000 newly-issued Series A units in Holdings LLC. The Company is a holding company whose sole material asset consists of membership interests in Holdings LLC. The Company is the managing member of Holdings LLC and controls and is responsible for all operational, management and administrative decisions relating to Holdings LLC’s business and consolidates the financial results of Holdings LLC and reports redeemable noncontrolling interests in its consolidated financial statements related to the Series B units that ATS Investment Holdings owns in Holdings LLC. The results of operations discussed in this Quarterly Report on Form 10-Q include those of Holdings LLC prior to the completion of the Organizational Transactions and those of AEVEX Corp., including Holdings LLC, following the completion of the Organizational Transactions. As a result, the unaudited condensed consolidated financial data may not represent an accurate indication of what our actual results would have been if the Organizational Transactions and IPO had been completed at the beginning of the periods presented or of what our future results of operations are likely to be. Secondary Offering On June 5, 2026, we completed our Secondary Offering of 8,000,000 shares of our Class A common stock, of which 5,726,157 shares were offered by us 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. We used the net proceeds from this 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. We 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. As of June 30, 2026, after giving effect to the Organizational Transactions, IPO and Secondary Offering, 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. 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 (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 is subject to increase or decrease pursuant to the agreement, provided that 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”). 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 $24.75 million of revenue and $8.91 million of gross profit from specified autonomous vessel U.S. government contracts. If earned, the Contingent Consideration will be paid in additional Company Shares. 21 Table of Contents 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. See Note 15, “Subsequent Events,” in our unaudited condensed consolidated financial statements and related notes thereto included herein for more information about the Transaction. Key Factors Affecting Our Performance Our results have been affected, and are expected to be affected in the future, by a variety of factors. A discussion of key factors that have had, or may have, an effect on our results is set forth below. Information regarding the Company’s risk factors appears under “Risk Factors” in our most recent filings with the Securities and Exchange Commission. U.S. and Foreign Government Expenditures U.S. and foreign government expenditures have fueled the growth in our target markets, and we expect the continued availability of U.S. and foreign government expenditures for our customers to help fund purchases of our products and services. However, changes in the volume and relative mix of U.S. and foreign government expenditures, as well as in areas of spending growth, may impact our results of operations. In particular, our results may be affected by shifts in strategies and priorities on defense-related programs. Cost-cutting and efficiency initiatives, current and future budget restrictions, spending cuts and other efforts to reduce government expenditures, as well as shifts in overall priorities, could cause our government customers to reduce or delay funding or invest appropriated funds on a less consistent basis or not at all, and demand for our solutions or services could diminish. Furthermore, any disruption in the functioning of government agencies, including as a result of government closures and shutdowns, could have a negative impact on our operations and cause us to lose revenue or incur additional costs due to, among other things, our inability to maintain access and schedules for government testing or the deployment of our staff to customer locations or facilities as a result of such disruptions. There is also uncertainty around the timing, extent, nature and effect of Congressional and other U.S. Government actions to address budgetary constraints and caps on the discretionary budget for defense and non-defense departments and agencies. In addition, there is uncertainty around the ability of Congress to determine how to allocate the available budget authority and pass appropriations bills to fund both U.S. Government departments and agencies that are, and those that are not, subject to the caps. Additionally, budget deficits and the growing U.S. national debt may increase pressure on the U.S. Government to reduce federal spending across all federal agencies, with uncertainty about the size and timing of those reductions. Furthermore, delays in the completion of future U.S. Government budgets could delay procurement of the federal government services that we provide. During the six months ended June 30, 2026, we experienced elongated award timelines in certain cases resulting from ongoing conflicts in the Middle East, changes to Department of Defense acquisition personnel and processes, and operational reprioritization. These dynamics may result in delays between opportunity identification and contract award, which could affect the timing of our revenue and backlog growth. Macroeconomic Pressures In recent years, geopolitical instability, including wars and conflicts, as well as impacts from other global events and heightened global tensions, have resulted in opportunities for companies in the defense technology market. Global defense spending is accelerating, fueled by rising budgets, modernization initiatives, and the urgent demand for next-generation advanced systems to counter near-peer adversaries. This surge has in part been driven by active conflicts in the Middle East, Africa, and Eastern Europe, along with the anticipation of future engagements in the South Pacific. While these conditions may create growth opportunities, the unpredictable nature, duration, and geographic scope of such conflicts introduce significant uncertainty regarding the sustainability of this demand. However, certain disruptions to the global economy, including market disruptions, monetary, and fiscal policy uncertainty, supply chain challenges, high interest rates and inflationary pressures have contributed to an inflationary environment that may adversely affect the price and availability of certain products and services necessary for our operations, which in turn may adversely impact our business and operating results. In addition, the global trade environment is uncertain and evolving. Tariffs imposed by the U.S. presidential administration or retaliatory tariffs by other countries have resulted in an ongoing trade war. The impact of tariffs on our business and results of operations will depend on their timing, duration, and magnitude. 22 Table of Contents Project Revenue Mix and Impact on Margins We may experience future variability in the profitability of our contracts, and such variability may occur at levels and frequencies different from variability we have historically experienced. Such variability in profitability may be due to strategic decisions, cost overruns, or other circumstances within or outside of our control. Accordingly, our historical experience with profitability of our contracts is not indicative or predictive of future experience. Our financial success is based on our ability to deliver high quality products on a timely basis and at a cost-effective price for our customers. When agreeing to contractual terms, our management team makes assumptions and projections about future conditions and events. The accounting for our contracts and programs involves assumptions and estimates about these conditions and events. These projections and estimates assess: •the productivity and availability of labor; •the allocation of indirect costs to labor and material costs incurred; •the complexity of the work to be performed; •the cost and availability of materials and components; and •schedule requirements. If there is a significant change in one or more of these circumstances, estimates or assumptions, or if the risks under our contracts are not managed adequately, the profitability of contracts could be adversely affected, which could materially affect earnings and margins in any given fiscal period. In particular, profitability can fluctuate depending on the type of contract award. Contracts with certain customers reflect firm fixed pricing structures. As a result, our gross profit is dependent on the efficient and effective execution of our contracts. Our ability to maximize gross profit may be impacted by, but not limited to, unanticipated cost overruns, disruptions in our supply chains, learning curve and non-recurring engineering costs related to our contracts with customers. If our fixed-price development efforts contribute to a larger portion of our revenue output, we may have a higher risk profile, which may result in reduced margins. From time to time, we may strategically enter into contracts with low or negative margins relative to other contracts or that are at risk of cost overruns. This may occur due to strategic decisions built around positioning ourselves for future contracts or to enhance our product and service offerings. However, in some instances, loss contracts may occur from unforeseen cost overruns that are not recoverable from the customer. We establish loss reserves on contracts in which the cost estimate-at-completion (“EAC”) exceeds the estimated revenue. The loss reserves are recorded in the period in which a loss is determined. Our reference to adjustments to EAC in the context of describing our results of operations includes net changes during the period in our aggregate program contract values, EAC and other program estimates, and includes the impact of cost overruns and recognition of loss reserves. Additionally, the timing of our cash flows is impacted by the timing of achievement of billable milestones on contracts. Historically, this has resulted and could continue to result in fluctuations in working capital levels and quarterly free cash flow. As a result of such quarterly fluctuations in free cash flow, we believe that quarter-to-quarter comparisons of our results of operations may not necessarily be meaningful and should not be relied upon as indicators of future performance. Ability to Continue to Innovate and Expand our Product and Service Offerings To continue gaining market share and attracting customers, we plan to continue making substantial investments in R&D for the continued enhancements of our product and service offerings. Our future success is dependent on our continued ability to leverage our engineering and design capabilities to meet exact customer innovation needs and to proactively innovate to help win emerging programs. If we are unable to devote adequate resources to develop new products or cannot otherwise successfully develop new products or enhancements that meet customer requirements on a timely basis, our products could lose market share, our revenue and profits could decline, and we could experience operating losses. 23 Table of Contents Public Company Expenses We have incurred, and expect to continue to incur, certain non-recurring professional fees and other expenses as part of our transition to becoming a public company. As a public company, we are implementing additional procedures and processes for the purpose of addressing the standards and requirements applicable to public companies. In particular, we expect our accounting, legal and personnel-related expenses and directors’ and officers’ insurance costs to increase as we establish more comprehensive compliance and governance functions, establish, maintain and review internal controls over financial reporting in accordance with the Sarbanes-Oxley Act and prepare and file periodic reports in accordance with SEC rules. Our financial statements following the IPO reflect the impact of these expenses. Funded Backlog Funded backlog represents our estimate of the revenue we expect to realize in future periods as a result of performing work on funded contracts that have been awarded to us (net of any revenue already recognized as of the backlog date). We include the aggregate expected revenue from awarded contracts in our funded backlog upon the execution of a legally binding agreement (e.g., written contract or purchase order), even though our contracts include certain termination rights exercisable by our customers with advance notice. We exclude from funded backlog any unfunded contract options and at-risk work. Deferred revenue recognized on our consolidated balance sheets consists of payments and billings that we have received in excess of revenue that we have recognized. Because cash receipts from these contracts have not been recognized into revenue, they are included in our backlog calculation. We view growth in funded backlog as a key measure of our future business prospects. We monitor our funded backlog because we believe it is a forward-looking indicator of potential sales that can be helpful to investors in evaluating the performance of our business and identifying trends over time. Although funded backlog reflects business associated with contracts that are considered to be firm, terminations, amendments, or contract cancellations may occur, which could result in a reduction in our total funded backlog and potential future revenue that never gets recognized. June 30, 2026 December 31, 2025 Funded backlog $ 259,829 $ 503,123 Funded backlog includes both single and multi-year awards, and fluctuations in backlog are driven primarily by the timing of large program wins. The decrease of $243.3 million in funded backlog for the six months ended June 30, 2026 was primarily due to revenue recognized for the EUCOM AOR Deep Strike program during the six months ended June 30, 2026. The decrease was also influenced by an increase in shorter-cycle customer orders. We are experiencing a shift in customer ordering patterns toward shorter-cycle procurement, with customers increasingly placing orders for near-term delivery rather than multi-year programs of record. This trend resulted in a greater proportion of our revenue during the six months ended June 30, 2026, being derived from orders received and shipped within the same fiscal year. We expect to convert approximately 95.1% of the total $259.8 million of funded backlog as of June 30, 2026 into revenue during the next 12 months. In addition, our funded backlog is subject to meaningful customer concentration risk. As of June 30, 2026, approximately 92.7% of the total dollar value of our funded backlog related to the U.S Government. For purposes of evaluating our funded backlog, we consider all U.S. Government entities to be one customer. Additionally, funded backlog that is originally funded through U.S. Government efforts is considered to be U.S. Government backlog even if the program is directly contracted through an intermediary. Components of Results of Operations Revenue – consists entirely of revenue from contracts with customers, net of sales discounts. Our revenue is derived from a combination of cost-plus contracts, fixed price contracts, and time and materials contracts for both U.S. Government and commercial and international deliverables. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We recognize revenue upon satisfying the performance obligations identified in the contract, which is achieved as services are rendered, upon completion of a service, or through the transfer of control of the promised good or service to the customer either at a point in time or over time. Our contracts can range from short-term periods of less than 12 months to multi-year obligations. 24 Table of Contents We perform work under contracts that broadly consist of fixed-price, cost-reimbursable, time-and-materials arrangements, or a combination of the three. Pricing is contractually based on specific negotiations with each customer. Advanced payments and billings for milestones in excess of revenues recognized are recorded as current and non-current deferred revenue in our consolidated balance sheets and recognized into revenue as we satisfy the underlying performance obligations. For fixed-price contracts satisfied over time, progress is measured using a cost-to-cost method, which accurately reflects the transfer of control to the customer. This method assesses the extent of progress based on the ratio of costs incurred to date against the total estimated costs to complete the performance obligation. Estimating total costs to complete requires us to make informed estimates regarding subcontractor performance, material costs and availability, labor costs and productivity, as well as overhead expenses. Frequently, the period of performance of a contract extends over a long period of time and, as such, revenue recognition and our profitability from a particular contract may be affected to the extent that estimated costs to complete are revised, delivery schedules are delayed, performance-based milestones are not achieved, or progress under a contract is otherwise impeded. Accordingly, our recorded revenues and operating profit from period to period can fluctuate significantly depending on when contractual obligations are achieved. Should the estimated total costs to be incurred on a contract surpass the anticipated total revenue, we recognize a provision for the entire loss on the contract in the period when the loss is identified. For further discussion of the critical judgments and estimates related to our revenue recognition policies, see “Critical Accounting Estimates.” Cost of Revenue – consists of direct costs and allocated indirect costs. Direct costs include labor, materials, subcontractor and other costs directly related to the execution of a specific contract. Indirect costs include overhead expenses, fringe benefits, depreciation and amortization. Selling, General, and Administrative – consists primarily of personnel-related expenses for our sales, marketing, supply chain, finance, legal, human resources and administrative personnel, the costs of customer service, information technology, risk management and related insurance, travel, allocated overhead and other marketing, communications and administrative expenses, as well as acquisition-related costs. We also expect to further invest in our corporate infrastructure and incur additional expenses associated with operating as a public company, including increased legal and accounting costs, investor relations and compliance costs. As a result, we expect that selling, general and administrative expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time. In addition, as a result of becoming a public company, we will incur significant additional annual expenses including, among other things, additional directors’ and officers’ liability insurance, costs to administer a public company stock compensation plan, director fees, costs to comply with reporting requirements of the SEC, transfer agent fees, costs for additional accounting, legal and administrative personnel, increased auditing, tax and legal fees, stock exchange listing fees, additional stock compensation expense and similar expenses. Research and Development – represents primarily employee and contractor compensation, supplies and materials for new product development and facility costs. Amortization of Intangible Assets – represents customer relationships, technology and trade names acquired in business combinations that are not directly related to the delivery of our products or services and are amortized based on their pattern of economic benefit over their estimated useful lives. Change in Contingent Consideration – As part of the acquisition of Tribe Aerospace, LLC in 2022, we agreed to pay contingent consideration to the sellers for any EBITDA (as defined in the earnout arrangement) recognized over certain thresholds during the earnout period from 2022-2024. The contingent consideration was settled using a combination of cash and Class A units based on converting a portion of each contingent payment to units at the fixed contractual price per unit. The change in fair value of the liability during the six months ended June 30, 2025 represents accretion of the discounted liability outstanding during the period. All earnout arrangement liabilities were settled as of December 31, 2025. Interest Expense – consists primarily of interest expense incurred on borrowings under our credit agreements. Interest Income – consists primarily of interest income earned on cash and cash equivalents. 25 Table of Contents Change in Derivative Liability – During December 2025 and the three months ended March 31, 2026, the Company issued Series A preferred units with conversion features that represent an embedded derivative that is 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 IPO, the 115,342 of Holdings LLC’s Series A preferred units (and the related derivative liability) 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. Other Income (Expense), net – reflects miscellaneous income and expense unrelated to our core business activities. Provision for Income Taxes – represents the provision for U.S. federal, state and local income taxes. For periods prior to the Organizational Transactions, this represents the provision for income taxes for only certain of the operating subsidiaries of the Company and Holdings LLC that are taxed as C corporations. Following the completion of the Organizational Transactions, the Company also 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. Net Income Attributable to Noncontrolling Interest – The Company is the primary beneficiary of a variable interest entity (“VIE”) and, as a result, includes the VIE’s results of operations and financial position in the Company’s consolidated financial statements. The Company reports the VIE’s net income attributable to the VIE’s third-party equity holders as net income attributable to noncontrolling interest. Net Income Attributable to Redeemable Noncontrolling Interests – represents the portion of Holdings LLC’s net income or loss that is attributable to ATS Investment Holdings, as holders of all of the Holdings LLC Series B units. 26 Table of Contents Results of Operations For the Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025 The following table sets forth our results of operations for the periods indicated (in thousands): Three Months Ended June 30, Change 2026 2025 $ % Revenue: Products $ 168,668 $ 70,836 $ 97,832 138.1 % Services 33,123 30,298 2,825 9.3 % Total revenue 201,791 101,134 100,657 99.5 % Cost of revenue: Products 130,319 58,634 71,685 122.3 % Services 23,825 24,124 (299) (1.2) % Total cost of revenue 154,144 82,758 71,386 86.3 % Gross profit 47,647 18,376 29,271 159.3 % Operating expenses: Selling, general, and administrative 22,469 9,383 13,086 139.5 % Research and development 5,639 7,194 (1,555) (21.6) % Amortization of intangible assets 4,168 4,125 43 1.0 % Change in contingent consideration — 1,214 (1,214) (100.0) % Total operating expenses 32,276 21,916 10,360 47.3 % Income (loss) from operations 15,371 (3,540) 18,911 (534.2) % Other income (expense), net: Interest expense (3,977) (8,378) 4,401 (52.5) % Interest income 1,106 130 976 750.8 % Change in fair value of derivative liability (3,295) — (3,295) 100.0 % Other (expense) income, net (57) — (57) 100.0 % Total other expense, net (6,223) (8,248) 2,025 (24.6) % Income (loss) before income taxes 9,148 (11,788) 20,936 (177.6) % Provision for income taxes 2,454 42 2,412 5742.9 % Net income (loss) 6,694 (11,830) 18,524 (156.6) % Net income attributable to noncontrolling interest 76 14 62 442.9 % Net income attributable to redeemable noncontrolling interests 4,290 — 4,290 100.0 % Net income (loss) attributable to AEVEX Corp. $ 2,328 $ (11,844) $ 14,172 (119.7) % Products Revenue Products revenue increased to $168.7 million from $70.8 million, or by $97.9 million and 138.1%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase is due to $99.6 million of higher revenue in our Tactical Systems segment. $72.2 million of the $99.6 million increase is from our EUCOM AOR Deep Strike program with the remainder of the increase being primarily from other UAS products. The $99.6 million of higher revenue in our Tactical Systems segment was offset by $1.8 million of lower revenue in our Global Solutions segment primarily from aircraft modifications and testing products. Services Revenue Services revenue increased to $33.1 million from $30.3 million, or by $2.8 million and 9.3%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase is primarily due to $2.5 million of higher revenue in our Tactical Systems segment primarily from UAS support services. 27 Table of Contents Cost of Products Revenue Cost of products revenue increased to $130.3 million from $58.6 million, or by $71.7 million and 122.3%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase is primarily due to higher cost of revenue in our Tactical Systems segment. $57.6 million of the increase is from our EUCOM AOR Deep Strike program with the remainder of the increase being primarily from other UAS products. The $57.6 million of higher costs from our EUCOM AOR Deep Strike program is comprised of an approximately $50.6 million increase in materials related costs and an approximately $7.0 million increase in direct and indirect labor costs. Cost of Services Revenue Cost of services revenue decreased to $23.8 million from $24.1 million, or by $0.3 million and 1.2%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Gross Profit Gross profit increased to $47.6 million from $18.4 million, or by $29.2 million and 159.3%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The gross profit percentage increased from 18.2% for the three months ended June 30, 2025 to 23.6% for the three months ended June 30, 2026. The increase was primarily due to $99.6 million of higher revenue and $73.6 million of higher costs in our Tactical Systems segment primarily from UAS products. Selling, General and Administrative Selling, general, and administrative expenses increased to $22.5 million from $9.4 million, or by $13.1 million and 139.5%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily due to a $5.8 million increase in professional fees related to our IPO process, secondary offering and business acquisition, a $3.0 million increase in incentive compensation expense, a $2.1 million increase in new employee-related costs, and a $1.6 million increase in noncash stock compensation expense. Research and Development Research and development expenses decreased to $5.6 million from $7.2 million, or by $1.6 million and 21.6%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily due to the $1.6 million decrease in development activities for UAS products and services. Amortization of Intangible Assets Amortization of intangible assets increased to $4.2 million from $4.1 million, or by $0.1 million and 1.0%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Change in Contingent Consideration As part of the acquisition of Tribe Aerospace, LLC in 2022, the Company agreed to pay contingent consideration to the sellers for any EBITDA (as defined in the earnout arrangement) recognized over certain thresholds during the earnout period from 2022 to 2024. The contingent consideration was settled using a combination of cash and Class A units of Holdings LLC based on converting a portion of each contingent payment to units at the fixed contractual price per unit. The change in fair value of the liability during the three months ended June 30, 2025 represents accretion of the discounted liability outstanding during the period. All earnout arrangement liabilities were settled as of December 31, 2025. Interest Expense Interest expense decreased to $4.0 million from $8.4 million, or by $4.4 million and 52.5%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily due to lower debt obligations outstanding and lower interest rates under the New Credit Facilities as compared to the Prior Credit Facilities, which is partially offset by the $0.9 million loss on debt extinguishment recognized during the three months ended June 30, 2026. 28 Table of Contents Interest Income Interest income increased to $1.1 million from $0.1 million, or by $1.0 million and 750.8%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily due to interest earned on higher cash balances resulting from the net proceeds from the IPO. Change in Fair Value of Derivative Liability During December 2025 and the three months ended March 31, 2026, the Company issued Series A preferred units with conversion features that represent an embedded derivative that is 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 for the three months ended June 30, 2026. Other (Expense) Income, Net Other expense, net decreased to $(0.1) million from $0, or by $0.1 million, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Provision for Income Taxes The provision for income taxes increased to $2.5 million from $42 thousand, or by $2.5 million, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase is because 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. 29 Table of Contents For the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025 The following table sets forth our results of operations for the periods indicated (in thousands): Six Months Ended June 30, Change 2026 2025 $ % Revenue: Products $ 360,512 $ 97,323 $ 263,189 270.4 % Services 57,972 57,069 903 1.6 % Total revenue 418,484 154,392 264,092 171.1 % Cost of revenue: Products 270,477 82,875 187,602 226.4 % Services 43,866 50,079 (6,213) (12.4) % Total cost of revenue 314,343 132,954 181,389 136.4 % Gross profit 104,141 21,438 82,703 385.8 % Operating expenses: Selling, general, and administrative 41,881 17,971 23,910 133.0 % Research and development 8,976 16,684 (7,708) (46.2) % Amortization of intangible assets 8,290 8,205 85 1.0 % Change in contingent consideration — 2,435 (2,435) (100.0) % Total operating expenses 59,147 45,295 13,852 30.6 % Income (loss) from operations 44,994 (23,857) 68,851 (288.6) % Other income (expense), net: Interest expense (10,521) (15,557) 5,036 (32.4) % Interest income 1,212 344 868 252.3 % Change in fair value of derivative liability (5,695) — (5,695) 100.0 % Other (expense) income, net 156 — 156 100.0 % Total other expense, net (14,848) (15,213) 365 (2.4) % Income (loss) before income taxes 30,146 (39,070) 69,216 (177.2) % Provision for income taxes 2,454 82 2,372 2892.7 % Net income (loss) 27,692 (39,152) 66,844 (170.7) % Net income attributable to noncontrolling interest 148 21 127 604.8 % Net income attributable to redeemable noncontrolling interests 4,290 — 4,290 100.0 % Net income (loss) attributable to AEVEX Corp. $ 23,254 $ (39,173) $ 62,427 (159.4) % Products Revenue Products revenue increased to $360.5 million from $97.3 million, or by $263.2 million and 270.4%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase is primarily due to $260.6 million of higher revenue in our Tactical Systems segment. $228.2 million of the $260.6 million increase is from our EUCOM AOR Deep Strike program with the remainder of the increase being primarily from other UAS products. The increase is also due to $2.6 million of higher revenue in our Global Solutions segment primarily from aircraft modifications and testing products. Services Revenue Services revenue increased to $58.0 million from $57.1 million, or by $0.9 million and 1.6%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase is primarily due to $2.9 million of higher revenue in our Tactical Systems segment primarily from UAS support services, which is partially offset by $2.0 million of lower revenue in our Global Solutions segment primarily from mission support, intelligence, surveillance, and reconnaissance services. 30 Table of Contents Cost of Products Revenue Cost of products revenue increased to $270.5 million from $82.9 million, or by $187.6 million and 226.4%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase is primarily due to higher costs of revenue in our Tactical Systems segment. $172.3 million of the increase is from our EUCOM AOR Deep Strike program with the remainder of the increase being primarily from other UAS products. The $172.3 million of higher costs from our EUCOM AOR Deep Strike program is comprised of an approximately $159.9 million increase in materials related costs and an approximately $12.4 million increase in direct and indirect labor costs. Cost of Services Revenue Cost of services revenue decreased to $43.9 million from $50.1 million, or by $6.2 million and 12.4%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The lower costs of service revenue is primarily due to a $3.4 million decrease in labor and material costs of an expiring contract in the Global Solutions segment and a $2.2 million decrease in labor and material costs of an expiring contract in the Tactical Solutions segment. Gross Profit Gross profit increased to $104.1 million from $21.4 million, or by $82.7 million and 385.8%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The gross profit percentage increased from 13.9% for the six months ended June 30, 2025 to 24.9% for the six months ended June 30, 2026. The increase was primarily due to $263.5 million of higher revenue and $187.8 million of higher costs in our Tactical Systems segment primarily from UAS products. Selling, General and Administrative Selling, general, and administrative expenses increased to $41.9 million from $18.0 million, or by $23.9 million and 133.0%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to a $11.6 million increase in professional fees related to our IPO process, secondary offering and business acquisition, a $5.0 million increase in incentive compensation expense, a $3.9 million increase in new employee-related costs, a $1.6 million increase in noncash stock compensation expense, and a $1.1 million repurchase of Incentive Units during the six months ended June 30, 2026. Research and Development Research and development expenses decreased to $9.0 million from $16.7 million, or by $7.7 million and 46.2%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily due to the decrease in development activities for UAS products and services. Amortization of Intangible Assets Amortization of intangible assets increased to $8.3 million from $8.2 million, or by $0.1 million and 1.0%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Change in Contingent Consideration As part of the acquisition of Tribe Aerospace, LLC in 2022, the Company agreed to pay contingent consideration to the sellers for any EBITDA (as defined in the earnout arrangement) recognized over certain thresholds during the earnout period from 2022 to 2024. The contingent consideration was settled using a combination of cash and Class A units of Holdings LLC based on converting a portion of each contingent payment to units at the fixed contractual price per unit. The change in fair value of the liability during the six months ended June 30, 2025 represents accretion of the discounted liability outstanding during the period. All earnout arrangement liabilities were settled as of December 31, 2025. 31 Table of Contents Interest Expense Interest expense decreased to $10.5 million from $15.6 million, or by $5.1 million and 32.4%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily due to lower debt obligations outstanding and lower interest rates under the New Credit Facilities as compared to the Prior Credit Facilities, which was partially offset by the $0.9 million loss on debt extinguishment recognized during the six months ended June 30, 2026. Interest Income Interest income increased to $1.2 million from $0.3 million, or by $0.9 million and 252.3%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily due to interest earned on higher cash balances resulting from the net proceeds from the IPO. Change in Fair Value of Derivative Liability During December 2025 and the three months ended March 31, 2026, the Company issued Series A preferred units with conversion features that represent an embedded derivative that is 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 for the six months ended June 30, 2026. Other (Expense) Income, Net Other income, net increased to $0.2 million from $0, or by $0.2 million, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Provision for Income Taxes The provision for income taxes increased to $2.5 million from $0.1 million, or by $2.4 million, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase is because 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. 32 Table of Contents Results by Segment For the Three Months Ended June 30, 2026 Compared to the Three Months Ended June 30, 2025 We measure the performance of our reportable segments based on total segment revenue and Segment Adjusted EBITDA. Our operating and reportable segments are Tactical Systems and Global Solutions. The following table presents total revenue by segment, Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin (in thousands): Three Months Ended June 30, Change 2026 2025 $ % Tactical Systems Segment revenue $ 174,220 $ 72,100 $ 102,120 141.6 % Segment Adjusted EBITDA $ 29,562 $ 2,939 $ 26,623 905.9 % Segment Adjusted EBITDA Margin 17.0 % 4.1 % Global Solutions Segment revenue $ 27,571 $ 29,034 $ (1,463) (5.0) % Segment Adjusted EBITDA $ 3,903 $ 2,153 $ 1,750 81.3 % Segment Adjusted EBITDA Margin 14.2 % 7.4 % For a discussion of Segment Adjusted EBITDA, please refer to Item 1. Financial Statements, Note 14, “Segment Information” of the notes to the condensed consolidated financial statements. Tactical Systems Tactical Systems segment revenue increased to $174.2 million from $72.1 million, or by $102.1 million and 141.6%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase is primarily due to $102.1 million of higher revenue from UAS products and support services. Tactical Systems Adjusted EBITDA increased to $29.6 million from $2.9 million, or by $26.7 million, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase is primarily due to the increase in products revenue and the decrease in research and development expense for UAS products and services discussed above, which is offset by the increase in cost of products revenue and the increase in selling, general and administrative expenses for incentive compensation expense and new employee-related costs discussed above. Global Solutions Global Solutions segment revenue decreased to $27.6 million from $29.0 million, or by $1.4 million and 5.0%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease is primarily due to $1.8 million of lower revenue in our Global Solutions segment primarily from aircraft modifications and testing products. Global Solutions Adjusted EBITDA increased to $3.9 million from $2.2 million, or by $1.7 million, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase is primarily due to decrease in selling, general, and administrative expenses, research and development expenses, and cost of products, which is partially offset by the decrease in revenue primarily from aircraft modifications and testing products. 33 Table of Contents For the Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025 We measure the performance of our reportable segments based on total segment revenue and Segment Adjusted EBITDA. Our operating and reportable segments are Tactical Systems and Global Solutions. The following table presents total revenue by segment, Segment Adjusted EBITDA and Segment Adjusted EBITDA Margin (in thousands): Six Months Ended June 30, Change 2026 2025 $ % Tactical Systems Segment revenue $ 365,017 $ 101,551 $ 263,466 259.4 % Segment Adjusted EBITDA $ 68,083 $ (6,928) $ 75,011 (1082.7) % Segment Adjusted EBITDA Margin 18.7 % (6.8) % Global Solutions Segment revenue $ 53,467 $ 52,841 $ 626 1.2 % Segment Adjusted EBITDA $ 8,104 $ 50 $ 8,054 16108.0 % Segment Adjusted EBITDA Margin 15.2 % 0.1 % For a discussion of Segment Adjusted EBITDA, please refer to Item 1. Financial Statements, Note 14, “Segment Information” of the notes to the condensed consolidated financial statements. Tactical Systems Tactical Systems segment revenue increased to $365.0 million from $101.6 million, or by $263.4 million and 259.4%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase is primarily due to $263.5 million of higher revenue from UAS products and support services. Tactical Systems Adjusted EBITDA increased to $68.1 million from $(6.9) million, or by $75.0 million, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase is primarily due to the increase in products revenue and the decrease in research and development expense for UAS products and services discussed above, which is offset by the increase in cost of products revenue and the increase in selling, general and administrative expenses for incentive compensation expense and new employee-related costs discussed above. Global Solutions Global Solutions segment revenue increased to $53.5 million from $52.8 million, or by $0.7 million and 1.2%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase is primarily due to $2.6 million of higher revenue from aircraft modifications and testing products and services, which is offset by $2.0 million of lower revenue from mission support, intelligence, surveillance, and reconnaissance products and services. Global Solutions Adjusted EBITDA increased to $8.1 million from $0.1 million, or by $8.0 million, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase is primarily due to higher gross profit from aircraft modification and testing products and services and mission support, intelligence, surveillance, and reconnaissance services and lower research and development expenses. Non-GAAP Financial Measures We use certain non-GAAP key performance indicators to evaluate our business operations, including Adjusted EBITDA, Adjusted EBITDA Margin and free cash flow. The non-GAAP financial measures presented in this Quarterly Report on Form 10-Q are supplemental measures of our performance that we believe help investors understand our financial condition and operating results and assess our future prospects. We believe that presenting these non-GAAP financial measures, in addition to the corresponding GAAP financial measures, are important supplemental measures that exclude non-cash or other items that may not be indicative of or are unrelated to our core operating results and the overall health of our company. We believe that these non-GAAP financial measures provide investors with greater transparency to the information used by management for its operational decision-making. We further believe that providing this information assists our investors in understanding our operating performance and the methodology used by management to evaluate and measure such performance. When read in conjunction with our 34 Table of Contents GAAP results, these non-GAAP financial measures provide a baseline for analyzing trends in our underlying businesses and can be used by management as a basis for financial, operational and planning decisions. Finally, these measures are often used by analysts and other interested parties to evaluate companies in our industry. Management recognizes that these non-GAAP financial measures have limitations, including that they may be calculated differently by other companies or may be used under different circumstances or for different purposes, thereby affecting their comparability from company to company. In order to compensate for these and the other limitations discussed below, management does not consider these measures in isolation from or as alternatives to the comparable financial measures determined in accordance with GAAP. Readers should review the reconciliations below and should not rely on any single financial measure to evaluate our business. The reasons we use these non-GAAP financial measures and the reconciliations to their most directly comparable GAAP financial measures follow. Adjusted EBITDA and Adjusted EBITDA Margin We define Adjusted EBITDA as net income (loss) before 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. We define Adjusted EBITDA Margin as Adjusted EBITDA divided by revenue. We believe that Adjusted EBITDA and Adjusted EBITDA Margin are important metrics for management and investors as they remove the impact of items that we do not believe are indicative of our core operating results or the overall health of our company and allow for consistent comparison of our operating results over time and relative to our peers. The following table presents a reconciliation of net income to Adjusted EBITDA and Adjusted EBITDA Margin 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 Net income (loss) $ 6,694 $ (11,830) $ 27,692 $ (39,152) Interest expense 3,977 8,378 10,521 15,557 Interest income (1,106) (130) (1,212) (344) Provision for income taxes 2,454 42 2,454 82 Depreciation and amortization 5,478 5,498 10,787 10,671 Other (expense) income, net 57 — (156) — Change in contingent consideration — 1,214 — 2,435 Change in fair value of derivative liability 3,295 — 5,695 — Noncash stock compensation 1,731 — 1,731 — IPO-related costs(1) — — 1,475 — Secondary Offering related costs(2) 2,967 — 2,967 — Business acquisition costs 2,268 — 2,268 — Other(3) 333 456 333 1,019 Adjusted EBITDA $ 28,148 $ 3,628 $ 64,555 $ (9,732) Total revenue $ 201,791 $ 101,134 $ 418,484 $ 154,392 Net income (loss) margin 3.3 % (11.7) % 6.6 % (25.4) % Adjusted EBITDA Margin 13.9 % 3.6 % 15.4 % (6.3) % (1) Represents non-recurring professional service fees related to the public offering and IPO readiness. (2) Represents non-recurring professional service fees related to the Secondary Offering. (3) Other for the three and six months ended June 30, 2026 includes $0.3 million of process improvement costs. Other for the three and six months ended June 30, 2025 primarily includes $0.4 million and $0.9 million, respectively, of legal fees related to the non-recurring Viking legal settlement. 35 Table of Contents Liquidity and Capital Resources We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital needs, capital expenditures, contractual obligations, debt service, acquisitions, and other commitments. Our principal sources of liquidity to date have included cash provided by operating activities, amounts raised through issuances of equity capital, including the IPO, and borrowings under our credit agreements. We currently expect that our principal future sources of funding will include our current cash balance, cash provided by operating activities, our New Credit Agreement and proceeds from other forms of debt financing and equity offerings. On April 20, 2026, we completed our IPO of 18,400,000 shares of our Class A common stock at a price of $20.00 per share, resulting in net cash proceeds of $345.9 million, after deducting underwriting discounts and commissions. In addition, 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 AEVEX Corp. for the purchase of newly issued Series A units (i) to repay approximately $258.5 million of outstanding borrowings under our 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 with the IPO and Organizational Transactions and (iv) for general corporate purposes. After the consummation of the IPO, AEVEX Corp. is a holding company and has no material assets other than its ownership of equity interests in Holdings LLC. AEVEX Corp. will have no independent means of generating revenue or cash flow. Under the terms of the LLC Operating Agreement and the Tax Receivable Agreement (“TRA”), Holdings LLC is obligated to make tax distributions to the LLC Unitholders, including us. To the extent that Holdings LLC has available cash, we intend to cause Holdings LLC to make cash distributions to the LLC Unitholders, including us, in amounts sufficient to (1) fund all or part of their tax obligations in respect of taxable income allocated to them and (2) cover our operating expenses, including payments under the Tax Receivable Agreement. The actual amount and timing of any payments under the TRA will vary depending upon a number of factors, including the timing of exchanges by ATS Investment Holdings (or certain permitted transferees thereof), the amount of gain recognized by ATS Investment Holdings (or certain permitted transferees thereof), the amount and timing of the taxable income we generate in the future and the federal tax rates then applicable. However, we expect that the payments AEVEX Corp. will be required to make under the TRA will be substantial and could materially affect our liquidity. 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 and a corresponding estimated TRA liability of $59.0 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 and a corresponding increase in the estimated TRA liability of $36.9 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. As of June 30, 2026, the total estimated amount due under the TRA was $95.9 million, and the Company has not been required to make a payment under the TRA. If the LLC Unitholders were to exchange all of the LLC Units that they hold as of June 30, 2026, we would recognize an incremental deferred tax asset of approximately $348.9 million and a noncurrent liability of approximately $296.6 million based on the Company’s estimate of the aggregate amount that it will pay under the TRA as a result of such hypothetical exchange, assuming: (i) a price of $20.89 per share of our Class A common stock, which was the closing price of our Class A common stock on June 30, 2026; (ii) a constant blended U.S. federal and state corporate tax rate of 24.1%; (iii) we will have sufficient taxable income to fully utilize the tax benefits; and (iv) no material changes in tax law. The deferred tax asset amount is just the tax savings from the incremental tax basis subject to the TRA and does not include the total partnership deferred adjustment and any indirect effects. 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, income tax distributions to the LLC Unitholders were $3.0 million. 36 Table of Contents There can be no assurance that Holdings LLC and its subsidiaries will generate sufficient cash flow to distribute funds to us or that applicable state law and contractual restrictions, including negative covenants in debt instruments of Holdings LLC and its subsidiaries, will permit such distributions. Any payments made by us under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to use and, to the extent that we are unable to make payments under the TRA for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid by us. If AEVEX Corp. does not have sufficient funds to pay taxes, payments under the TRA or other liabilities or to fund its operations, it may have to borrow funds, which could materially adversely affect its liquidity and financial condition and subject it to various restrictions imposed by any such lenders. In addition to payments required by the TRA, our expected primary uses of cash on a short and long-term basis are for potential acquisitions, including the proposed acquisition of BlackSea Technologies, working capital requirements, capital expenditures, R&D, debt service requirements, and other general corporate purposes. Our primary working capital requirements are for project execution activities including purchases of materials, subcontracted services and payroll, which fluctuate during the year, driven primarily by the timing and extent of activities required on new and existing projects. Our ability to generate sufficient liquidity from our ongoing operations and debt financing and capital markets transactions in order to meet our obligations and operating needs will enable us to continue our business operations. If we require additional capital and are unsuccessful in raising that capital, we may not be able to continue our business operations and/or may be unable to advance growth initiatives, either of which could adversely impact our business, financial condition, and results of operations. We believe that our cash and cash equivalents, cash provided by our operations, and amounts available under our New Credit Agreement will be adequate to meet our liquidity requirements for at least the next 12 months, including with respect to the proposed acquisition of BlackSea Technologies. We intend to fund the cash consideration of the Transaction with cash on hand and borrowings under the New Credit Facilities, and closing is not conditioned on financing. We also intend to issue the Company Shares as part of the Closing Merger Consideration. Our future long-term capital requirements will depend on several factors, including our ability to raise additional capital and, over time, our ability to generate positive cash flows from operations. Accordingly, we may try to raise additional capital, whether in the public or private markets. We intend to use cash and cash equivalents and borrowings under our New Credit Agreement to fund our future activities. To the extent those funds are not sufficient, we may seek to raise additional funds through equity, equity-linked or debt financings. We may enter into agreements or letters of intent with respect to potential investments in, or acquisitions of, complementary businesses, services or technologies, which could also require us to seek additional equity financing, incur indebtedness or use cash resources. The following table summarizes select financial data relevant to our liquidity and capital resources as of June 30, 2026 and December 31, 2025 (in thousands): June 30, 2026 December 31, 2025 Cash and cash equivalents $ 215,238 $ 27,908 Total debt maturities (including current portion) 100,000 259,135 New Credit Facilities On April 20, 2026, we entered into the New Credit Agreement that 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, the aggregate principal amount borrowed under the New Credit Facilities is $100.0 million from the Term Loan Facility. Borrowings under the New Revolving Credit Facility and the New Delayed Draw Term Loan Facility may vary significantly from time to time depending on our cash needs at any given time. 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. 37 Table of Contents 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. 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. The Revolving Credit Facility does not amortize. The Term Loan Facility and the 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 % Prior Credit Facilities On March 18, 2020 we 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. 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 our assets and our subsidiaries. 38 Table of Contents 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 as set forth in the Credit Agreement. In addition to paying interest on loans outstanding under the Term Loan and the Revolving Credit Facility, we were required to pay a commitment fee of 0.50% per annum of unused commitments under the Revolving Credit Facility. We were required to pay customary fronting, issuance, and administrative fees for the issuance of letters of credit. 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. 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 LLC Agreement, the Series A preferred units initially 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 unreturned Series A preferred capital balance. Holders of Series A preferred units had a liquidation and dividend preference over all other unitholders, until receipt of all accrued returns and return of the initial capital. The Series A preferred units also provided holders with certain conversion rights. Except as specifically provided in the LLC Agreement, the Series A preferred units did not confer general voting rights. Series A preferred unit holders were entitled to certain customary rights and subject to certain customary obligations as a member of the Company as set forth in the LLC Agreement. 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. The $100.0 million fair value at issuance (net of $0.1 million of issuance costs) was allocated between the Series A preferred units and the embedded derivative, 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 represents 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 embedded derivative. 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 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. 39 Table of Contents 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, respectively, 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. Cash Flow Activity The following table summarizes our cash flows for the periods indicated (in thousands): Six Months Ended June 30, 2026 2025 Net cash provided by (used in) operating activities $ 8,616 $ (27,865) Net cash used in investing activities (3,533) (6,280) Net cash provided by financing activities 183,142 8,504 Operating Activities Net cash provided by operating activities for the six months ended June 30, 2026 was $8.6 million, compared to net cash used in operating activities of $27.9 million for the six months ended June 30, 2025. The $36.5 million favorable change in cash flow from operations was primarily due to the $73.8 million increase in net income, net of non-cash items, partially offset by the $42.1 million increase in net operating assets during the six months ended June 30, 2026 versus the $4.8 million increase in net operating assets during the six months ended June 30, 2025. The $42.1 million increase in net operating assets during the six months ended June 30, 2026 is primarily due to the timing of our cash payments to fulfill the EUCOM AOR Deep Strike program versus the timing of cash receipts from the customer, combined with an overall increase in revenue during the six months ended June 30, 2026 versus the six months ended June 30, 2025. Investing Activities Net cash used in investing activities for the six months ended June 30, 2026 decreased by $2.8 million to $3.5 million, compared to $6.3 million for the six months ended June 30, 2025. The decrease in net cash used in investing activities was primarily due to a $1.6 million decrease in business acquisition-related payments during the six months ended June 30, 2026 and a $0.9 million decrease in purchases of property and equipment during the six months ended June 30, 2026. Financing Activities Net cash provided by financing activities for the six months ended June 30, 2026 was $183.1 million, as compared to net cash provided by financing activities of $8.5 million for the six months ended June 30, 2025. The change in financing cash flows was primarily due to the following activities during the six months ended June 30, 2026: (i) the IPO net proceeds of approximately $345.9 million and (ii) the $98.1 million net proceeds from the new Term Loan Facility, partially offset by (i) the payment of approximately $258.5 million of outstanding borrowings under the Prior Credit Facilities, and (ii) the $12.3 million payments of IPO costs. Free Cash Flow We consider free cash flow to be a useful, supplemental measure of our ability to generate cash on a normalized basis. We use free cash flow to supplement GAAP measures in evaluating our flexibility to allocate capital and pursue opportunities that may enhance shareholder value and the effectiveness of our strategies, to make budgeting decisions and to compare our performance against that of our peer companies, many of which present similar non-GAAP financial measures. 40 Table of Contents While expenditures and dispositions of property and equipment will fluctuate on a period-to-period basis, we seek to ensure that we have adequate capital on hand to maintain ongoing operations and enable growth of the business. Additionally, free cash flow is of limited usefulness in that it does not represent residual cash flows available for discretionary expenditures due to the fact the measures do not deduct the payments required for debt service and other contractual obligations or payments. We define free cash flow as the sum of our net cash provided by (used in) operating activities less our capital expenditures. Our calculation of free cash flow may not be comparable to the calculation of similarly titled measures reported by other companies. The reconciliation between free cash flow and net cash provided by (used in) operating activities (the most comparable GAAP measure) for the periods presented is shown below (in thousands): Six Months Ended June 30, 2026 2025 Net cash provided by (used in) operating activities $ 8,616 $ (27,865) Purchases of property and equipment (3,268) (4,203) Free cash flow $ 5,348 $ (32,068) There can be no assurance that we will not modify the presentation of the previously presented non-GAAP financial measures in the future, and any such modification may be material. Non-GAAP financial measures have important limitations as analytical tools and you should not consider non-GAAP financial measures in isolation or as a substitute for analyses of our operating results or cash flows as reported under U.S. GAAP. Non-GAAP financial measures may be defined differently by other companies in our industry and may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. Contractual Obligations We enter into contractual obligations in the normal course of business. Lease Commitments We lease buildings, warehouses, and office facilities. The remaining lease terms are generally between 0.3 to 4.0 years. These leases are classified as operating leases. Our total remaining undiscounted future minimum lease payments as of June 30, 2026 were $9.9 million, with $3.6 million due in less than one year. See Note 6, “Leases,” in our unaudited condensed consolidated financial statements and related notes thereto included herein and Note 10, “Leases,” in our audited consolidated financial statements and related notes thereto included in the IPO Prospectus for further information related to our lease obligations. 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. Off-Balance Sheet Arrangements As of June 30, 2026 and December 31, 2025, we had no material off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Critical Accounting Estimates The following should be read in conjunction with the critical accounting estimates presented in the IPO Prospectus. Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. When we prepare these consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Some of 41 Table of Contents our accounting policies require that we make subjective judgments, including estimates that involve matters that are inherently uncertain. Our most critical estimates include 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. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Our actual results may differ from these estimates under different assumptions or conditions. Included below are selected critical accounting estimates that were added or modified during the three months ended June 30, 2026. For further discussion regarding critical accounting estimates, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the years ended December 31, 2025 and 2024 in the IPO Prospectus. Revenue Recognition Adjustments to original estimates for a contract’s revenue, estimated costs at completion and estimated profit or loss are often required as work progresses under a contract, as experience is gained and as more information is obtained, even though the scope of work required under the contract may not change, or if contract modifications, including the finalization of undefinitized contract actions, occur. The impact of revisions in estimate of completion and variable consideration for all types of contracts is recognized on a cumulative catch-up basis in the period in which the revisions are made. Changes in variable consideration associated with the finalization of undefinitized contract actions could result in cumulative catch up adjustments to revenue that could be material. During the three and six months ended June 30, 2026 and 2025, changes in accounting estimates on contracts recognized using the over time method are presented below. Amounts representing contract change orders or claims are included in revenue if the order or claim meets the criteria of a contract or contract modification in accordance with ASU 2014-09, Revenue from Contracts with Customers (“ASC 606”). The table below summarizes the favorable (unfavorable) impact to revenue as a result of changes in the estimated progress towards completion across programs 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 Revenue $ (4,488) $ 385 $ (2,115) $ 231 Stock Compensation Subsequent to the Organizational Transactions and the IPO, the Company granted performance-based restricted stock units (“PSUs”) to certain employees. PSUs represent the right to receive shares of Class A common stock at specified future dates. The Company accounts for stock compensation in accordance with ASC 718, Compensation — Stock Compensation (“ASC 718”). Stock compensation expense recognition starts on the grant date and 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 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. Accordingly, the Company is required to estimate the number of PSUs that ultimately will vest, which is inherently uncertain and requires significant judgment. 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 has 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 has been determined by the Board of Directors. 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. 42 Table of Contents 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. The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). The Company recognizes for AEVEX Corp. and certain 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 includes federal and certain state jurisdictions. Tax Receivable Agreement In connection with the Organizational Transactions, AEVEX Corp. entered into the Tax Receivable Agreement (“TRA”) with the TRA Rights Holders. The TRA provides for the payment by AEVEX Corp. to such pre-IPO owners of 85% of certain specified U.S. federal, state and local income tax benefits, if any, that the Company actually realizes. We will retain the benefit of the remaining 15% of these net cash savings. 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. Changes in the estimated TRA liability may occur based on changes in expected future taxable income, changes in applicable tax rates or other changes in tax attributes that may occur and impact the expected future tax benefits to be realized by the Company. Estimating future taxable income is a key input in calculating the TRA liability, and is inherently uncertain and requires significant judgment. As of June 30, 2026, our estimated TRA liability balance was approximately $95.9 million.