FiledMay 26, 2026 - 7:02 AM ET

AADXApplied Aerospace & Defense, Inc.NYSE

Applied Aerospace files S-1/A for 32.5M‑share IPO to list as AADX

S-1/AIPO / ListingneutralImpact60

AADX Price

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N/A$0.00 (+0.00%)

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Why It Matters

The IPO funds will materially reduce leverage, but concentrated ownership and disclosed legal/contract provisions affect governance and public float

Summary

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Applied Aerospace & Defense filed an amendment to its Form S-1 registering 32,500,000 common shares for an initial public offering with an estimated price range of $18.00 to $21.00 per share. The company applied to list on the NYSE under ticker AADX and expects to use proceeds largely to repay term loans and a revolving facility. Affiliates of Greenbriar will control roughly 81% post-offering, leaving the company a NYSE “controlled company.”

Score60

Score Rationale

neutral

S-1/A with price range and material governance notes

Bullish

Large proceeds earmarked to repay term loans
Planned NYSE listing increases liquidity and visibility
High proportion of sole/single-source revenue (~87%)

Bearish

Greenbriar affiliates to own ~81% post-offering
Material legal and restrictive employment/contract provisions disclosed
Emerging growth company status reduces some disclosure

Key Evidence

Offering of 32,500,000 shares; estimated price range $18.00–$21.00
Applied to list common stock on the New York Stock Exchange under symbol “AADX.”
Expect ~ $588.9M net proceeds (midpoint $19.50); ~$532.8M to repay term loans

What To Watch Next

SEC declaration of effectiveness and final pricing notice
Underwriters’ exercise of 4,875,000‑share overallotment option
Final underwriting agreement and any qualified independent underwriter disclosures

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AADX Market Context

Sectoraerospace & defense

Industryaerospace & defense manufacturing

Themedefense_geopolitics

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Original Filing Text

SEC filing text preserved from the raw item store.

### S-1/A - S-1/A
S-1/A
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d25758ds1a.htm
S-1/A

S-1/A

Table of Contents

As filed with the U.S. Securities and Exchange Commission on May 26, 2026.

Registration No. 333-295691

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1
TO

FORM S-1

REGISTRATION STATEMENT

UNDER
THE
SECURITIES ACT OF 1933

Applied Aerospace & Defense, Inc.

(Exact name of registrant as specified in its charter)

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Delaware |
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92-0890338 |

(State or other jurisdiction of

incorporation or organization)
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(Primary Standard Industrial

Classification Code Number)
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(I.R.S. Employer

Identification No.)
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355 Quality Circle NW

Huntsville, AL 35806
(202)
983 3291
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

James William Ferguson, III

Chief Executive Officer

355 Quality Circle NW

Huntsville, AL 35806
(202)
983 3291
(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

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Ross M. Leff

Christie W.S. Mok
Aaron Z.
Simons
Kirkland & Ellis LLP

601 Lexington Avenue
New
York, New York 10022
(212) 446-4800
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Michael Kaplan

Roshni Banker Cariello

Davis Polk & Wardwell LLP

450 Lexington Avenue
New
York, New York 10017
(212) 450-4000
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Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: ☐
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment, which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration
statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may not sell these securities until such time as the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated May 26, 2026

32,500,000 Shares

Applied Aerospace & Defense, Inc.

Common Stock

This is an initial public offering of Applied Aerospace & Defense, Inc. We are offering 32,500,000 shares of our common stock, par
value $0.01 per share.
Prior to this offering, there has been no public market for our common stock. It is currently estimated that the
initial public offering price per share will be between $18.00 and $21.00. We have applied to list our common stock on the New York Stock Exchange under the symbol “AADX.”

Immediately after this offering, affiliates of Greenbriar Equity Group, L.P. will beneficially own approximately 81.0% of our common stock (or
78.7% of our common stock if the underwriters’ option to purchase additional shares is exercised in full). As a result, after the completion of this offering, we will be a “controlled company” within the meaning of the corporate
governance standards of the New York Stock Exchange. See “Management—Controlled Company Exemption.”
We qualify as an
“emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, we have elected to take advantage of certain reduced public company reporting requirements for this prospectus and future
filings. See “Prospectus Summary—Emerging Growth Company.”

Investing in our common stock involves risks. See “ Risk Factors ” beginning on
page 22 of this prospectus.

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Initial public offering price
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Underwriting discounts and
commissions (1)
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Proceeds, before expenses, to us
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(1) |
See “Underwriting (Conflicts of Interest)” for a description of compensation to be paid to the
underwriters.
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We have granted the underwriters an option to purchase up to an additional 4,875,000 shares of common stock
from us at the initial offering price, less underwriting discounts and commissions, for 30 days after the date of this prospectus.
At our
request, the underwriters have reserved up to 1,625,000 shares of our common stock, or 5.0% of the shares offered by this prospectus (excluding the 4,875,000 additional shares that the underwriters have an option to purchase), for sale at the
initial public offering price through a directed share program to certain of our directors, officers, employees and others. See the section entitled “Underwriting (Conflicts of Interest)—Directed Share Program” for additional
information.
Neither the Securities and Exchange Commission nor any state securities commission or other regulatory body has
approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock against payment in New York, New York on or about ,
2026.

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Morgan Stanley |
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Jefferies |

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Co-Manager

Academy Securities
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Prospectus dated , 2026

Table of Contents

TABLE OF CONTENTS

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PROSPECTUS SUMMARY
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RISK FACTORS
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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USE OF PROCEEDS
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DIVIDEND POLICY
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CAPITALIZATION
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DILUTION
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
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BUSINESS
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MANAGEMENT
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98 |
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EXECUTIVE COMPENSATION
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104 |
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PRINCIPAL STOCKHOLDERS
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115 |
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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
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117 |
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DESCRIPTION OF MATERIAL INDEBTEDNESS
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DESCRIPTION OF CAPITAL STOCK
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SHARES AVAILABLE FOR FUTURE SALE
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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
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UNDERWRITING (CONFLICTS OF INTEREST)
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136 |
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LEGAL MATTERS
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EXPERTS
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WHERE YOU CAN FIND MORE INFORMATION
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149 |
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INDEX TO FINANCIAL STATEMENTS
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F-1 |
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Through and including , 2026 (the 25th day after the date of this prospectus), all dealers
effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with
respect to an unsold allotment or subscription.
We are responsible for the information contained in this prospectus and in any free writing prospectus we
prepare or authorize. We have not, and the underwriters have not, authorized anyone to provide you with different information, and we and the underwriters take no responsibility for any other information others may give you. We are not, and the
underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on
the cover of this prospectus.
Persons who come into possession of this prospectus and any applicable free writing prospectus in jurisdictions outside the
United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction.

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ABOUT THIS PROSPECTUS

Unless the context otherwise requires, all references in this prospectus to the “Company,” “Applied Aerospace,”
“we,” “us,” “our,” or similar terms refer to Applied Aerospace & Defense, Inc. and its consolidated subsidiaries.

Neither we nor the underwriters have authorized anyone to provide you with information or make any representations other than those contained
in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and provide no assurance as to the reliability of, any other information that
others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information appearing in this prospectus is accurate
as of the date on the front cover of this prospectus only. Our business, financial condition, results of operations and prospects may have changed since that date.

For investors outside the United States: we and the underwriters have not done anything that would permit this offering or possession or
distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe
any restrictions relating to, the offering of the shares of common stock and the distribution of this prospectus outside the United States.

TRADEMARKS
We own or
have rights to use various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may contain trademarks, service marks and trade names of third parties, which are the property of
their respective owners. Our use or display of third parties’ trademarks, service marks, trade names, or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement or sponsorship by us. Solely for
convenience, the trademarks, service marks, and trade names referred to in this prospectus may appear without the ® , TM or SM symbols, but the omission of such references is not intended
to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable owner of these trademarks, service marks and trade names.

MARKET AND INDUSTRY DATA

We use market data and industry forecasts and projections throughout this prospectus, and in particular in the sections captioned
“Prospectus Summary” and “Business.” We have obtained the market data from certain third-party sources of information, including publicly available industry publications. Industry forecasts are based on industry surveys and
the preparer’s expertise in the industry, and there can be no assurance that any of the industry forecasts will be achieved. Any industry forecasts are based on data (including third-party data), models and experience of various professionals
and are based on various assumptions, all of which are subject to change without notice. While we are not aware of any misstatements regarding the market data presented herein, industry forecasts and projections involve risks and uncertainties and
are subject to change based on various factors, including those discussed under the heading “Risk Factors.”
BASIS OF
PRESENTATION
Unless otherwise indicated, the information presented in this prospectus, other than our historical financial
statements (i) assumes no exercise of the underwriters’ option to purchase up to an additional 4,875,000 shares of common stock from us in this offering and (ii) is adjusted to reflect our 872,901.03-for-1 forward split of our common stock
(the “Stock Split”), occurring subsequent to the effectiveness of the registration statement of which

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this prospectus is a part, which will be effective upon filing of our amended and restated certificate of incorporation prior to the completion of this offering. Certain numbers reflected in this
prospectus represent approximations due to required rounding in connection with the anticipated Stock Split. The actual numbers will not differ materially from such approximations.

Historical Financial Information of Applied Aerospace & Defense, Inc.

Applied Aerospace & Defense, Inc., the registrant whose name appears on the cover of this registration statement, is a corporation
incorporated under the laws of the State of Delaware. We were originally formed as a corporation incorporated under the laws of the State of Delaware on October 7, 2022 under the name GB Eagle Topco, Inc. and subsequently changed our name to
Applied Aerospace & Defense, Inc. on November 14, 2025.
On November 14, 2025, AA&D Holdings, LP, our parent
company, completed a merger with Rotor Topco, LP (the “Combination”). Upon the completion of the Combination, all outstanding units of Rotor Topco, LP were automatically converted into units of AA&D Holdings, LP and all of Rotor
Topco, LP’s existing subsidiaries became subsidiaries of Applied Aerospace & Defense, Inc., resulting in the combination of the businesses previously operating as Applied Aerospace Structures Corporation (“AASC”) and PCX
Aerostructures, LLC (“PCX”). The Combination was accounted for as a common control transaction as both AA&D Holdings, LP and Rotor Topco, LP were under the common control of Greenbriar Equity Fund V, L.P., an entity affiliated with
Greenbriar Equity Group, L.P. (“Greenbriar”).
The historical consolidated financial statements, the summary historical
consolidated financial data and the other financial information included in this prospectus are those of Applied Aerospace & Defense, Inc. and have been retrospectively combined to reflect the Combination between Rotor Topco, LP and
AA&D Holdings, LP. The assets, liabilities, equity, revenues, and expenses of the combining entities have been presented on a combined basis for all periods presented using historical carrying amounts, and comparative periods reflect the
entities as if they had always been combined. The historical consolidated financial statements, the summary historical consolidated financial data and the other financial information of Applied Aerospace & Defense, Inc. included in this
prospectus also reflect our acquisition of each of Innovative Composite Engineering LLC (“ICEL”) and NeXolve Holdings, LLC (“NeXolve”), which were completed on October 1, 2024 and March 4, 2025, respectively, from
their acquisition dates and neither was significant under Rule 3-05 of Regulation S-X under the Securities Act of 1933, as amended (the “Securities Act”).

Historical Financial Information of Consolidated Boring Inc.

On March 2, 2026, the Company acquired 100% of the equity interests in Consolidated Boring Inc. (“CBI”). This prospectus
contains the audited consolidated financial statements of CBI as of and for the year ended December 31, 2025.
Unaudited Pro Forma
Condensed Combined Financial Information
This prospectus contains unaudited pro forma condensed combined financial information for the
three months ended March 31, 2026 and the year ended December 31, 2025. The unaudited pro forma condensed combined financial information contained in this prospectus is derived from “Unaudited Pro Forma Condensed Combined Financial
Information,” which has been prepared in accordance with Article 11 of Regulation S-X under the Securities Act.

The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2026 combines (i) the unaudited
condensed consolidated statement of operations of the Company for the three months ended March 31, 2026, which includes CBI’s operating results from the acquisition date, and (ii) the unaudited operating results for CBI from
January 1, 2026 through March 1, 2026. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 contained in this prospectus

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combines (i) the audited consolidated statement of operations of the Company for the year ended December 31, 2025 and (ii) the audited consolidated statement of operations of CBI
for the year ended December 31, 2025. Both sets of unaudited pro forma consolidated statements of operations give effect to the consummation of the acquisition of CBI, inclusive of the related financing arrangements, as described in
“Unaudited Pro Forma Condensed Combined Financial Information” (such transactions, collectively, the “Transactions”) as if they had been consummated on January 1, 2025.

The pro forma adjustments reflected in the unaudited pro forma condensed combined financial information set forth in this prospectus are based
upon available information and certain assumptions that management believes to be reasonable. The unaudited pro forma condensed combined financial information contained in this prospectus is provided for illustrative and informational purposes only
and does not purport to represent or be indicative of the consolidated results of operations or financial condition of the Company had the Transactions been completed as of the dates presented and should not be construed as representative of the
future consolidated results of operations or financial condition of the Company.
Certain amounts, percentages and other figures presented
in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals, dollars or percentage amounts of changes may not represent the arithmetic summation or calculation of the figures that precede them.

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PROSPECTUS SUMMARY

This summary highlights selected information contained elsewhere in this prospectus. It does not contain all of the information that may be
important to you and your investment decision. Before investing in our common stock, you should carefully read this entire prospectus, including the matters set forth under the sections of this prospectus captioned “Risk Factors” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere in this prospectus. References to financial or other data
presented as “pro forma” or “on a pro forma basis” refer to a presentation that applies adjustments to give pro forma effect to the CBI acquisition over the applicable time period or as of the relevant date. For more
information, see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this prospectus.

Our Company
We are a premier provider of
advanced design, engineering, and vertically integrated manufacturing solutions for leading and next-generation space and defense technology companies. We build complex, mission-critical subsystems for extreme
operating environments serving three core markets: Space and Launch Systems; Defense Aviation and Airborne Systems; and Command, Control, Communications, Computers, Cyber, Intelligence, Surveillance and Reconnaissance (“C5ISR”) and
Precision Strike Systems. With decades of space and defense manufacturing heritage, we combine material science and intellectual property (“IP”)-enabled process expertise with the ability to enable rapid prototyping, enhance new product
development, and responsively scale production. Across our nationwide network of advanced manufacturing facilities, we continuously support a balanced mix of next-generation technology and platform development, large scale production programs, and
aftermarket sustainment for enduring platforms.
The increasing complexity of next-generation space and defense platforms, combined with
decades of underinvestment in scaled, technically differentiated mid-tier manufacturing companies, has created a structural need for engineering-integrated advanced manufacturing partners capable of delivering
mission-critical systems at production scale. As a record number of new space and defense programs are accelerating from development into sustained production and long-duration aftermarket support, suppliers with deep process expertise, lifecycle
embeddedness, and the capacity to industrialize rapidly are becoming increasingly attractive to the U.S. and allied industrial base.
We
are purpose-built to scale with the nation’s accelerating space and defense demands, and we believe the breadth and depth of our manufacturing competencies are essential to the design, production and support of next-generation platforms. We
maintain decades-long relationships with both blue-chip aerospace and defense prime contractors and next-generation technology innovators as a critical supply chain partner. These customers depend on us to supply highly-engineered systems to enable
their most important platforms. Our track record underlies our sole- or single-source positions that represent approximately 87% of our revenue and approximately 86% of our pro forma revenue for the fiscal year ended December 31, 2025. We
believe our full lifecycle, diversified, and IP-enabled capabilities provide outsized value to our customers by delivering uncompromising performance, improving cost efficiencies, and accelerating production.

We are innovators and critical enablers in our three large and growing end markets. Rapid expansion across the commercial, civil, and national
security space sectors is accelerating demand in Space and Launch Systems, supported by industry growth where reusable launch architectures have underpinned cost-effective access to space and opened new markets including proliferated satellite
constellations. At the same time, an increasingly complex and dynamic global threat environment is driving robust investment in next-generation airborne capabilities and modernization of enduring platforms. This supports significant, broad-based
growth in Defense Aviation and Airborne Systems as autonomy, stealth, and high-performance aircraft become strategic priorities. Demand is also rising across C5ISR and Precision Strike Systems as the United States and allies prioritize networked
battlefield capabilities, layered missile defense, and large-scale missile and munitions rearmament, positioning these areas for strong, visible, multi-year demand. In each of our end markets, we build mission-critical, high-consequence subsystems
and assemblies for marquee platforms which we believe are strategically aligned with the most important U.S. and allied defense priorities.

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Percentages above reflect contribution of each end market to the Company’s pro forma revenue for the fiscal year
ended December 31, 2025. On a historical basis for the fiscal year ended December 31, 2025, Space and Launch Systems represented 23%, Defense Aviation and Airborne Systems represented 66% and C5ISR and Precision Strike Systems represented 11%
of the Company’s revenue.
Our markets are experiencing strong, sustained growth, but the ability of the space and defense
supply chain to manufacture mission-critical subsystems at production scale remains constrained. Over the past several decades, consolidation, offshoring, and underinvestment have reduced the number of scaled, technically differentiated mid-tier
manufacturing platforms within the U.S. industrial base. As production requirements increase and next-generation systems move from prototype to full-rate manufacturing, our customers are prioritizing partners with ready capacity, proven process
expertise, accelerated qualification capabilities, and repeatable throughput that can responsively scale. We believe that our years of investment in talent, facilities, capacity, and capabilities equip us to successfully service our customers during
their next phases of growth.
We enable critical space and defense platforms through high-consequence subsystems engineered for the edge
enabling mission-critical functions such as power and propulsion, battlefield connectivity, and survivability in extreme environments. Examples of our systems include reusable landing systems for launch vehicles, control surfaces for next-generation
fixed wing platforms, and solid rocket motor cases for missile platforms. Our systems are proven in the most demanding environments, including in the vacuum of space, through atmospheric reentry, and on the battlefield, enabling high-consequence
capabilities such as supersonic flight, orbital delivery, and advanced sensing. Our decades of proven performance underpin our ability to scale and adapt to the evolving needs of the U.S. space and defense industrial base across the full platform
lifecycle, from design and prototyping through production, aftermarket, and sustainment. Approximately 33% of our revenue and 27% of our pro forma revenue for the fiscal year ended December 31, 2025 is tied to systems for aftermarket and
sustainment, providing long-term revenue visibility due to long-duration platform service lives.

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Our purpose-built platform has been developed through disciplined strategic acquisitions and
platform investments that have further strengthened our capabilities to meet the growing demands of the space and defense industrial base. Our national manufacturing footprint supports scaled production of American-made critical systems for leading
space and defense platforms. We operate eleven state-of-the-art facilities in the United States with approximately
1.5 million square feet of manufacturing space in total. Our facilities enable our breadth of capabilities across systems and material types and include differentiated and
hard-to-replicate resources and capabilities such as flow forming facilities, complex composite tube manufacturing, radio frequency (“RF”) transparent
composite manufacturing, spin forming for propulsion tanks, near-net shape forming, deep hole boring, and large-scale clean room capacity. Our footprint is designed to scale with our customers and is growing
today, with a number of expansion opportunities both in process and identified, and is intended to support the demand to come from next-generation platform production ramps.

For the fiscal year ended December 31, 2025, we generated $498.8 million in revenue, representing
24.8% year over year growth from revenue of $399.8 million in the fiscal year ended December 31, 2024. Additionally, for the fiscal year ended December 31, 2025, we had net loss and Adjusted EBITDA of $17.0 million and $117.9 million,
respectively, compared to a net loss and Adjusted EBITDA of $34.8 million and $84.0 million, respectively, in the fiscal year ended December 31, 2024. Our Adjusted EBITDA Margin increased from 21.0% in the fiscal year ended
December 31, 2024 to 23.6% in the fiscal year ended December 31, 2025. Our pro forma revenue was $604.3 million, our pro forma net loss was $49.0 million, our Pro Forma Adjusted EBITDA was $141.9 million and our Pro Forma
Adjusted EBITDA Margin was 23.5% in the fiscal year ended December 31, 2025, in each case after giving effect to our acquisition of CBI. For the fiscal quarter ended March 31, 2026, we generated $134.4 million in revenue, representing
21.0% year-over-year growth from revenue of $111.0 million in the fiscal quarter ended March 31, 2025. Additionally, for the fiscal quarter ended March 31, 2026, we had net loss and Adjusted EBITDA of $15.1 million and
$26.5 million, respectively, compared to a net loss and Adjusted EBITDA of $7.3 million and $25.3 million, respectively, in the fiscal quarter ended March 31, 2025. Our Adjusted EBITDA Margin decreased from 22.8% in the fiscal quarter
ended March 31, 2025 to 19.8% in the fiscal quarter ended March 31, 2026. Our pro forma revenue was $152.0 million, our pro forma net loss was $78.8 million, our Pro Forma Adjusted EBITDA was $28.7 million and our Pro Forma
Adjusted EBITDA Margin was 18.9% in the fiscal quarter ended March 31, 2026, in each case after giving effect to our acquisition of CBI. See “—Summary Historical and Pro Forma Financial and Other Information” for more
information about how we define and calculate Adjusted EBITDA, Pro Forma Adjusted EBITDA, Adjusted EBITDA Margin and Pro Forma Adjusted EBITDA Margin, and for a reconciliation to their most comparable measures under U.S. generally accepted
accounting principles (“GAAP”).

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As of March 31, 2026, our total indebtedness was approximately $1,017.8 million,
consisting of approximately $971.7 million in principal amount of term loan borrowings under our Credit Agreement (as defined below) and $46.1 million of borrowings under our revolving credit facility. As a result of our substantial
indebtedness, we have a history of net losses due to a significant amount of our cash flows historically being used to pay interest and principal on our outstanding indebtedness. See “Risk Factors—Risks Related to our Financial
Condition—Our indebtedness and restrictive covenants under our credit facilities could limit our operational and financial flexibility.”

Our History
Our company is the result of
a series of transformative business combinations and strategic acquisitions that have brought together complementary space and defense businesses with longstanding heritage and differentiated technical capabilities. The registrant was formed in
October 2022 in connection with Greenbriar’s acquisition of AASC, creating an efficient corporate structure that captures the heritage of the acquired businesses, including AASC and PCX.

On November 14, 2025, AA&D Holdings, LP merged with Rotor Topco, LP, combining the businesses previously operating as AASC and PCX
under our current corporate structure. Prior to and following the November 2025 combination, we expanded our capabilities, geographic footprint, and manufacturing capacity through a series of acquisitions.

AASC, originally founded in Stockton, California in 1954, expanded its capabilities through the acquisition of ICEL in 2024, which added our
White Salmon, Washington facility, and through the acquisition of NeXolve in 2025, which added our Huntsville, Alabama facility.
PCX,
founded in 1900 and historically headquartered in Newington, Connecticut, was acquired by Greenbriar in 2021. In 2021 and 2022, PCX completed eight acquisitions that expanded its capabilities, geographic footprint, and capacity.

Following the November 2025 combination, we also acquired CBI, Vestigo Aerospace, Inc. (“Vestigo”) and Rainwater Holdings, Inc.
(“Ultracor”), further expanding our capabilities and adding manufacturing facilities, including those in Cincinnati, Ohio and Billerica, Massachusetts.

As a result of these transactions, we provide advanced design, engineering, and vertically integrated manufacturing solutions for
mission-critical, highly engineered space and defense systems. Through a national network of IP-enabled, advanced manufacturing facilities, we support leading and next-generation space and defense technology
companies with the speed, scale, and technical performance required for demanding applications. Our capabilities have been built over time through legacy businesses with operating histories dating back more than a century. References in this
prospectus to our deep customer relationships, workforce experience, manufacturing heritage, and historical performance reflect the combined operating histories of the businesses that now comprise our company.

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Our Market Opportunity

We believe our breadth of capabilities across our three end markets positions us to take advantage of multiple independent and strong tailwinds
and key demand drivers of a multi-year modernization and recapitalization cycle, as illustrated in the diagram below:

Space and Launch Systems

Space and Launch Systems is one of our largest and fastest-growing end markets. The World Economic Forum projects that the space economy will
reach $1.8 trillion by 2035, nearly three times its $630 billion size in 2023. We believe we are well positioned to benefit through end-to-end exposure across
commercial and national security space platforms, propulsion, and de-orbit solutions.
Growth in
the launch systems market is driven by higher mission cadence and the need for reliable, cost-efficient access to space. As commercial constellations expand and government timelines accelerate, launch providers are investing in next-generation
vehicles that enable faster turnaround, greater throughput, and more predictable scheduling. These capabilities are increasingly critical as operators seek to support frequent deployment and replenishment missions, reinforcing demand for scalable
and responsive launch infrastructure. We believe our highly engineered subsystems advance these important initiatives, alongside re-usability, which further improves launch economics leading to continued affordability and proliferation of space
systems. Furthermore, we believe our demonstrated solution set, inclusive of intricate material science capabilities embedded into highly specialized manufacturing processes, has contributed to a continued outsourcing trend for flight-critical
launch systems, as customers place trust in suppliers like Applied that can consistently deliver effective solutions for harsh environments.

The space systems market is expanding rapidly as satellite deployments accelerate across commercial communications, Earth-observation, and exploration missions. More than 15,000 new on-orbit assets are planned by 2028 according to The World Economic Forum, including communications, earth observation, and navigation satellites for
defense and commercial applications, driving demand for increasingly capable and sophisticated spacecraft. At the same time, propulsion systems are undergoing a significant transition as launch firms prioritize
higher-energy missions and greater in-orbit maneuverability. Increasing constellation density and regulatory pressure are also elevating the importance of effective
maneuvering and end-of-life disposal, making advanced propulsion a critical enabler of modern space architectures.

National security requirements are reshaping the Space and Launch Systems market, with defense programs demanding resilient, distributed
constellations capable of supporting operations in contested environments.

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Reliable access to space and predictable launch schedules are essential for responsive defense and rapid replenishment missions, a trend reinforced by rising U.S. defense spending and increased
doctrinal focus on space-based assets. Programs such as the Golden Dome for America (the “Golden Dome”), advanced surveillance architectures, and renewed investment in crewed spaceflight underscore
the strategic importance of space as a core element of the national security infrastructure.
Defense Aviation and Airborne Systems

Defense Aviation and Airborne Systems consists of manned and unmanned fixed-wing aircraft and rotorcraft. Demand for airborne platforms is
accelerating as global militaries reposition their airpower to adapt to an evolving battlefield increasingly shaped by drones, advanced technologies, and low-cost precision weapons. Rising global defense
budgets and renewed focus on air dominance against anticipated near-peer threats are driving increased investment in fifth-generation fighters and next-generation vertical lift platforms. International procurement also continues to accelerate as U.S. allies modernize fleets to meet North Atlantic Treaty Organization (“NATO”) standards and counter
regional threats, supporting sustained demand across multi-role fighters, Intelligence, Surveillance, and Reconnaissance (“ISR”), maritime patrol, and
next-generation unmanned platforms.
The defense aviation market benefits from large, long-lived installed bases across both enduring and next-generation platforms. Many of these rotorcraft platforms are expected to remain in service for multiple decades and
require continuous sustainment to maintain operational readiness. Life-limited components are subject to stringent replacement schedules, recurring inspections, and ongoing service life extension programs,
creating one of the most durable and predictable aftermarket segments within defense aviation. Approximately 27% of our pro forma revenue is tied to aftermarket and sustainment demand across installed defense rotorcraft fleets for the year ended
December 31, 2025, providing visible, recurring cash flow supported by long-duration platform service lives. Recent real-world operational demands for vertical lift assets supporting frequent troop movements
and rapid insertion and extraction have further reinforced the importance of reliable, mission-ready platforms and sustained aftermarket support.

Autonomy and advanced technologies are increasingly central to the evolution of airborne platforms across both manned and unmanned systems.
Strategic priorities such as the Collaborative Combat Aircraft (“CCA”) programs are accelerating the deployment of autonomous and semi-autonomous aircraft designed to operate alongside crewed
fighters in highly contested and demanding performance environments. These platforms are expected to be procured at materially higher volumes than traditional high-end fighter aircraft, increasing the
importance of advanced manufacturing partners capable of delivering the requisite precision, repeatability, and scalable throughput.
C5ISR and
Precision Strike Systems
The C5ISR and Precision Strike Systems end market is positioned for continued growth, driven by demand
across critical strike and sensing systems.
The U.S. government’s national defense budget for the 2026 fiscal year reflects a
continued prioritization of contested environment operations, including procurement of a range of sensing and command-and-control platforms and enabling sub-systems. Modernization efforts that emphasize persistent surveillance are driving increased demand for advanced radar, RF, and electro-optical/infrared (“EO/IR”) sensing systems deployed across
ground, airborne, maritime, and space-based platforms to enable next-generation situational awareness. The Golden Dome layered missile defense ecosystem underscores this shift toward integrated sensor-to-shooter kill chains—reinforcing demand for high-fidelity, resilient sensing and tracking infrastructure across emerging
and enduring platforms.

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Precision strike systems remain a top rearmament priority, driving sustained demand for
expanded production of existing missile and propulsion systems as militaries replenish depleted inventories and increase stockpile levels. Current manufacturing capacity remains insufficient to meet projected demand, prompting government initiatives
to expand industrial throughput and strengthen qualified supply chains. Solid rocket motor manufacturing has emerged as a key priority given its critical role across interceptors, tactical missiles, long-range
fires, and hypersonic systems. We have the capacity and workforce to support such expansion for the key programs for which we already provide effective support.

In parallel, a broad set of next-generation strike programs, including new missile families,
interceptors, advanced propulsion systems, and hypersonic platforms, are progressing through development and early production phases, creating a multi-year pipeline of new opportunities across enduring and emerging architectures. According to the
Congressional Research Service and Office of the Undersecretary of Defense, U.S. Research, Development, Test, and Evaluation (“RDT&E”) funding for the U.S. Department of War has increased materially over the past decade to support
hypersonic glide vehicles, new cruise-missile families, precision-guided munitions, and emerging strike technologies. These investments are reinforced by geopolitical uncertainty and shifting strategic frameworks, including the expiration of the New
START treaty, which is driving renewed emphasis on strategic deterrence and advanced missile capabilities.
Our Competitive Strengths

We believe we are uniquely positioned in the market due to our deep technical expertise on complex, mission-critical subsystems and assemblies,
long-standing relationships with key customers, and comprehensive advanced manufacturing capabilities. Our ability to rapidly design, engineer, prototype, and deliver systems at scale through vertical integration and
IP-enabled processes provide a unique and sustainable competitive advantage. Furthermore, decades of proven superior performance have embedded us as a trusted partner to our diverse and discerning customers,
reinforcing a durable and defensible competitive advantage.
IP-Enabled, Integrated Capabilities Enhance Quality, Cost, and Speed Advantages for
Space and Defense Innovators
IP-enabled processes form the foundation of our operating model. By embedding our deep materials
science expertise, specialized manufacturing equipment and infrastructure, collaborative engineering resources, integrated in-house capabilities, and proprietary workflow designs across the platform, we create differentiated and repeatable processes
that enhance quality, speed, and execution certainty. For the fiscal year ended December 31, 2025, approximately 89% of our revenue and 88% of our pro forma revenue is tied to IP-enabled production processes. We believe these processes provide
meaningful value to our customers by delivering performance, speed, and cost-efficiency advantages on their most demanding programs, while also reinforcing our competitive position.

We also influence and develop design IP in niche subsystems that are complementary to our broader capability set, such as satellite propellant
tanks, antenna reflectors, deorbit technologies, and solar sails. These complementary offerings leverage our advanced materials and manufacturing capabilities, expand our participation in adjacent product categories, and represent an attractive
growth vector alongside our core process IP-enabled manufacturing business.
In addition to our IP-enabled processes, the selective and
strategic pursuit of vertical integration has further enabled us to enhance customer outcomes. For us, vertical integration is another strategic tool in our efforts to improve quality and performance, lower cost, and deliver shorter lead times. By
developing or internalizing select critical capabilities across engineering, manufacturing, and testing capabilities, we maintain greater control over execution and more consistently meet demanding program requirements. We believe our IP-enabled,

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vertically integrated solution set has helped create a durable competitive advantage and supports the 87% and 86% sole/single-source contract positions we hold today on a historical and pro forma
basis for the fiscal year ended December 31, 2025, respectively.
Decades of Space and Defense Manufacturing Heritage for Leading-Edge
Customers
Our cohesive set of advanced manufacturing capabilities were built over decades to deliver extraordinary value to our
customers’ most complex, mission-critical systems and subassemblies. We think differently, operating with an engineering-led,
IP-enabled, and vertically integrated model that prioritizes reliability, speed, precision, and delivery at scale. As a result, we have earned the trust of the most demanding customers in space and defense by
consistently meeting stringent performance, time-to-market, and durability requirements. Our sustained execution has resulted in entrenched positions across major
programs, with approximately 87% of our revenue and 86% of our pro forma revenue stemming from sole-/single-source awards with
blue-chip prime contractors for the year ended December 31, 2025. These positions reflect years of proven performance, qualification success, and deep integration into platform architectures, with our
average customer relationship spanning 39 years. Because our systems are embedded in long-lived platforms, customers rely on us for multi-decade production and
sustainment, making dual-sourcing or insourcing impractical and reinforcing long-standing relationships that extend across programs and generations of platforms. We also
benefit from the current rapid evolution of the space and defense landscape and have multiple new customer wins that have resulted from the natural advancement of our trusted engineering and supply chain relationships.

Cohesive and Differentiated Executive Team Driving Mission-Focus and Next-Generation Agility

Our leadership team was intentionally assembled to scale a differentiated advanced manufacturing platform serving high growth space and defense
markets. Our team combines mission-oriented leadership, deep advanced manufacturing expertise, experience scaling next-generation defense technology platforms, public company financial reporting and controls, and expansive knowledge of the U.S.
aerospace and defense industrial base. Their complementary breadth of experiences underlies our commitment to disciplined growth, operational excellence, and long-term value creation. Across our leadership team, we boast approximately a combined 231
years of industry experience. Our leadership team is supported by over 1,540 dedicated professionals across our footprint, including over 200 engineers and over 400 long-tenured subject matter experts. Our team includes over 400 professionals with
more than 10 years of service at Applied, including a substantial number with over 20 years of experience, providing the continuity and depth of expertise that enables our highly specialized capabilities.

Strategic Alignment with Highest-Priority Space and Defense Programs and Initiatives

Our flight- and mission-critical products are embedded across commercial, civil, and national security programs that directly align with U.S.
national defense strategy priorities and rapidly expanding commercial space initiatives. We are closely aligned with the programs driving space superiority, resilient national security architectures, and the modernization of the defense industrial
base, positioning us alongside customers executing the most critical, well-funded missions and growing programs. As these initiatives advance from development into scaled,
long-duration production, our early program involvement and deep integration position us to remain a long-term partner of choice. With customers at the center of these
priority efforts, we are well-positioned to benefit from the sustained investment and structural tailwinds shaping the next generation of space and defense markets.

Diversified Across Sub-Markets, Customers, Platforms, and Program Lifecycles

Our capabilities span the full lifecycle of a program, from early design, rapid prototyping, and testing to
full-rate production and long-term sustainment. On next-generation platforms, our ability to iterate quickly and

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collaborate directly with our customers shortens development timelines and accelerates time-to-market, enabling
customers to meet demanding program milestones. At the same time, our deep experience supporting enduring platforms allows us to support customers through full-rate production, aftermarket demand, and sustainment and service life extension cycles as
systems age and require replacement or upgrade. By remaining relevant across every phase of a platform’s life and reinforcing this engagement with IP-enabled processes, we establish entrenched positions
and deliver consistent, long-term value.
Specialized Manufacturing Facility Infrastructure, Ready Capacity
and Scalability, and National Footprint
We operate a nationwide network of specialized manufacturing facilities designed for
scaled production. These sites have been carefully selected and methodically invested in to bring differentiated capabilities, creating a manufacturing footprint with depth and breadth that is difficult to replicate. Our facilities total over
1.5 million square feet and are equipped to support rapid expansion, with additional capacity and expansion opportunities that ensure we can scale to meet rising demand to support next-generation programs. For instance, we have a one-of-a-kind infrastructure that enables our manufacturing and testing of satellites and spacecraft, unmatched capacity of flow
forming for solid rocket motor cases, and unique composite tube fabrication for reusable launch and payload deployment applications. Across this network, we enable classified and highly complex programs to be executed at scale, positioning the
platform to support long-term growth and increasingly critical applications.
Breadth of Engineering Talent
and Extensive Specialized Materials and Production Technical Expertise
We bring hard-earned expertise developed over decades of
experience across our workforce. Our over 200 engineers and deep bench of subject matter experts possess broad expertise across multiple advanced materials, including composites, metallics, and polymers. We apply this knowledge across a broad set of
manufacturing capabilities. This combination of material science depth and multi-disciplinary expertise, reinforced by a highly tenured and mission-oriented team, enables us to deliver differentiated,
highly-engineered products and subassembly systems tailored to extremely stringent qualifications and requirements.
Strong Financial Profile with
High Level of Forward Visibility
We have consistently delivered a strong and attractive financial profile, supported by exposure
to high-value programs, approximately 86% sole- and single-source positions on a pro forma basis for the fiscal year ended
December 31, 2025, and a culture rooted in operational excellence and mission focus. For the fiscal year ended December 31, 2025, we generated revenue growth of 24.8% and Adjusted EBITDA Margin of approximately 23.6%. Our participation in
enduring platforms, many of which are expected to remain in production and service for decades, provides meaningful revenue visibility and long-term stability, with a contract backlog of $1,060.1 million
as of March 31, 2026. We believe our positions on next-generation programs create a clear and compelling runway for future growth, shown through our approximately $3.8 billion weighted pipeline as of
March 31, 2026. Weighted pipeline represents the total expected value of new business opportunities with new or existing customers in the pipeline after adjusting each opportunity for management’s estimates of the probability that it
proceeds and Applied’s likelihood of winning the opportunity. The weighted pipeline excludes the value of contracted backlog. See “—Summary Historical and Pro Forma Financial and Other Information” for more information about
how we define and calculate Adjusted EBITDA Margin and for a reconciliation of net loss margin, the most comparable measure under GAAP, to Adjusted EBITDA Margin.

Our Growth Strategy
We intend to pursue
a focused organic and inorganic growth strategy, executing on the diverse set of opportunities present in each of our growing end markets. Our strategy is aimed at increasing top-line growth, earnings, and
cash flow generation, and ultimately creating meaningful value for our shareholders.

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Support Ramping Production of High Growth Platforms

Our complex, highly engineered systems are critical enablers for a number of high-demand, next-generation space and defense platforms today.
These platforms are positioned for meaningful production ramps as demand for advanced space and defense systems continues to grow in response to the current global dynamic threat environment, and the platforms we serve meet the critical capability
needs of the U.S. and allied nations. We intend to reliably enable performance for these growing customer platforms through the critical systems we offer that are specified in their designs. By enabling ramping production schedules, we can realize
significant growth in our business and further establish incumbency and entrenched sole-source positions with our customers. Furthermore, we serve a sizeable installed base of critical U.S. and allied fleets which require regular servicing and
modernization for sustainment and fleet readiness. These platforms supply us with a predictable and stable base of recurring revenue, further supporting our ability to grow.

Increase Content on High-Value Platforms

Our business benefits from a diverse set of differentiated and IP-enabled capabilities. These
capabilities span multiple system types, domains of material science expertise, advanced equipment types, and ultimately serve varied performance requirements. By leveraging our diverse set of capabilities, we have historically offered multiple
critical systems to a single platform. For example, on fixed-wing platforms, we offer a number of different critical systems including flight control surfaces, landing gear systems, and fueling and refueling systems. By leveraging our deep customer
relationships established through the proven performance of our systems, we intend to increase our content on the attractive and high-growth platforms we currently serve by offering new systems that enable other aspects of the platform’s
performance.
Drive Right-to-Win on Next-Generation Platforms

We offer full lifecycle capabilities to our customers, including advanced design and prototyping capabilities that allow us to
collaborate closely with customers to aid their development of novel next-generation platforms. Design and prototype expertise is critical for the development of next-generation “go-fast”
platforms, where speed-to-market is an essential differentiator for our customers. By leveraging those capabilities in conjunction with our deep customer relationships,
longstanding proven heritage, IP-enabled capabilities, and capacity for scaled production, we have an unrivaled right-to-win on
future platforms and opportunities across our customer footprint. Furthermore, by acting as an early partner for these platforms through their design and prototyping phase, we believe we entrench our position on attractive platforms that we hope to
serve for the entirety of their lifecycle. We track and continuously update a sizeable funnel of pipeline opportunities that are attractive and actionable for our business and intend to pursue these opportunities in order to realize our long-term
growth outlook.
Execute Focused Acquisition Strategy

We view acquisitions as a means to deepen our technical capability, expand our customer relevance, and enhance our position as a differentiated
advanced manufacturing partner, rather than as a vehicle for pure scale aggregation. We have a proven track record of acquiring and successfully integrating high impact targets to drive value creation, with multiple successful add-ons over the last five years. We intend to continue to track the landscape of potential acquisition opportunities, which remains sizeable in the highly fragmented small- and
mid-sized supplier market. We have the capability to leverage our platform to supercharge the performance of potential add-ons that we integrate, where they may have
been undercapitalized prior to acquisition despite having strong and attractive capabilities. We will continue to approach potential acquisitions through a disciplined and focused strategy that reinforces our overall market strategy, enhances
returns, and focuses on three main acquisition attributes: (i) focus on space and defense end markets, (ii) add-on capabilities that are relevant and not competitive to our customers, and
(iii) differentiated business models as reflected in an attractive margin profile.

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Summary Risk Factors

Our business and our ability to execute our strategy are subject to many risks. Before making a decision to invest in our common stock, you
should carefully consider all of the risks and uncertainties described in the section of this prospectus captioned “Risk Factors” immediately following this Prospectus Summary and all of the other information in this prospectus. These
risks include, but are not limited to, the risks set forth below:

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Macroeconomic and other conditions that adversely affect the aerospace and defense industry may adversely affect
our results of operations and liquidity.
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A significant decline in business with key customers could have a material adverse effect on
us.
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Defense spending and government defense budgets may change due to various economic conditions and other factors,
which may cause our operating results to fluctuate.
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Government agencies may directly or indirectly request or encourage us to make investments into our business that
do not directly benefit shareholder interests.
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Our growth strategy includes acquisitions, which entails certain risks to our business and financial
performance.
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If we fail to establish and maintain important relationships with government agencies and prime contractors, our
ability to successfully maintain and develop new business could be materially adversely affected.
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If we are unable to adapt to technological change, demand for our capabilities may be reduced.

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We may be unable to obtain critical components, raw materials, and services from suppliers and subcontractors,
which could disrupt or delay our ability to deliver products to our customers and increase our costs.
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Our operations depend on our manufacturing facilities, which are subject to physical and other risks that could
disrupt production.
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We rely on the significant experience and specialized expertise of our senior management and engineering and
operational staff, and must retain and attract qualified and highly skilled personnel to grow our business successfully.
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Technology failures, cybersecurity breaches and other unauthorized access to or use of our information technology
systems or sensitive or proprietary information could have a material adverse effect on our business and operations.
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Our indebtedness and restrictive covenants under our credit facilities could limit our operational and financial
flexibility.
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Our business and operations expose us to numerous legal and regulatory requirements.
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We, our operations and our products are subject to environmental, health and safety laws, regulations and
permits, which may result in significant liabilities, obligations and compliance-related costs.
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Our Principal Stockholder (as defined below) controls us and its interests may conflict with ours or yours in the
future.
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Our pro forma financial information may not be representative of our future performance.
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Our Principal Stockholder
Greenbriar
Equity Group, L.P. (“Greenbriar” or the “Principal Stockholder” and, as the context requires, together with its affiliates) is a private equity firm with over 25 years of experience investing in market-leading services and
manufacturing businesses. With more than $15 billion of cumulative capital commitments, its

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investment strategy targets businesses led by experienced management teams capitalizing on strong long-term growth prospects that can benefit from Greenbriar’s deep sectoral expertise,
strategic insight, and operating capabilities.
Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS
Act”). We may take advantage of certain exemptions from various public company reporting requirements, including:

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not being required to have our internal control over financial reporting audited by our independent registered
public accounting firm under Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”);
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reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and

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exemptions from the requirements of holding a non-binding advisory vote
on executive compensation and any golden parachute payments.
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We may take advantage of these exemptions for up to five
years or until we are no longer an emerging growth company, whichever is earlier.
We will cease to be an emerging growth company prior to
the end of such five-year period if certain earlier events occur, including if we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), our annual gross revenue exceeds $1.235 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period. We may choose to take advantage
of some, but not all, of the available exemptions. We have taken advantage of certain reduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public
companies in which you hold stock.
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can delay
adopting new or revised accounting standards until those standards apply to private companies. We have elected to use the extended transition period under the JOBS Act. Accordingly, our consolidated financial statements may not be comparable to the
financial statements of public companies that comply with such new or revised accounting standards.
See “Risk Factors—Risks
Related to this Offering and Ownership of Our Common Stock—We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our
common stock less attractive to investors.”
Controlled Company Exemption

After the completion of this offering, Greenbriar will beneficially own approximately 81.0% of our total outstanding shares of common stock (or
78.7% if the underwriters exercise in full their option to purchase additional shares of common stock).
As a result, upon completion
of this offering, we will be a “controlled company” as defined under the corporate governance rules of the New York Stock Exchange (the “NYSE”). We intend to avail ourselves of the “controlled company” exemption
under the rules of the NYSE, including exemptions from certain of the corporate governance listing requirements. See “Management—Controlled Company Exemption” and “Principal Stockholders.”

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Channels for Disclosure of Information

Investors, the media, and others should note that we intend to announce material information to the public through filings with the SEC, the
investor relations page on our website (https://applied-ad.com/investors/), press releases, public conference calls, public webcasts, our X account (www.x.com/applied_ad (@applied_ad)), our Facebook page (www.facebook.com/AppliedAD), our LinkedIn
page (www.linkedin.com/company/applied-aerospace-defense/) and our company news webpage (https://applied-ad.com/news/).
The
information disclosed by the foregoing channels could be deemed to be material information. As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels.
Information disclosed through these channels does not constitute part of this prospectus and is not incorporated by reference herein.
Any
updates to the list of disclosure channels through which we will announce information will be posted on the investor relations page on our website.

Corporate Information
Applied
Aerospace & Defense, Inc. was incorporated as a Delaware corporation on October 7, 2022 under the name GB Eagle Topco, Inc. and subsequently changed its name to Applied Aerospace & Defense, Inc. on November 14, 2025. Our
principal executive offices are located at 355 Quality Circle NW, Huntsville, AL 35806. Our telephone number is (202) 983-3291. Our website address is https://applied-ad.com/. The information contained
on, or that can be accessed through, our website is not incorporated by reference into this prospectus or the registration statement of which this prospectus is a part, and you should not consider any information contained on, or that can be
accessed through, our website as part of this prospectus or in deciding whether to purchase our common stock. We are a holding company and all of our business operations are conducted through our subsidiaries.

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Organizational Structure

The diagram below depicts our expected organizational structure immediately following completion of this offering, assuming no exercise by the
underwriters of their option to purchase additional shares of common stock.

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THE OFFERING

Issuer
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Applied Aerospace & Defense, Inc. |

Common stock offered by us
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32,500,000 shares. |

Option to purchase additional shares
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We have granted the underwriters an option to purchase up to an additional 4,875,000 shares of common stock from us at the initial offering price, less underwriting discounts and commissions, for 30 days after the date of this prospectus.
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Common stock to be outstanding immediately after this offering
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170,743,518 shares (or 175,618,518 shares if the underwriters’ option to purchase additional shares is exercised in full). |

Use of proceeds
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We expect to receive net proceeds of approximately $588.9 million (or $678.7 million if the underwriters’ option to purchase additional shares is exercised in full), based on an assumed initial public offering price of $19.50 per
share, which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use approximately $56.1
million of the net proceeds from this offering to repay amounts outstanding under our revolving credit facility and approximately $532.8 million of the net proceeds from this offering to repay term loan borrowings under our Credit Agreement. We
intend to use the remainder of the net proceeds from this offering, if any, for other general corporate purposes, including working capital, operating expenses and capital expenditures. See “Use of Proceeds.” |

Controlled company
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After the completion of this offering, Greenbriar will beneficially own approximately 81.0% of our total outstanding shares of common stock (or 78.7% if the underwriters exercise in full their option to purchase additional shares of common
stock). As a result, we will be a “controlled company” within the meaning of the corporate governance standards of the NYSE. See “Management—Controlled Company Exemption.” |

Conflicts of interest
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Affiliates of Morgan Stanley & Co. LLC and Jefferies LLC are lenders under certain of our facilities under the Credit Agreement (as defined
herein), and each of the affiliates of Morgan Stanley & Co. LLC and Jefferies LLC will receive 5% or more of the net proceeds of this offering due to the repayment of borrowings thereunder. Therefore, each of Morgan Stanley & Co. LLC and
Jefferies LLC is deemed to have a conflict of interest within the meaning of Rule 5121 of the Financial Industry Regulatory Authority (“FINRA”). Accordingly, this offering will be conducted in compliance with Rule 5121, which
requires, among other things, that a “qualified independent underwriter” participate in the preparation of, and exercise the usual standards of “due diligence” with respect to, the registration statement and this prospectus.
BofA Securities, Inc. has agreed to act as a qualified independent underwriter for this offering
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and to undertake the legal responsibilities and liabilities of an underwriter under the Securities Act, specifically including those inherent in Section 11 thereof. BofA Securities, Inc. will not
receive any additional fees for serving as a qualified independent underwriter in connection with this offering. We have agreed to indemnify BofA Securities, Inc. against liabilities incurred in connection with acting as a qualified independent
underwriter, including liabilities under the Securities Act. See “Underwriting (Conflicts of Interest)—Conflicts of Interest.”
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Dividend policy
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We do not intend to pay dividends following the completion of this offering and may never pay dividends. We have not adopted, and do not currently expect to adopt, a written dividend policy. Our future dividend policy will be based on the
operating results and capital needs of our business, and any future earnings may be retained to finance our future expansion and for the implementation of our business plan. See “Dividend Policy.” |

Listing
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We have applied to list our common stock on the NYSE under the symbol “AADX.” |

Directed share program
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At our request, the underwriters have reserved up to 1,625,000 shares of our common stock, or 5.0% of the shares offered by this prospectus (excluding the 4,875,000 additional shares that the underwriters have an option to purchase), at the
initial public offering price, to offer to certain of our directors, officers, employees and others. The sales will be made at our direction by Morgan Stanley & Co. LLC and its affiliates through a directed share program. The number of
shares of common stock available for sale to the general public will be reduced to the extent these individuals purchase such reserved shares. Any reserved shares that are not so purchased will be offered by the underwriters to the general public on
the same terms as the other shares offered by this prospectus. Except for any shares acquired by our directors or officers, shares purchased pursuant to the directed share program will not be subject to lock-up agreements with the underwriters. See
the section titled “Underwriting (Conflicts of Interest)—Directed Share Program” for additional information. |

Risk factors
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See “Risk Factors” beginning on page 22 and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock. |

The number of shares of common stock to be outstanding after this offering is based on 170,743,518 shares of common stock outstanding as of
the date of this offering and excludes 18,781,787 shares of common stock reserved for future issuance under our equity incentive plan and employee stock purchase plan. Unless we specifically state otherwise or the context otherwise requires, the
share information in this prospectus:

|
|
|
gives effect to the 872,901.03-for-1 Stock Split, occurring subsequent to the effectiveness of the
registration statement of which this prospectus is a part, which will be effective upon filing of our amended and restated certificate of incorporation prior to the completion of this offering;
|

Table of Contents

|
|
|
gives effect to the issuance of 32,500,000 shares of common stock in this offering, at an assumed initial public
offering price of $19.50 per share, the midpoint of the price range set forth on the cover page of this prospectus;
|

|
|
|
assumes no purchase of shares of our common stock by our directors, officers, employees and others through the
directed share program described in the section titled “Underwriting (Conflicts of Interest) —Directed Share Program”;
|

|
|
|
assumes no exercise of the underwriters’ option to purchase up to an additional 4,875,000 shares of common
stock from us in this offering; and
|

|
|
|
excludes 47,180 shares of our common stock, calculated based on an assumed initial public offering price of
$19.50 per share, the midpoint of the price range set forth on the cover page of this prospectus, issuable upon the vesting and settlement of certain service-based restricted stock units which we expect to grant under our equity incentive plan in
connection with the closing of this offering; and
|

|
|
|
assumes the filing of our amended and restated certificate of incorporation and the adoption of our amended and
restated bylaws, each in connection with the closing of this offering.
|

Table of Contents

SUMMARY HISTORICAL AND PRO FORMA FINANCIAL AND OTHER INFORMATION

The following tables set forth our summary consolidated historical and unaudited pro forma condensed combined financial and other data. We
have derived the summary consolidated statements of operations and comprehensive loss data and the summary consolidated cash flow data for the years ended December 31, 2025 and 2024 and the consolidated balance sheet data as of
December 31, 2025 from our audited consolidated financial statements included elsewhere in this prospectus. We have derived the summary condensed consolidated statements of operations data and the summary condensed consolidated cash flow data
for the three months ended March 31, 2026 and 2025 and the condensed consolidated balance sheet data as of March 31, 2026 from our unaudited condensed consolidated financial statements included elsewhere in this prospectus. Our historical results
are not necessarily indicative of our results to be expected in any future period.
The summary unaudited pro forma condensed combined
statement of operations data for the three months ended March 31, 2026 and the year ended December 31, 2025 gives effect to the CBI acquisition as if it had occurred on January 1, 2025 and have been derived from the pro forma financial
information set forth in the section captioned “Unaudited Pro Forma Condensed Combined Financial Information” appearing elsewhere in this prospectus. References to financial or other data presented as “pro forma” refer to a
presentation that applies adjustments to give pro forma effect to the CBI acquisition over the applicable time period. Such pro forma adjustments are based upon available data and certain estimates and assumptions we believe are reasonable. The
summary unaudited pro forma condensed combined statement of operations data is for information purposes only and does not purport to represent the results of operations that the Company would actually obtain if the CBI acquisition occurred at any
date, nor does such data purport to project the results of operations for any future period.
The summary of our consolidated financial
data set forth below should be read together with our audited consolidated financial statements and the related notes, as well as the sections captioned “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and “Unaudited Pro Forma Condensed Combined Financial Information” appearing elsewhere in this prospectus.

|
|
|
|

(in thousands, except share and per share data)

Year Ended

|
2026 |
|
|
2026 |
|
|
2025 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|

Revenue
|
|
$ |
151,983 |
|
|
$ |
134,351 |
|
|
$ |
111,024 |
|
|
$ |
604,343 |
|
|
$ |
498,763 |
|
|
$ |
399,790 |
|

Cost of goods sold
|
|
|
115,443 |
|
|
|
100,772 |
|
|
|
80,140 |
|
|
|
439,826 |
|
|
|
359,384 |
|
|
|
301,715 |
|

|
|

|
|
|

|
|

Gross profit
|
|
|
36,540 |
|
|
|
33,579 |
|
|
|
30,884 |
|
|
|
164,517 |
|
|
|
139,379 |
|
|
|
98,075 |
|

Selling, general, and administrative expenses
|
|
|
82,753 |
|
|
|
28,302 |
|
|
|
12,367 |
|
|
|
65,226 |
|
|
|
54,447 |
|
|
|
41,748 |
|

Intangible asset amortization expense
|
|
|
10,822 |
|
|
|
8,110 |
|
|
|
6,538 |
|
|
|
42,335 |
|
|
|
26,063 |
|
|
|
23,461 |
|

|
|

|
|
|

|
|

Operating (loss) income
|
|
|
(57,035 |
) |
|
|
(2,833 |
) |
|
|
11,979 |
|
|
|
56,956 |
|
|
|
58,869 |
|
|
|
32,866 |
|

Interest expense, net
|
|
|
22,943 |
|
|
|
17,771 |
|
|
|
16,720 |
|
|
|
103,838 |
|
|
|
72,806 |
|
|
|
63,705 |
|

|
|

|
|
|

|
|

Loss before income taxes
|
|
|
(79,978 |
) |
|
|
(20,604 |
) |
|
|
(4,741 |
) |
|
|
(46,882 |
) |
|
|
(13,937 |
) |
|
|
(30,839 |
) |

Non-recurring income tax expense (benefit)
|
|
|
13,852 |
|
|
|
— |
|
|
|
— |
|
|
|
(13,852 |
) |
|
|
— |
|
|
|
— |
|

Income tax (benefit) expense
|
|
|
(15,032 |
) |
|
|
(5,472 |
) |
|
|
2,572 |
|
|
|
15,989 |
|
|
|
3,087 |
|
|
|
3,927 |
|

|
|

|
|
|

|
|

Net loss
|
|
$ |
(78,798 |
) |
|
$ |
(15,132 |
) |
|
$ |
(7,313 |
) |
|
$ |
(49,019 |
) |
|
$ |
(17,024 |
) |
|
$ |
(34,766 |
) |

|
|

|
|
|

|
|

Table of Contents

|
|
|
|

(in thousands, except share and per share
data)

Year Ended

|
2026 |
|
|
2026 |
|
|
2025 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|

Net loss per share – basic and diluted
|
|
|
|
|
|
$ |
(99,553 |
) |
|
$ |
(73,130 |
) |
|
|
|
|
|
$ |
(170,240 |
) |
|
$ |
(347,660 |
) |

Weighted average shares outstanding – basic and diluted
|
|
|
|
|
|
|
152 |
|
|
|
100 |
|
|
|
|
|
|
|
100 |
|
|
|
100 |
|

Pro forma net loss per share (1) – basic
and diluted
|
|
$ |
(498,724 |
) |
|
|
|
|
|
|
|
|
|
$ |
(445,627 |
) |
|
|
|
|
|
|
|
|

Pro forma weighted average shares outstanding – basic and diluted (2)
|
|
|
158 |
|
|
|
|
|
|
|
|
|
|
|
110 |
|
|
|
|
|
|
|
|
|

Pro forma as further adjusted net (loss) income per share – basic and diluted (3) .
|
|
$ |
(0.39 |
) |
|
|
|
|
|
|
|
|
|
$ |
0.03 |
|
|
|
|
|
|
|
|
|

Pro forma as further adjusted weighted average shares outstanding – basic and diluted (4)
|
|
|
170,743,518 |
|
|
|
|
|
|
|
|
|
|
|
170,743,518 |
|
|
|
|
|
|
|
|
|

(1) |
Pro forma net loss per share - basic and diluted gives effect to the CBI acquisition as if it occurred on
January 1, 2025.
|

(2) |
Pro forma weighted average shares outstanding - basic and diluted gives effect to the CBI acquisition. As part
of the CBI acquisition, the Company issued an aggregate of 9.8118 shares of common stock to its parent entity, AA&D Holdings, LP.
|

(3) |
Pro forma as further adjusted net (loss) income per share - basic and diluted gives pro forma effect to the CBI
acquisition and further adjusts to give effect to the Stock Split and the application of approximately $588.9 million of the net proceeds of this offering to repay amounts outstanding under our Credit Agreement, assuming an initial public
offering price of $19.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, less estimated underwriting discounts and commissions and estimated offering expenses payable by us, as if such transactions
occurred on January 1, 2025 and reduced interest expense, net by $54.6 million for the year ended December 31, 2025 and by $11.7 million for the three months ended March 31, 2026. A $1.00 increase in the assumed initial public offering
price of $19.50 per share will result in an increase of $0.02 in the pro forma as adjusted net income per share - basic and diluted for the year ended December 31, 2025 and no change in the pro forma as adjusted net loss per share - basic and
diluted for the three months ended March 31, 2026. A $1.00 decrease in the assumed initial public offering price of $19.50 per share will result in a decrease of $0.01 in the pro forma as adjusted net income per share - basic and diluted for
the year ended December 31, 2025 and an increase of $0.01 in the pro forma as adjusted net loss per share - basic and diluted for the three months ended March 31, 2026.
|

(4) |
Pro forma as further adjusted weighted average shares outstanding - basic and diluted gives pro forma effect to
the CBI acquisition and further adjusts to give effect to the Stock Split and the issuance of 32,500,000 shares of common stock in this offering, assuming an initial public offering price of $19.50 per share, which is the midpoint of the price range
set forth on the cover page of this prospectus, less estimated underwriting discounts and commissions and estimated offering expenses payable by us.
|

Table of Contents

|
|
|
|

Cash and cash equivalents
|
|
$ |
15,923 |
|
|
$ |
15,923 |
|
|
$ |
15,475 |
|
|
$ |
15,475 |
|

Total current assets
|
|
|
334,742 |
|
|
|
334,742 |
|
|
|
291,574 |
|
|
|
291,574 |
|

Total assets
|
|
$ |
1,483,919 |
|
|
$ |
1,483,919 |
|
|
$ |
999,301 |
|
|
$ |
999,301 |
|

|
|

|
|
|

|
|

Total current liabilities
|
|
|
160,256 |
|
|
|
114,156 |
|
|
|
94,482 |
|
|
|
94,482 |
|

Total liabilities
|
|
|
1,250,131 |
|
|
|
661,237 |
|
|
|
839,837 |
|
|
|
250,943 |
|

Total shareholder’s equity
|
|
|
233,788 |
|
|
|
822,682 |
|
|
|
159,464 |
|
|
|
748,358 |
|

Total liabilities and shareholder’s equity
|
|
$ |
1,483,919 |
|
|
$ |
1,483,919 |
|
|
$ |
999,301 |
|
|
$ |
999,301 |
|

|
|

|
|
|

|
|

(1) |
The as adjusted consolidated balance sheet data give effect to our sale of 32,500,000 shares of common stock in
this offering at an assumed initial public offering price of $19.50 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and the application of the net proceeds therefrom as described in “Use of
Proceeds,” after deducting underwriting discounts and commissions and anticipated offering expenses payable by us.
|

|
|
|
|

Consolidated Cash Flows Data: |
|
2026 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|

Net cash (used in) provided by operating activities
|
|
$ |
(72,031 |
) |
|
$ |
(6,911 |
) |
|
$ |
(28,941 |
) |
|
$ |
4,649 |
|

Net cash used in investing activities
|
|
|
(315,804 |
) |
|
|
(15,261 |
) |
|
|
(27,784 |
) |
|
|
(49,146 |
) |

Net cash provided by financing activities
|
|
|
388,283 |
|
|
|
3,220 |
|
|
|
44,734 |
|
|
|
37,657 |
|

Other Operating and Financial Data:

|
|
|
|

|
2026 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|

Contract backlog (1)
|
|
$ |
1,060,071 |
|
|
$ |
1,060,071 |
|
|
$ |
793,660 |
|
|
$ |
1,017,003 |
|
|
$ |
871,259 |
|
|
$ |
792,630 |
|

Revenue
|
|
$ |
151,983 |
|
|
$ |
134,351 |
|
|
$ |
111,024 |
|
|
$ |
604,343 |
|
|
$ |
498,763 |
|
|
$ |
399,790 |
|

Adjusted EBITDA (2)
|
|
$ |
28,711 |
|
|
$ |
26,539 |
|
|
$ |
25,343 |
|
|
$ |
141,908 |
|
|
$ |
117,904 |
|
|
$ |
84,008 |
|

Net loss margin
|
|
|
(51.8)% |
|
|
|
(11.3)% |
|
|
|
(6.6)% |
|
|
|
(8.1)% |
|
|
|
(3.4)% |
|
|
|
(8.7)% |
|

Adjusted EBITDA Margin (2)
|
|
|
18.9% |
|
|
|
19.8% |
|
|
|
22.8% |
|
|
|
23.5% |
|
|
|
23.6% |
|
|
|
21.0% |
|

(1) |
This prospectus includes the key performance indicator “contract backlog,” which is a key measure
of our business growth. Contract backlog represents the total value of existing contracts, less amounts previously invoiced, as of the backlog date. See the section titled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” for further discussion on how this measure is useful to investors.
|

(2) |
This prospectus includes non-GAAP financial measures that are
supplemental measures of financial performance and not recognized or required under GAAP. The non-GAAP financial measures are supplemental measures of our performance that we believe help investors understand
our financial condition and operating results and assess our future prospects. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, as adjusted to eliminate certain non-cash charges and other items not
reflective of ongoing operations, which include: acquisition-related expenses, integration expenses and restructuring costs, share-based compensation expense, and other costs. Adjusted EBITDA Margin is defined as Adjusted EBITDA expressed as a
percentage of revenue. Pro Forma Adjusted EBITDA and Pro Forma Adjusted EBITDA Margin represent Adjusted EBITDA and Adjusted EBITDA Margin, respectively, after giving pro forma effect to the CBI acquisition as of the applicable date. See the section
titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further
|

Table of Contents

discussion on how these measures are useful to investors and utilized by management. The following table sets forth the reconciliation of Net loss to Adjusted EBITDA and Pro Forma Adjusted EBITDA
and the presentation of net loss margin, Adjusted EBITDA Margin and Pro Forma Adjusted EBITDA Margin for the periods set forth below: |

|
|
|
|

(in thousands, except percentages) |
|
2026 |
|
|
2025 |
|
|
2025 |
|
|
2024 |
|

Net loss
|
|
$ |
(78,798 |
) |
|
$ |
(15,132 |
) |
|
$ |
(7,313 |
) |
|
$ |
(49,019 |
) |
|
$ |
(17,024 |
) |
|
$ |
(34,766 |
) |

Income tax (benefit) expense
|
|
|
(1,180 |
) |
|
|
(5,472 |
) |
|
|
2,572 |
|
|
|
2,137 |
|
|
|
3,087 |
|
|
|
3,927 |
|

Interest expense, net
|
|
|
22,943 |
|
|
|
17,771 |
|
|
|
16,720 |
|
|
|
103,838 |
|
|
|
72,806 |
|
|
|
63,705 |
|

Depreciation and amortization
|
|
|
15,835 |
|
|
|
12,109 |
|
|
|
9,723 |
|
|
|
62,394 |
|
|
|
39,420 |
|
|
|
35,222 |
|

Share-based compensation expense
|
|
|
35,993 |
|
|
|
756 |
|
|
|
802 |
|
|
|
3,445 |
|
|
|
3,210 |
|
|
|
2,535 |
|

Transaction costs (1)
|
|
|
31,302 |
|
|
|
13,985 |
|
|
|
514 |
|
|
|
6,419 |
|
|
|
6,419 |
|
|
|
3,809 |
|

Integration and restructuring
costs (2)
|
|
|
2,273 |
|
|
|
2,273 |
|
|
|
2,041 |
|
|
|
8,364 |
|
|
|
6,608 |
|
|
|
4,826 |
|

Legal contingencies loss (3)
|
|
|
— |
|
|
|
— |
|
|
|
7 |
|
|
|
460 |
|
|
|
460 |
|
|
|
1,877 |
|

Management fees (4)
|
|
|
343 |
|
|
|
249 |
|
|
|
256 |
|
|
|
2,249 |
|
|
|
1,603 |
|
|
|
1,647 |
|

Other (5)
|
|
|
— |
|
|
|
— |
|
|
|
21 |
|
|
|
1,621 |
|
|
|
1,315 |
|
|
|
1,226 |
|

|
|

|
|
|

|
|

Adjusted EBITDA
|
|
$ |
28,711 |
|
|
$ |
26,539 |
|
|
$ |
25,343 |
|
|
$ |
141,908 |
|
|
$ |
117,904 |
|
|
$ |
84,008 |
|

|
|

|
|
|

|
|

Net loss margin
|
|
|
(51.8)% |
|
|
|
(11.3)% |
|
|
|
(6.6)% |
|
|
|
(8.1)% |
|
|
|
(3.4)% |
|
|
|
(8.7)% |
|

Adjusted EBITDA Margin
|
|
|
18.9% |
|
|
|
19.8% |
|
|
|
22.8% |
|
|
|
23.5% |
|
|
|
23.6% |
|
|
|
21.0% |
|

(1) |
Includes transaction related costs associated with mergers, acquisitions, and costs related to the initial
public offering (“IPO”).
|

(2) |
Includes acquisition integration and restructuring costs, including plant consolidation and reconfiguration,
reductions in force, and executive severance expense.
|

(3) |
Includes losses from legal disputes and settlements from third parties.
|

(4) |
Includes management fees paid to our parent company in accordance with our management services agreement which
will terminate upon the closing of this IPO.
|

(5) |
Includes other costs that we believe are not indicative of day-to-day operations of the business.
|

Table of Contents

RISK FACTORS

Investing in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks
and uncertainties described below, together with the other information contained in this prospectus, including in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in our
audited financial statements and the related notes. These material risks and uncertainties could negatively affect our business, financial condition, results of operations and cash flows and could cause our actual results to differ materially from
those expressed in forward-looking statements contained in this prospectus. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us, or that we currently believe are
immaterial, also may impair our business, financial condition, results of operations and cash flows. In that event, the trading price of our common stock could decline, and you could lose part or all of your investment.

Risks Related to our Strategy
Macroeconomic and
other conditions that adversely affect the aerospace and defense industry may adversely affect our results of operations and liquidity.

Because substantially all of our revenues are from customers in the aerospace and defense industry, our financial performance is closely tied
to the funding priorities, procurement cycles and economic condition of the aerospace and defense industry. A more diversified company with significant sales and earnings derived from outside the aerospace and defense industry may be able to recover
more quickly from significant market disruptions. During any prolonged period of significant market disruption in this industry, including as a result of adverse macroeconomic or geopolitical developments, natural disasters, pandemics or supply
chain disruptions specific to our industry, our business may be disproportionately impacted compared to companies that are more diversified in the industries they serve.

A significant decline in business with key customers could have a material adverse effect on us.

As disclosed in Note 2, Summary of Significant Accounting Policies , in the notes to our consolidated financial statements included
elsewhere in this prospectus, a significant portion of our sales are to specific customers in the aerospace and defense industry. As a result, a significant reduction in purchases by these customers could have a material adverse effect on our
business, results of operations, prospects, and financial condition.
Any significant cancellation, reduction or deferment of orders by customers
could have a material adverse effect on our business, results of operations, prospects, and financial condition.
While we have
$1,060.1 million in contract backlog as of March 31, 2026, many of our long-term contracts and purchase orders with customers, including the U.S. government, do not have guaranteed future sales, or
have provisions that allow such customers to terminate the contracts or any purchase order thereunder at any time for the customer’s convenience. While we generally have contractual protections for such terminations, they generally are limited
to a recovery of a proportion of the sales price based on costs incurred at the termination effective date and do not mitigate the potential for the resulting future sales reductions. As a result, we cannot always accurately plan our manufacturing,
inventory and working capital requirements, and we may not realize the full amount of the contract backlog or business opportunities included in weighted pipeline as revenue. In most cases, our customers have not committed to buy any minimum
quantity of our products. Uncertainty about current and future global economic conditions may cause customers, including both private sector customers and government agencies, to modify, defer or cancel purchases in response to tighter credit,
decreased cash availability, and declining consumer confidence. Accordingly, future demand for our products could differ materially from our current expectations. Additionally, if customers are not successful in generating sufficient revenue or are
unable to secure adequate financing for their operational needs, they may not be able to pay, or may delay payment of, accounts receivable that are owed to us. Any inability of current and/or potential customers to pay us for our products may
adversely affect our earnings and cash flow.

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Defense spending and government defense budgets may change due to various economic conditions and
other factors, which may cause our operating results to fluctuate.
A significant portion of our revenue is directly or indirectly
generated from the military and defense market in the U.S. Contracts with the U.S. government typically involve long lead times for design and development and are subject to significant changes in contract scheduling. A significant reduction or
deferral in defense expenditures, a shift of expenditures away from key defense spending programs that we support, or a change in federal government contracting policies could cause our customers to reduce their purchases, exercise contract
termination rights, or opt to not renew contracts, any of which could result in decreased sales of our products and significant or unanticipated expenses.

Defense spending may be impacted by fluctuations in general business cycles, changes in domestic and foreign trade laws and regulations,
including tariffs and monetary policies, and other macroeconomic events. Military and defense markets are significantly dependent upon government budget trends that are beyond our control. In the U.S., military and defense markets are significantly
impacted by the DoW’s budget, and Congress generally appropriates funds on a fiscal year basis even though a program may continue for several years. Consequently, programs are often only partially funded initially, and additional funds are
committed only as Congress makes further appropriations. DoW budgets could be negatively impacted by several factors, including, but not limited to, a change in defense spending policy as a result of a new presidential administration or otherwise,
the U.S. government’s budget deficits, spending priorities, the cost of sustaining the U.S. military presence internationally, political pressure to reduce U.S. government military spending, and the ability of the U.S. government to enact
appropriations bills and other relevant legislation. The termination or reduction of funding for a government program would result in a loss of anticipated future revenue attributable to that program.

In recent years, the U.S. government has been unable to complete its budget process before the end of its fiscal year, resulting in both
governmental shutdowns and continuing resolutions providing only enough funds for U.S. government agencies to continue operating at prior-year levels. Disruptions to government operations could impact our ability to perform our government contracts
in a timely manner, deploy staff, or access the relevant government sites necessary to deliver our products and services. Payments due to us from government agencies may be delayed due to failures of governmental budgets to gain congressional and
presidential approval in a timely manner during billing cycles. Further, if the U.S. government debt ceiling is not raised and the national debt reaches the statutory debt ceiling, the U.S. government could default on its debts. A significant
decline in U.S. military expenditures could result in a reduction in the amount of our products sold to U.S. government agencies. Any adverse changes in government budgetary priorities in the markets in which we operate could directly or indirectly
affect our financial performance and could have a material adverse effect on our business, results of operations, prospects and financial condition.

Pricing pressures from customers could reduce the demand and/or price for our products and services.

From time to time, we may face pricing pressures from our customers due to factors beyond our control, including liquidity constraints and
adverse macroeconomic conditions. Some of our customers may require substantial financing in order to fund their operations and make purchases from us. The inability of these customers to obtain sufficient credit to continue to make purchases from
us may result in those customers applying pricing pressures on us or otherwise seeking to modify contractual terms in a manner adverse to us. Some of our major customers have also completed extensive cost containment efforts, and we expect continued
pricing pressures in 2026 and beyond. If we are unable to respond to pricing pressures or otherwise successfully compete for new business, our revenue growth and operating margins may decline.

Regulatory actions and changes in government policies, including procurement policies and trade policies, may have a negative impact on our business.

Regulatory actions and changes in government policies could impact demand for our products or require us to adapt our
manufacturing processes in order to comply with such changes. There is no assurance that we will be

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able to adapt to such changes in government procurement policies in a timely and cost-effective manner, if at all. Government agencies have imposed, and may in the future continue to impose,
restrictions on procuring products containing certain components, in particular components sourced from foreign jurisdictions. For example, recent initiatives by the U.S. government to reduce U.S. reliance on overseas sources of rare earth minerals
and specialized metals could impact supply chains for such raw materials, including those that we incorporate in our products. We may be required to seek alternative sources for components in our products to maintain our government contracts. Even
if we can comply with such requirements, the costs associated with transitioning to approved alternative sources of supply could be significant and may not be recoverable under our fixed-price contracts. If we are unable to modify our products or
manufacturing processes to comply with government procurement policies and other relevant regulations in a timely and cost-effective manner, we may be unable to fulfill our contractual obligations, which may have an adverse impact on our results of
operations and financial performance.
We are also subject to tariffs on certain imports into the U.S. Notwithstanding the decision by the
United States Supreme Court on February 20, 2026, in Learning Resources Inc. et al v. Trump, litigation continues in federal courts regarding the treatment and recoverability of certain U.S. tariffs. As the implementation of tariffs is ongoing,
more tariffs may be added in the future with little or no advanced notice. Changing our operations in accordance with new or evolving trade restrictions can be expensive, time-consuming, disruptive to our
operations and distracting to management, and we may not be able to effectively mitigate all adverse impacts from such measures. These tariffs could have a material adverse effect on our business, results of operations, prospects and financial
condition, and if we are unable to pass such price increases through to our customers, it would likely increase our cost of goods sold and, as a result, decrease our profitability. Major U.S. trading partners have also announced retaliatory tariffs
and some have negotiated new trade agreements. There continues to be significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties, and tariffs. These developments, or the
perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade, including trade between the impacted nations and the
U.S. Any of these factors could depress economic activity and restrict our access to suppliers or customers or have a material adverse effect on the business and financial condition of such suppliers and customers or other counterparties we do
business with, which in turn would negatively impact us.
Government agencies may directly or indirectly request or encourage us to make investments
into our business that do not directly benefit shareholder interests.
Government agencies may directly, or indirectly through our
other customers, request or encourage us to make capital commitments. These investments and commitments may require us to deploy significant resources, incur substantial upfront costs, accept lower returns or delay or forego other business
opportunities, and there can be no assurance that such expenditures will generate commensurate revenues, margins or other benefits. In addition, if we are unwilling or unable to make requested investments or otherwise demonstrate sufficient
participation in supporting our customers’ objectives, we may experience reduced competitiveness for new awards, unfavorable contract terms, diminished prospects for option exercises, renewals or
follow-on work, or other adverse contract outcomes, any of which could harm our reputation and customer relationships and materially adversely affect our business, financial condition, results of operations
and growth prospects.
If we fail to establish and maintain important relationships with government agencies and prime contractors, our ability to
successfully maintain and develop new business could be materially adversely affected.
Our reputation and relationship with the
U.S. government, and in particular with the agencies of the DoW, are key factors in maintaining and developing new business opportunities. In addition, we often act as a subcontractor or in teaming arrangements in which we and other contractors bid
together on particular contracts or programs for the U.S. government or government agencies. We expect to continue to depend on relationships with other prime contractors for a portion of our revenue for the foreseeable future. Negative press
reports regarding conflicts of interest, poor contract performance, employee misconduct, information security breaches or other aspects of our

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business, regardless of accuracy, could harm our reputation. Additionally, as a subcontractor or team member, we generally lack control over fulfillment of a contract as a whole, as prime
contractors retain control over key aspects of fulfillment including design authority, inspection and acceptance and customer communication. As a result, poor performance on the contract as a whole could tarnish our reputation, even when we
otherwise perform our obligations as a subcontractor or team member as required. As a result, we may be unable to successfully maintain our relationships with government agencies or prime contractors, and any failure to do so could materially
adversely affect our ability to maintain our existing business and compete successfully for new business.
Our growth strategy includes
acquisitions, which entails certain risks to our business and financial performance. Our business may be materially adversely affected if we cannot consummate acquisitions on satisfactory terms or if we cannot effectively integrate acquired
operations.
A significant portion of our growth has occurred through acquisitions. Most recently, we completed our acquisitions of
Consolidated Boring Inc., Ultracor, Inc. (formerly known as Rainwater Holdings, Inc.) and NeXolve Holdings, LLC on March 2, 2026, March 2, 2026 and March 4, 2025, respectively. Additionally, our current business was formed as the result of
the Combination that was completed on November 14, 2025, which resulted in the combination of the Applied and PCX businesses.
Any
future growth through acquisitions will be partially dependent upon the continued availability of suitable acquisition candidates at favorable prices and upon advantageous terms and conditions. We intend to pursue acquisitions and other business
opportunities that further our business strategy. However, we may not be able to identify or consummate suitable acquisition opportunities on acceptable terms or at all, including due to a failure to receive necessary regulatory approvals. In
addition, we may not be able to raise the capital necessary to fund future acquisitions. Because we may actively pursue various opportunities simultaneously, we may encounter unforeseen expenses, complications, and delays, including regulatory
complications or difficulties in employing sufficient staff and maintaining operational and management oversight.
The businesses we
acquire may not perform in accordance with expectations; synergies may not be fully realized; key employees, suppliers, or customers of businesses acquired may depart; and we may be exposed to unexpected liabilities, obligations and costs related to
acquired businesses. In addition, we may not be able to successfully integrate any business we acquire into our existing business in a timely or cost-effective manner, which may negatively impact our results of operations. Future acquisitions could
result in the incurrence of additional debt to finance such acquisitions, increase in interest and amortization expenses or periodic impairment charges related to goodwill and other intangible assets as well as significant charges relating to
integration costs. We continue to integrate the Applied and PCX businesses as a result of the Combination, the success of which will depend on our ability to manage these businesses as a combined company. Assimilating operations and products may be
unexpectedly difficult, especially given that we have not operated as a combined company for a significant period prior to becoming a public company. The successful integration of future acquisitions may also require substantial attention from our
senior management and the management of the acquired business, which could decrease the time that they have to serve and attract customers, develop new products and services, or attend to other acquisition opportunities.

If we are unable to adapt to technological change, demand for our capabilities may be reduced.

The technological complexity of our business has increased significantly over the last several years and may continue to increase in the
future. To maintain our customer relationships and market position, we will need to continue to develop our cross-domain expertise and develop our products to support the next-generation technologies of our customers, including by enhancing our
manufacturing, assembling, testing, marketing and other capabilities, and supporting new products and product enhancements. We may not be able to do so successfully, if at all, or on a timely, cost effective, or repeatable basis. Our competitors may
adapt to technological change more quickly or effectively than we do, which could allow them to offer superior capabilities, manufacture products at a lower cost, or operate with greater efficiency. Moreover, defense

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customers require frequent technological advancements for military superiority, and there is no assurance that we will continue to maintain capabilities meeting customer specifications. Failing
to anticipate technological shifts, customer needs, or demand fluctuations could negatively impact our financial results. Product complexity also may lead to manufacturing delays. In addition, our defense prime contractor customers may decide to
pursue one or more of our product development areas and insource that technology development and production rather than purchase that capability from us as a supplier. If we fail to keep pace with evolving technological demands, our products and
services may become less competitive, our market position may be negatively impacted, and our business, financial condition, and results of operations could be materially adversely affected.

We operate in highly competitive markets with competitors who may have greater resources than we possess.

We operate in a highly competitive global industry with evolving industry standards and technological advances. We compete with domestic and
international companies that may have substantially greater manufacturing, purchasing, marketing and financial resources than we do and who may be able to offer more competitive pricing terms and compete more effectively for large-scale contracts by
offering different or greater capabilities or benefits such as technical qualifications that we do not have, greater experience and institutional knowledge from past performance on large-scale contracts, and enhanced geographic presence and
availability of key professional personnel. Further, within the aerospace and defense industry, suppliers have consolidated to expand their product offerings and to secure long-term sole-source positions. As a result, these competitors may be better
able to withstand the effects of periodic economic downturns. Some of our customers are also able to fulfill their manufacturing requirements in-house, thereby reducing their need for our products and
services. Our ability to compete depends on high product performance, consistent high quality, short lead time and timely delivery, competitive pricing, superior customer service and support, and continued certification under customer quality
requirements and assurance programs. Maintaining or improving our competitive position requires continued investment in manufacturing, engineering, quality standards, marketing, customer service and support, and in our distribution networks. If we
do not maintain sufficient resources to make these investments, are unsuccessful in meeting our quality or delivery standards, or are unsuccessful in maintaining our competitive position, we could face pricing pressures or loss in market share,
causing our operations and financial performance to suffer.
We have contracts with the U.S. government related to classified programs, which may
limit investor insight into portions of our business.
We derive a portion of our revenues from programs with the U.S. government
and its agencies that are subject to security restrictions (e.g., contracts involving classified information and classified programs), which preclude the dissemination of information and technology that is classified for national security purposes
under applicable law and regulation. In general, access to classified information, technology, facilities, or programs requires appropriate personnel security clearances, is subject to additional contract oversight and potential liability, and also
requires appropriate facility security clearances and other specialized infrastructure. In the event of a security incident involving classified information, technology, facilities, programs, or personnel holding clearances, we may be subject to
legal, financial, operational, and reputational harm. We are limited in our ability to provide information about these classified programs, their risks or any disputes or claims relating to such programs. As a result, investors have less insight
into our classified business or our business overall. However, historically the business risks associated with our work on classified programs have not differed materially from those of our other government contracts.

Further consolidation in the aerospace and defense industry could adversely affect our business and financial results.

The aerospace and defense industry has and continues to experience significant consolidation, including among our customers, competitors and
suppliers. Consolidation among our customers may result in delays in the awarding of new contracts and loss of existing business. Consolidation among our competitors may result in

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larger competitors with greater resources and market share, which could adversely affect our ability to compete successfully. Consolidation among our suppliers may result in fewer sources of
supply and increased cost to us.
Risks Related to our Operations

When we enter into fixed price contracts or undefinitized contract actions (“UCA”) with our customers, we take the risk for cost overruns.

A substantial portion of our customer relationships consist of long-term, fixed-price contracts. Pursuant to such contracts, we
have agreed to perform the work for a fixed price and, accordingly, realize all the benefit or detriment resulting from any decreases or increases in the costs of making these products. This risk is greater in a high inflationary environment.
Although we have attempted to minimize the effect of inflation on our business through contractual protections, some of our contracts do not permit us to recover increases in raw material prices, taxes or labor costs. Our inability to pass on
increased costs to our customers under fixed-price contracts could have a material adverse effect on our profit margins and financial condition.

We may operate from time to time under UCAs, under which we may begin performance at the direction of the U.S. government prior to completing
contract negotiations regarding pricing, specifications, and other terms. Under a UCA, the U.S. government has the ability to unilaterally definitize contracts and, absent a successful appeal of such action, the unilateral definitization of the
contract would obligate us to perform under terms and conditions imposed by the U.S. government. Such unilaterally imposed contract terms could include less favorable pricing or terms and conditions more burdensome than those negotiated in other
circumstances, which could negatively affect our expected profitability under such contract and could have a material adverse effect on our business, results of operations, prospects and financial condition.

We may be unable to obtain critical components, raw materials, and services from suppliers and subcontractors, which could disrupt or delay our ability
to deliver products to our customers and increase our costs.
Our ability to meet customer demands depends, in part, on timely and
adequate delivery of quality materials, parts, components, and manufacturing services from our suppliers and subcontractors. We obtain certain of our hardware components and sub-assemblies from a limited group
of suppliers, some of which are sole source suppliers. We also rely on certain subcontractors who perform portions of our manufacturing processes, including specialty processing and certain testing and inspection processes. Under certain
customer contracts, we are required to purchase specific materials from designated suppliers, which may limit our ability to find alternative sources of supply. Although we hold contracts with certain key suppliers that establish pricing and
minimize lead times, we do not have long-term binding agreements with all suppliers to continue producing and selling us required materials. Our business could therefore be adversely impacted by factors affecting our suppliers and contractors,
including destruction of their facilities or distribution infrastructure, work stoppages, failure to provide materials or services of requisite quality, natural disasters, pandemics, or inflationary pressures on labor and raw materials to the extent
we are unable to pass along such cost increases to our customers.
If any supplier becomes capacity constrained, financially unstable, or
otherwise unable or unwilling to supply us, locating alternative suppliers or redesigning products to accommodate different components could require significant time and expense, and result in manufacturing delays and increased inventory of
unfinished products subject to obsolescence risk. There are also risks that we may have disputes with our subcontractors regarding the quality and timeliness of their work, customer concerns about the subcontractor, our failure to extend existing
task orders or issue new task orders under a subcontract, or our hiring of personnel of a subcontractor. A failure by any of our sole-sourced or group subcontractors to timely and satisfactorily provide the required, defect-free supplies or
components, or perform the required services, may materially and adversely impact our ability to perform our obligations as the prime contractor.

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In addition, raw materials and components used in the manufacture of our products, or in
development projects we may pursue in the future, may be subject to supply shortages, which may negatively impact our results of operations and growth plans. In recent years, we have experienced price inflation in certain raw materials, including
aluminum, nickel, and titanium; increased fuel costs resulting in a rise in shipping and handling costs related to the shipment of goods to our customers; as well as labor market shortages resulting in increased labor costs. Certain geopolitical
events, such as Russia’s invasion of Ukraine and conflicts in the Middle East, may also result in escalating energy and commodity prices, increases in the costs of raw materials, and other inflationary pressures. We may not be able to pass
through inflationary cost increases under our existing fixed-price contracts.
Any sustained inability to obtain necessary components or
services could cause customers to terminate or delay contracts and orders, negatively impact our ability to win new programs, disrupt future development programs, or increase our costs, any of which could have a material adverse effect on our
business, results of operations, prospects, and financial condition.
Our operations depend on our manufacturing facilities, which are subject to
physical and other risks that could disrupt production.
Our operations and those of our customers and suppliers may be subject to
natural disasters, climate change-related events, pandemics, or other business disruptions, which could seriously harm our results of operations and increase our costs and expenses. Some of our manufacturing facilities are located in regions that
may experience earthquakes or be impacted by severe weather events, such as increased storm frequency or severity and fires in hotter and drier climates. These could result in potential damage to our physical assets as well as disruptions in
manufacturing activities.
We are also vulnerable to damage from other types of disasters, including power loss, fire, explosions, floods,
communications failures, pandemics, terrorist attacks, and similar events. Disruptions could also occur due to cyberattacks, computer or equipment malfunction (whether accidental or intentional), operator error, or process failures. If insurance or
other risk transfer mechanisms included in our existing disaster recovery and business continuity plans are insufficient to recover all costs, we could experience a material adverse effect on our cash flows, business, results of operations,
prospects, and financial condition.
Certain future operational facilities may require significant expenditures in capital improvements and
operating expenses to develop, mature, and enhance such operations to meet our customers’ requirements, and the ongoing need to maintain existing operational facilities requires us to expend capital.

As part of our growth strategy, we may need to acquire, build, or utilize additional facilities. Construction of incremental factories or other
facilities in which we conduct our operations may require significant capital expenditures to develop, and we may be required to make similar expenditures to expand, improve, or construct adequate facilities for our operations in the future. If we
cannot access the capital we need, we may not be able to execute on our growth strategy, take advantage of future opportunities, or respond to competitive pressures.

Any actual or alleged failure or misuse of our products may damage our reputation, necessitate a product recall, or result in regulatory investigations
or claims against us that expose us to significant costs.
Our products are extremely complex and must integrate successfully with
our customers’ equally complex products and those of their vendors. Defects in the design and manufacture of our products or our subcontractors’ products may occur, particularly when we incorporate new technologies into our customer
solutions. If any of our products are defective, we could be required to pay substantial damages or warranty claims, or face actions by regulatory bodies and government authorities. Such an event could result in significant expenses, delay sales,
inflate inventory, cause reputational damage, or cause us to withdraw from certain markets. We are also exposed to product liability claims. Many of our products are used in applications where their failure or misuse could

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result in significant property or economic loss and serious personal injury or death. We may also be subject to involuntary product recalls or may voluntarily conduct a product recall. Even an
isolated incident, such as a high-profile product recall, or the aggregate effect of individually insignificant incidents, can erode trust and confidence, particularly if such incident or incidents result in adverse publicity, governmental
investigations or litigation, and as a result, could tarnish our reputation. The costs associated with any future product recalls could be significant. In addition, any product recall, regardless of direct costs of the recall, may harm consumer
perceptions of our products and have a negative impact on our future revenues and results of operations. In addition to government regulation, products that have been or may be developed by us may expose us to potential liability from personal
injury or property damage claims by the users of such products. There can be no assurance that a claim will not be brought against us in the future, regardless of merit.

Publicly available information regarding our business has historically been limited, in part due to the sensitivity of our work with customers
or contractual requirements limiting or preventing public disclosure of certain aspects of our work or relationships with certain customers. However, as our business grows and attracts greater public attention, we may become the subject of
unfavorable news coverage, including unsubstantiated allegations or misleading reports concerning product quality, safety, or regulatory compliance of our products. Such negative publicity could prompt regulatory scrutiny, government audits, or
formal investigations by agencies such as the Department of War Inspector General or Defense Contract Management Agency, regardless of whether any actual deficiency exists in our products or processes. Many of our customer contracts prohibit us from
issuing any public release of information, or confirmation or denial of same, with respect to the applicable contract or its subject matter without the prior written approval of the customer. As a result, we may be unable to respond publicly to
negative or misleading coverage regarding us, our products, or our role in broader defense and aerospace programs, which could cause customers to launch claims against us or result in regulatory actions being taken against us, including audits of
our facilities.
We maintain product liability insurance coverage with third-party insurers as part of our overall risk management
strategy and in response to certain contracts that require us to maintain specific insurance coverage limits. Not every risk or liability is or can be protected by insurance, and for those risks we insure, the limits of coverage that are reasonably
obtainable may not be sufficient to cover all actual losses or liabilities incurred. We are limited in the amount of insurance we can obtain to cover certain risks, such as cybersecurity risks and natural hazards, including earthquakes; fires; and
extreme weather conditions, some of which can be worsened by climate change and pandemics. If any of our third-party insurers fail, become insolvent, cancel our coverage, or otherwise are unable to provide us with adequate insurance coverage or to
renew our insurance coverage on favorable terms, then our overall risk exposure and our operational expenses could increase, and the management of our business operations could be disrupted. Our insurance may be insufficient to protect us from
significant product and other liability claims or losses.
In some circumstances, we are entitled to certain legal protections or
indemnifications from our customers through contractual provisions, laws, regulations, or otherwise. However, these protections are not always available, can be difficult to obtain, are typically subject to certain terms or limitations, including
the availability of funds, and may not be sufficient to cover all losses or liabilities incurred. If liability claims or losses exceed our current or available insurance coverage, customer indemnifications, or other legal protections, our business,
results of operations, prospects, and financial condition could be materially adversely affected. Any significant claim may have a material adverse effect on our industry and market reputation, leading to a substantial decrease in demand for our
products and services and reduced revenues, making it more difficult for us to compete effectively, and could affect the cost and availability of insurance coverage at adequate levels in the future.

We may not have the ability to renew facilities leases on terms favorable to us and relocation of operations presents risks due to business
interruption.
Certain of our manufacturing facilities are under leases that will expire in the future. We have made significant
capital expenditures to improve several of our leased facilities to make them suitable for our purposes

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and meet customer requirements, including, when applicable, requirements to obtain facility security clearances for U.S. government contractors. However, at the end of the lease term and during
any renewal period for a facility, we may be unable to renew the lease without substantial additional cost, if at all, and may be unable to offset these cost increases by charging more for our products and services. If we are unable to renew our
facility leases, we may close or relocate a facility, which could subject us to construction and other costs and risks, including those that affect our ability to meet certain contractual schedule commitments, which in turn could have a material
adverse effect on our business, results of operations, prospects, and financial condition. Additionally, for new facilities, we may need to obtain new qualifications, including security clearances, to meet customer or contractual requirements, and
there is no assurance that we will obtain such qualifications on a timely basis, if at all. Further, we may not be able to secure replacement facilities that meet our commercial needs or comply with our contractual obligations. Even a brief closure
to relocate a given facility could negatively impact such facility’s sales and contribution to our results of operations.
Many of
our facilities are located on leased premises subject to non-cancellable leases. Typically, our leases have initial terms ranging from 4 to 20 years, with options to renew for specified periods of time, and we
believe that our future leases will have similar terms. If we close or stop fully utilizing a facility, we may remain obligated to perform under the applicable lease, which could include, among other things, making the base rent payments and paying
insurance, taxes, and other expenses on the leased property for the remainder of the lease term. Our inability to terminate a lease could have a material adverse effect on our business, results of operations, prospects, and financial condition.

We rely on the significant experience and specialized expertise of our senior management and engineering and operational staff, and must retain and
attract qualified and highly skilled personnel to grow our business successfully.
Because our products are highly engineered, we
depend on an educated and trained workforce. There is substantial competition for skilled personnel in our industry, and we could be materially adversely affected by a shortage of skilled employees. We may not be able to continue to hire, train, and
retain qualified employees at current wage rates because we operate in a competitive labor market and significant inflationary and other pressures on wages exist and may continue to exist in the future.

In addition, our success depends in part on our ability to attract and motivate our senior management and key employees. For example, we rely
on the relationships and reputation that many members of our senior management team have established and maintain with U.S. government personnel to maintain strong customer relationships and to identify new business opportunities. Achieving this
objective may be difficult due to a variety of factors, including fluctuations in economic and industry conditions, competitors’ hiring practices, and the effectiveness of our compensation programs. Competition for qualified personnel can be
intense, and the loss of any member of our senior management could impair our ability to secure new contracts, maintain good customer relations, and otherwise manage our business. If we are unable to effectively provide for the succession of key
personnel and senior management, our business, results of operations, prospects, and financial condition could be materially adversely affected.

We depend on our ability to recruit and retain employees who have advanced engineering and technical services skills and who work well with
our customers. These employees are in great demand and are likely to remain a limited resource in the foreseeable future. The current tight labor market and increased restrictions on the import of foreign labor have adversely impacted our ability to
recruit qualified personnel, including engineers. If we are unable to recruit and retain a sufficient number of these employees, our ability to maintain our competitiveness and grow our business could be negatively affected. The loss of any
significant number of our existing engineering personnel could have a material adverse effect on our business and operating results. Additionally, if our newly recruited employees perform poorly, or if we are unsuccessful in hiring, training,
managing, and integrating these new employees, our business may be negatively impacted.

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We are party to a collective bargaining agreement with the International Association of
Machinists and Aerospace Workers, which covers employees at our Stockton, California facility and expires on November 30, 2028. We are also party to a collective bargaining agreement with the International Union of Electronic, Electrical,
Salaried, Machine and Furniture Workers, the industrial division of the Communications Workers of America (IUE-CWA), which covers employees at our Newington, Connecticut facility and expires on March 6, 2027. While there have been no material labor
disruptions as a result of strikes, lockouts, or work stoppages in recent years, any failure to successfully negotiate a renewal of the collective bargaining agreement or any labor disruption during the renegotiation process could increase our labor
costs or disrupt our operations. In addition, we have in the past and could face in the future a variety of employee claims against us, including but not limited to general discrimination, privacy, wage and hour, labor and employment, Employee
Retirement Income Security Act, and disability claims. Any claims could also result in litigation or regulatory proceedings being brought against us by various government agencies that regulate our business, including the U.S. Equal Employment
Opportunity Commission. Often these cases raise complex factual and legal issues and create risks and uncertainties. If we were to become subject to such labor disputes, it could have a negative effect on our relationships with our employees and
adversely affect our business, financial condition and results of operations.
Misconduct of employees, subcontractors, agents, suppliers or
business partners and others working on our behalf could cause us to lose existing contracts or customers and adversely affect our ability to obtain new contracts and customers and could have a material adverse effect on our reputation, business,
results of operations, prospects, and financial condition.
Misconduct could include fraud or other improper activities such as
falsifying time or other records; violations of laws; or failure to comply with our policies or procedures or various regulations or legislation, including those that govern federal, state, or local governmental procurement; the use and safeguarding
of classified or other protected information; the pricing of labor and other costs in government contracts; environmental, health or safety matters; bribery of foreign government officials, import-export control, lobbying or similar activities and
any other applicable laws or regulations. Although we have implemented policies, procedures, training, and other compliance controls to prevent and detect these activities, these precautions may not prevent all misconduct, and as a result, we could
face unknown risks or losses. This risk of improper conduct may increase as we continue to expand and do business with new partners. Our failure to comply with applicable laws or regulations could damage our reputation and subject us to
administrative, civil, or criminal investigations and enforcement actions; fines and penalties; restitution or other damages including civil False Claims Act allegations (which can include civil penalties and treble damages); loss of security
clearance; loss of current and future customer contracts; loss of privileges; and other sanctions, including suspension or debarment from contracting with federal, state or local government agencies, any of which would have a material adverse effect
on our reputation, business, results of operations, prospects, and financial condition.
If we are unable to grow and scale our facilities and
systems, we may not be able to sustain our growth or adapt to evolving customer needs.
We anticipate that further growth of our
facilities and systems will be required to expand our customer base and our product and service offerings. However, if we are unsuccessful in our efforts to obtain new or expand existing facilities and expand our systems, we may not be able to
achieve our growth plans. Our success will depend in part upon the ability of our senior management to manage our increased complexity and expected growth effectively. To support our expected growth, we must continue to improve our operational,
financial, and management information systems. If we are unable to manage our growth while maintaining our quality of service, or if new systems that we implement to assist in managing our growth do not produce the expected benefits, then our
business, results of operations, prospects, and financial condition could be materially adversely affected.
We may need to invest in new
information technology systems and infrastructure to scale our operations.
We may need to adopt new information technology systems
and infrastructure to scale our business and obtain the synergies from prior and future acquisitions. Failures of our existing information technology and

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business systems and infrastructure, or delays, problems, or disruptions in the adoption of new systems, could create product development or production work stoppages, unnecessarily increase our
inventory, negatively impact product delivery times and quality, and increase our compliance costs. Failure to invest in newer information technology and business systems and infrastructure may lead to operational inefficiencies and increased
compliance costs and risks. Even if we were to invest in adopting upgrades or replacements to our information technology systems and infrastructures, these upgrades or replacements may not improve our productivity to the levels anticipated and may
subject us to inherent costs and risks associated with implementing, replacing, and updating these systems, including potential disruption of our internal control structure, substantial capital expenditures, demands on management time and other
risks of delays or difficulties in transitioning to new systems or of integrating new systems into other existing systems. If we are unable to maximize the utility and benefit of our information technology and business tools or any upgrades thereto,
our ability to scale our operations and realize operational improvement goals may be negatively impacted.
Technology failures,
cybersecurity breaches and other unauthorized access to or use of our information technology systems or sensitive or proprietary information could have a material adverse effect on our business and operations.

Our operations rely on the proper functioning of information technology systems and infrastructure, including both systems and infrastructure
that we operate for ourselves and systems or infrastructure that we access through or purchase from third parties, to transmit, store, protect and otherwise process electronic information, including sensitive, personal and proprietary information.
Any failure of, or disruption to, our information technology systems or those of our third-party service providers, whether as a result of cybersecurity attacks or otherwise, could damage our reputation, subject us to legal claims (including class
actions) and proceedings or remedial actions, create risks of violations of data privacy laws and regulations, interfere with our operations and cause us to incur substantial additional costs. For more information on the laws and regulations that
govern privacy, data protection, cybersecurity and the collection, storage, transmission, use and other processing of sensitive, personal and proprietary information, see “—Risks Related to Legal and Regulatory Matters—Our business
is subject to federal and state laws regarding data protection, privacy, and data security, as well as confidentiality obligations under various agreements, and our actual or perceived failure to comply with such obligations could damage our
reputation, expose us to litigation risk and materially adversely affect our business and operating results.”
While we have
implemented cybersecurity risk management programs, policies, and internal controls designed to protect our information technology systems and data, including our efforts to comply with applicable DoW security standards, no security measures can
provide absolute assurance. Consequently, we cannot guarantee that our protective protocols will be fully effective against all current or future cybersecurity threats, or prevent unauthorized access, data loss, or system disruptions in every
instance. For example, we face risks of disruptions, failures, computer viruses or other malicious codes or bugs, malware or ransomware incidents, unauthorized access attempts, theft of intellectual property, trade secrets, or other corporate
assets, denial of service attacks and phishing / social engineering, from a diverse set of threat actors, including hacking by individuals, criminal groups or nation-state organizations or social activist (“hacktivist”) organizations,
insider threats, and other bad actors. Further, events such as natural disasters, fires, accidents, power outages, systems failures, telecommunications failures, acts of terrorism, vandalism or sabotage, acts of war or other states of emergency,
employee error or malfeasance or other catastrophic events could similarly cause interruptions, disruptions or shutdowns, or exacerbate the risk of the failures described above, and threat actors’ malicious activities may be significantly
enhanced through the use of artificial intelligence. These risks may increase as more employees work from home or as we integrate new technology systems that may be subject to cybersecurity vulnerabilities. Any data loss, cybersecurity incident, or
information security lapse resulting in the unauthorized access, compromise, or improper use of our proprietary information, employee personal data, or customer provided controlled unclassified information (“CUI”) could result in claims,
remediation costs, regulatory investigations, the loss of government contracts, interruptions to the services we provide, degradation in the user experience, a loss of confidence and trust in our products and solutions and a decrease in the use of

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our products and solutions. Furthermore, while classified information is strictly maintained in isolated, federally approved enclaves subject to National Industrial Security Program Operating
Manual requirements, any security breach of these physically separate systems could result in the revocation of our facility security clearances, criminal sanctions, and severe reputational harm.

In addition, third parties may attempt to fraudulently induce our employees, contractors, vendors, service providers, consultants or customers
to disclose information in order to gain access to our or our customers’ proprietary, confidential or sensitive information, including personal information. We may incur significant costs in protecting against or remediating such incidents and
as such incidents continue to evolve, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any security or cybersecurity vulnerabilities or any actual
or suspected breaches, incidents, compromises or disruptions. While we have certain disaster recovery arrangements in place, our preparations may not be adequate to account for disasters or similar events that may occur in the future and may not
effectively permit us to continue operating in the event of any problems with respect to our systems or those of our third-party providers. Our disaster recovery may be inadequate, and our business interruption insurance may not be sufficient to
compensate us for the losses that could occur. The third parties with which we do business also are susceptible to the foregoing risks (including regarding the third parties with which they are similarly interconnected or on which they otherwise
rely), and our business operations and activities may therefore be affected adversely by failures, terminations, errors or malfeasance by, or attacks or constraints on, such third parties. The failure of these third parties to provide adequate
services and technologies, or to adequately maintain or update their services and technologies, could result in significant disruption to our business operations. While we generally perform cybersecurity due diligence on our key vendors, service
providers, contractors and consultants, if these third parties fail to adopt or adhere to adequate cybersecurity practices, or in the event of a breach, incident, disruption or other compromise of their networks, systems or applications, our or our
customers’ proprietary, confidential or sensitive information, including personal information, may be improperly lost, destroyed, modified, accessed, used, disclosed or otherwise processed, which could subject us to claims, demands,
proceedings and liabilities. We cannot control such third parties and cannot guarantee that a compromise, breach, incident or disruption will not occur on their networks, systems or applications. Although we may have contractual protections with our
third-party vendors, service providers, contractors and consultants, any actual or perceived cybersecurity breach, incident or disruption could harm our reputation and brand, expose us to potential liability or require us to expend significant
resources on cybersecurity and in responding to any such actual or perceived compromise, breach, incident or disruption and negatively impact our business. Any contractual protections we may have from our third-party vendors, service providers,
contractors and consultants may not be sufficient to adequately protect us from any such liabilities and losses, and we may be unable to enforce any such contractual protections.

We have experienced, and may experience in the future, either directly or through our supply chain or other channels, cybersecurity incidents.
To date, we are not aware of risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect the Company, including its business strategy,
results of operations or financial condition. Existing or emerging threats involving changing attack techniques and tools (including artificial intelligence) may circumvent our existing security controls and evade detection. As a result, we may be
unable to anticipate or implement sufficient control measures to successfully defend against these techniques, or to detect, investigate, remediate, or recover from an identified incident in a timely manner. We cannot predict the degree of any
impact that increased monitoring, assessing, or reporting of cybersecurity matters would have on our business, results of operations, prospects, and financial condition. Moreover, the costs, potential monetary damages, and operational consequences
of responding to cybersecurity incidents may not be covered by any insurance that we may carry from time to time and we cannot be certain that such insurance policies will continue to be available to us on economically reasonable terms, or at all,
or that any insurer will not deny coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium
increases or the imposition of large deductible or co-insurance requirements, could adversely affect our business, financial condition and results of

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operations. Additionally, from time to time, we may implement new information technology systems or replace and/or upgrade our current information technology systems, which may not improve our
productivity to the levels anticipated and may subject us to inherent costs and risks associated with implementing, replacing, and updating these systems, including potential disruption of our internal control structure, substantial capital
expenditures, demands on management time and other risks of delays or difficulties in transitioning to or integrating new systems.
Risks Related to
our Financial Condition
Our indebtedness and restrictive covenants under our credit facilities could limit our operational and financial
flexibility.
As of March 31, 2026, our total indebtedness was approximately $1,017.8 million, consisting of
approximately $971.7 million in principal amount of term loan borrowings under our Credit Agreement and $46.1 million of borrowings under our revolving credit facility. We may incur additional indebtedness in the future. Our indebtedness
could have important consequences. For example, it could: increase our vulnerability to general economic downturns and adverse competitive and industry conditions; increase the risk we are subjected to downgrade or put on a negative watch by the
ratings agencies; limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; place us at a competitive disadvantage compared to competitors that have less debt; negatively impact
investors’ perception of us; impact our ability to pay dividends and make other distributions or to purchase, redeem or retire capital stock; and limit, along with the financial and other restrictive covenants contained in the documents
governing our indebtedness, among other things, our ability to borrow additional funds, make investments, and incur liens.
Although the
Credit Agreement contains restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of significant qualifications and exceptions, and the indebtedness incurred in compliance with these qualifications and
exceptions could be substantial. For more information on the Credit Agreement, see “Description of Material Indebtedness.”
Volatility
in the financial markets may impede our ability to successfully access capital markets and ensure adequate liquidity and may adversely affect our customers and suppliers.

Turmoil in the capital markets may impede our ability to access the capital markets when we would like, or need, to raise capital or may
restrict our ability to borrow money on favorable terms. Such market conditions could have an adverse impact on our flexibility to react to changing economic and business conditions and on our ability to fund our operations, acquisitions, and
capital expenditures in the future. In addition, interest rate fluctuations, financial market volatility, or credit market disruptions may also negatively affect our customers’ and our suppliers’ ability to obtain credit to finance their
businesses on acceptable terms. As a result, our customers’ need for and ability to purchase our products or services may decrease, and our suppliers may increase their prices, reduce their output or change their terms of sale. If our
customers’ or suppliers’ operating and financial performance deteriorates, or if they are unable to make scheduled payments or obtain credit, our customers may not be able to pay, or may delay payment of, accounts receivable owed to us,
and our suppliers may restrict credit or impose different payment terms. Any inability of customers to pay us for our products and services or any demands by suppliers for different payment terms may adversely affect our earnings and cash flow.

Servicing our indebtedness requires a significant amount of cash. Our ability to generate cash depends on many factors, and any failure to meet our debt
service obligations could have a material adverse effect on our business, results of operations, prospects, and financial condition.

Our ability to make payments on and to refinance our indebtedness and to fund our operations, will depend on our ability to generate cash in
the future, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

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Our business may not generate sufficient cash flow from operations, and future borrowings
may not be available to us under the Credit Agreement or otherwise in amounts sufficient to enable us to service or pay our indebtedness or to fund our other liquidity needs, capital requirements or growth initiatives. If we cannot service our debt,
the availability of cash to fund working capital requirements may decrease, and we may have to reduce, delay, or forego certain capital expenditures, acquisitions, research and development efforts, or take other actions such as selling assets,
restructuring or refinancing our debt, or seeking additional equity capital. These remedies may not be available to us on commercially reasonable terms, or at all. Our ability to restructure or refinance our debt will depend on the condition of the
capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. The terms of
existing or future debt instruments may restrict us from adopting any of these alternatives. Any inability by us to obtain financing in the future or otherwise generate sufficient cash to service our debt or fund our other operational needs could
have a material adverse effect on our cash flows, business, results of operations, prospects, and financial condition.
We use estimates and make
assumptions in accounting for many of our contracts and programs and changes in our estimates could materially adversely affect our future financial results.

Our consolidated financial statements are prepared in conformity with GAAP. These principles require us to make estimates and assumptions
regarding our contracts that affect the reported amounts of revenue and expenses during the reporting period. Accounting for revenue recognized over time requires judgment relative to assessing risks, including technical and schedule risks;
estimating contract consideration and costs, including the effects of inflation and other economic projections; and business volume assumptions and asset utilization. Due to the nature of certain of our contracts, the estimation of total sales and
cost at completion is complicated and subject to many variables. While we base our estimates on historical experience and on various assumptions that we believe to be reasonable under the circumstances at the time made, actual results may differ
materially from those estimated.
Our pro forma financial information may not be representative of our future performance.

In preparing the pro forma financial information included in this prospectus, we have made adjustments to our historical financial information
based upon currently available information and upon assumptions that our management believes are reasonable in order to reflect, on a pro forma basis, the impact of the acquisition of CBI. The estimates and assumptions used in the calculation of the
pro forma financial information in this prospectus may be materially different from our actual experience. Accordingly, the pro forma financial information included in this prospectus does not purport to indicate the results that would have actually
been achieved had the acquisition of CBI been completed on the assumed date or for the periods presented, or which may be realized in the future, nor does the pro forma financial information give effect to any events other than those discussed in
our unaudited pro forma condensed combined financial statements of operations and related notes.
Risks Related to Legal and Regulatory
Matters
Our business, operations and products expose us to numerous legal and regulatory requirements.

We are subject to numerous state and federal laws, directives and regulations that involve matters central to our business, including data
privacy and security, employment and labor relations, environmental, health and safety matters, taxation, anti-corruption, anti-bribery, import-export controls (including tariffs), trade restrictions, sanctions, internal and disclosure control
obligations, securities regulation, and anti-competition. Compliance with legal requirements is costly, time-consuming and requires significant resources. Violations of one or more of these legal requirements in the conduct of our business could
result in significant fines and other damages, criminal sanctions against us or our officers, prohibitions on doing business, disqualification from bidding on future government contracts, and damage to our reputation. Violations of these regulations
or contractual

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obligations related to regulatory compliance in connection with the performance of customer contracts could also result in liability for significant monetary damages, fines and criminal
prosecution, unfavorable publicity and other reputational damage, restrictions on our ability to compete for certain work, and allegations by our customers that we have not performed our contractual obligations.

Contracting in the defense industry is subject to significant regulation, including rules related to bidding, billing and accounting, kickbacks and
false claims, and any non-compliance could subject us to fines and penalties or possible debarment.

Contracting with government agencies, whether directly or indirectly through our customers, exposes our business to heightened regulation.
Contracting in the defense industry is subject to significant regulation, including rules related to bidding, billing and accounting, kickbacks, and false claims, and any non-compliance with such regulation
could subject us to substantial civil and criminal fines, penalties, or possible debarment as a government contractor. These fines and penalties could be imposed for failing to follow procurement integrity and bidding rules, employing improper
billing practices or otherwise failing to follow cost accounting standards, receiving or paying kickbacks, or filing false claims.
We
have been, and expect to continue to be, subjected to routine audits and investigations by government agencies. The failure to comply with the terms of our government contracts could harm our business reputation, which could significantly reduce our
sales and earnings. It could also result in withheld progress payments or our suspension or debarment from future government contracts, which could have a material adverse effect on our business, results of operations, prospects, and financial
condition. In addition, we could be subject to criminal or civil penalties or administrative sanctions, including contract termination or breach of contract actions including related damages, fines, forfeiture of fees, suspension of payment, and
civil False Claims Act allegations (which can include civil penalties and treble damages), any of which could have a material adverse effect on our reputation, business, results of operations, prospects, and financial condition.

Whether we contract directly with the U.S. government and U.S. government agen

### EX-5.1 - EX-5.1
EX-5.1
3
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EX-5.1

EX-5.1

Exhibit 5.1

601 Lexington Avenue

New York, NY 10022
United States

+1 212 446 4800

www.kirkland.com
May 26, 2026

Applied Aerospace & Defense, Inc.
355 Quality
Circle NW
Huntsville, Alabama 35806
Re: Registration
Statement on Form S-1
We are issuing this opinion in our capacity as special legal counsel to
Applied Aerospace & Defense, Inc., a Delaware corporation (the “Company”), in connection with the proposed registration by the Company under the Securities Act of 1933, as amended (the “Act”), on a Registration
Statement on Form S-1 (Registration No. 333-295691) initially publicly filed with the Securities and Exchange Commission (the “Commission”) on
May 8, 2026 (as such registration statement is amended or supplemented, the “Registration Statement”) of 37,375,000 shares of common stock, par value $0.01 per share (the “Common Stock”), that may be offered by the
Company (the “Shares”) (including Shares issuable by the Company upon exercise of the Underwriters’ (as defined below) over-allotment option, if any).

In connection therewith, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the purpose of this opinion, including (i) the corporate and organizational documents of the Company, including the form of Second Amended and Restated Certificate of
Incorporation of the Company, filed as Exhibit 3.2 to the Registration Statement (the “Certificate of Incorporation”), (ii) the form of Underwriting Agreement (the “Underwriting Agreement”) proposed to be entered
into by and among the Company and Morgan Stanley & Co. LLC, Jefferies LLC, BofA Securities, Inc. and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to the
sale by the Company to the Underwriters of the Shares, filed as Exhibit 1.1 to the Registration Statement, (iii) minutes and records of the corporate proceedings of the Company with respect to the issuance and sale of the Shares and
(iv) the Registration Statement.
For purposes of this opinion, we have assumed the authenticity of all documents submitted to us as
originals, the conformity to the originals of all documents submitted to us as copies and the authenticity of the originals submitted to us as copies. We have also assumed the legal capacity of all natural persons, the genuineness of the signatures
of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto (other than the Company), and the due authorization, execution and delivery of all documents
by the parties thereto (other than the Company). As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other
representatives of the Company and others.

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Applied Aerospace & Defense, Inc.

May 26, 2026

Page 2
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Based upon and subject to the assumptions, qualifications and limitations identified in this
opinion, we are of the opinion that:
When the Certificate of Incorporation is duly filed with the Secretary of State of the State of
Delaware, the Shares will be duly authorized, and, when the Registration Statement becomes effective under the Act, the final Underwriting Agreement is duly executed and delivered by the parties thereto and the Shares are registered by the
Company’s transfer agent and delivered against payment of the agreed consideration therefor, all in accordance with the final Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable.

Our advice on every legal issue addressed in this opinion is based exclusively on the internal law of New York and the General Corporation Law
of the State of Delaware.
For purposes of rendering our opinions expressed above, we have assumed that (i) the Registration
Statement remains effective during the offer and sale of the Shares and (ii) at the time of the issuance, sale and delivery of each Share (x) there will not have occurred any change in law affecting the validity, legally binding character
or enforceability of such Share and (y) the issuance, sale and delivery of such Share, the terms of such Share and compliance by the Company with the terms of such Share will not violate any applicable law, any agreement or instrument then
binding upon the Company or any restriction imposed by any court or governmental body having jurisdiction over the Company.
We do not
find it necessary for the purposes of this opinion, and accordingly we do not purport to cover herein, the application of the securities or “Blue Sky” laws of the various states to the issuance of the Shares.

This opinion is limited to the specific issues addressed herein, and no opinion may be inferred or implied beyond that expressly stated
herein. This opinion speaks only as of the date that the Registration Statement becomes effective under the Act, and we assume no obligation to revise or supplement this opinion should the present laws of the State of New York or the General
Corporation Law of the State of Delaware be changed by legislative action, judicial decision or otherwise after the date hereof.
This
opinion is furnished to you in connection with the filing of the Registration Statement and is not to be used, circulated, quoted or otherwise relied upon for any other purposes.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm
under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act of the rules and
regulations of the Commission.
This opinion and consent may be incorporated by reference in a subsequent registration statement on Form S-1 filed pursuant to Rule 462(b) under the Act with respect to the registration of additional securities for sale in the offering contemplated by the Registration Statement and shall cover such additional
securities, if any, registered on such subsequent registration statement.

Very truly yours, |

/s/ Kirkland & Ellis LLP |

Kirkland & Ellis LLP |

### EX-10.6 - EX-10.6
EX-10.6
4
d25758dex106.htm
EX-10.6

EX-10.6

Exhibit 10.6

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3437 S. Airport Way

Stockton, CA 95206
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November 25, 2025
Christopher Rogers

[***]
Dear Mr. Rogers,

We are delighted to offer you the position of Chief Growth Officer for Applied Aerospace and Subsidiaries, contingent upon your successful completion
of a Company paid pre-employment physical, drug screen and background check.
Key Terms of the Offer:

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Position Title: Chief Growth Officer
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Exemption Status: Salary/Exempt
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Reporting To: James “Trip” Ferguson, CEO
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Estimated Start Date: December 1, 2025
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Work Location: Remote (home office in Virginia)
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Work Schedule: 9/80 Schedule (every other Friday off)
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Compensation:
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Base rate of pay : $350,000 annualized (paid bi-weekly).
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Annual Bonus : Eligible for the Leadership EBITDA bonus. Target is 65% of base compensation.

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Discretionary Bonus Potential: May be eligible for a bonus, estimated at 2% of annualized base
compensation, pending Company achieving financial objectives and other parameters that are considered for this discretionary bonus.
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Safety Bonus: Up to $350 annually via payroll and up to 2 days paid vacation based on Company achieving
safety objectives & other parameters as specified in the safety program.
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Vacation : You will accrue 4.62 hours per pay period (120 hours/3 weeks per year).
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Benefits:
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All regular/full-time employee benefits including enrollment in the Medical, Dental, Vision, Life Insurance,
Disability, and 401K plan are available to you in accordance with the attached summary titled “Non-Union Benefit Structure”.
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Highlights include
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up to 6% 401k match and profit sharing contribution
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100% Employer paid dental, vision, life and disability offerings
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We look forward to you accepting this position with Applied Aerospace as we anticipate your contributions will be of major benefit to the Company. Please
respond with your signature below for acceptance of this position, within 2 business days.
Sincerely,

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Applied Aerospace

### EX-10.7 - EX-10.7
EX-10.7
5
d25758dex107.htm
EX-10.7

EX-10.7

Exhibit 10.7

APPLIED AEROSPACE STRUCTURES, CORP.

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (“ Agreement ”) is made and entered into as of December 1, 2022 (the
“ Effective Date ”) by and between Kevin Bidlack (hereinafter referred to as “ Employee ”) and Applied Aerospace Structures, Corp., an Illinois corporation (hereinafter referred to as the
“ Company ”).
RECITALS

The Company and Employee previously entered into an employment agreement, dated as of May 1, 2020 (the “ Previous
Agreement ”);
The Company desires to employ Employee as the Chief Executive Officer and the Employee desires to commit his
employment with the Company as its Chief Executive Officer, on and pursuant to the terms of this Agreement; and
The Company and Employee
desire for this Agreement to supersede and replace the Previous Agreement in its entirety upon the Effective Date.
In consideration of
the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. TERMINATION OF PREVIOUS AGREEMENT . Each of the Company and Employee acknowledge and agree that, effective as of the date
hereof, and without any further action by any of the parties, (a) the Previous Agreement shall be terminated in its entirety with no additional cost or liability to the Company (or its successors or assigns), (b) all rights, obligations and
liabilities of the Employee under the Previous Agreement shall cease, (c) the Previous Agreement shall be deemed null and void and of no force or effect, provided that any salary or bonuses accrued but not yet paid by the Company to Employee
pursuant to the Previous Agreement will be paid to the Employee consistent with past practice, and any accrued paid time off (“ PTO ”) will be carried over and continue under this Agreement.

2. EMPLOYMENT AND DUTIES .

(a) The Company agrees to employ Employee and Employee hereby accepts employment by the Company as the Chief Executive Officer,
effective as of the date of this Agreement. The Employee shall perform, to the best of Employee’s ability, experience and talents, such duties as are commensurate with the position of Chief Executive Officer, or as may be assigned from time to
time by the Board of Directors of GB Eagle Holdings, LP (the “ Board ”).
(b) During the term of his employment,
Employee shall devote his entire time, attention and energies to the business of the Company. Notwithstanding the foregoing, nothing in this Agreement shall preclude Employee from devoting reasonable time for engaging in charitable or community
activities or managing his personal investments, provided that such activities and actions do not, individually or together, interfere with the regular performance of

Employee’s duties and responsibilities under this Agreement or involve a conflict of interest with the Company. Except as otherwise provided herein, Employee’s conduct shall be
governed by the general rules and polices applicable to employees of the Company.
3. TERM . This Agreement shall commence and
is effective upon the date first referenced above and continues through December 1, 2027 (the “ Initial Term ”), unless terminated in accordance with the provisions of this Agreement. Thereafter, unless previously terminated or
written notice not to renew is provided by either party to the other at least sixty (60) days prior to the end of the Employment Term, this Agreement and the Employment Term shall automatically renew for subsequent
one-year periods (each, a “ Renewal Term ” and collectively, the “ Employment Term ”).

4. COMPENSATION .

(a) During the Employment Term, the Company shall pay Employee as base compensation (the “ Base Salary ”) for his
services an annual salary of $450,000, payable in bi-monthly payments, less applicable withholdings. With respect to the first Renewal Term following expiration of the Initial Term (if applicable),
Employee’s Base Salary shall increase by ten percent (10%) relative to Employee’s Base Salary during the Initial Term. Employee shall be entitled to the maximum PTO accrual under the Company policy, but not less than six (6) weeks,
upon the signing of this Agreement and will take paid PTO each year in accordance with the Company’s policies and procedures. The Company shall provide Employee with substantially all other fringe benefits, which it makes available to other
employees of the Company. The Company also agrees to pay Employee’s monthly medical contribution, as elected by Employee.

(b) During the Employment Term, Employee shall be eligible to receive an annual bonus under the Company’s senior management bonus
plan, with an annual target amount equal to $300,000, based on the Company’s achievement of specified performance conditions to be determined by the Board in its sole discretion (any such bonus payable hereunder, the “ Annual
Bonus ”).
5. INVENTIONS .

(a) The Company shall have all rights including international priority rights in all Inventions (defined as any invention, idea, design,
concept, development, technique, discovery or improvement) whether or not patentable and/or subject to protection by intellectual property or patent laws, and all proposals, computer programs and writings, including any patent and copyright
interests therein, which Employee authors, conceives or makes, either solely or jointly with others, during Employee’s employment with the Company, which: (i) relate to any subject matter with which Employee’s work for the Company
or any of its affiliates may be concerned; (ii) relate to the business, products or services, or actual or demonstrably anticipated research or development, of the Company or the Company’s suppliers or contractors; (iii) involve the use
of the time, equipment, materials or facilities of the Company or any of its affiliates; or (iv) relate or are applicable to any phase of the Company’s research and development. Further, during the Employment Term and thereafter, at the
reasonable request of the Company and without expense to Employee, Employee agrees to execute all reasonable documents and to take all reasonable actions as may be necessary in order to assign all rights to or otherwise vest good title in (or as
directed by) the Company, and protect or exploit such rights, to the property and proprietary rights described in this subsection.

(b) Pursuant to California Labor Code Section 2870, the Company shall have no
rights in any Inventions made or conceived by Employee which do not involve any Confidential Information (as defined below), equipment, supplies facilities or materials of the Company, any of its affiliates or the Company’s suppliers or
contractors, and which are developed entirely on Employee’s own time unless: (i) the Invention relates at the time of conception or reduction to practice of the invention to the business, products or services of the Company, any of its
affiliates or the Company’s suppliers or contractors; or (ii) the Invention relates to actual or demonstrably anticipated research or development projects of the Company, any of its affiliates or the Company’s suppliers or
contractors: or (iii) the Invention results from any services performed by Employee for the Company, any of its affiliates or the Company’s suppliers or contractors.

(c) The term “ Confidential Information ” as used in this Section 5 and throughout this Agreement shall include
information of any nature and in any form which at the time or times concerned is not generally known to those persons engaged in a business similar to that conducted or contemplated by the Company and which relate to any one or more of the aspects
of the recent or past business(es) of the Company, any supplier or contractor of the Company, or any of its or their subsidiaries or affiliates, or any of their predecessors. Employee shall have no obligation under this Agreement to maintain in
confidence any information that (i) is in the public domain at the time of disclosure, (ii) though originally Confidential Information, subsequently enters the public domain other than by breach of Employee’s obligations hereunder or
by breach of another person’s or entity’s confidentiality obligations, or (iii) is shown by documentary evidence to have been known by Employee prior to disclosure to Employee by the Company. Confidential Information expressly does
not include information that is not legally protectable under federal or state law or applicable regulations. Nothing stated in this Agreement is intended to limit or restrict rights under applicable law such as engaging in protected activity under
the National Labor Relations Act, including discussing wages, hours, or working conditions, engaging in whistleblower activity, or discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any
other conduct that the Employee has reason to believe is unlawful. Pursuant to 18 U.S.C. § 1833(b), Employee will not be held criminally or civilly liable under any Federal or state trade secret law for the disclosure of a trade secret of the
Company that (A) is made (1) in confidence to a Federal, state, or local government official, either directly or indirectly, or to Employee’s attorney and (2) solely for the purpose of reporting or investigating a suspected
violation of law; or (B) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding.

6. RESTRICTIVE COVENANTS .

(a) During the Employment Term and any period in which Employee is employed by the Company or its affiliates, Employee shall not
directly or indirectly: (i) solicit or otherwise call upon any of the Company’s or any of its affiliates’ Customers (as defined below), except for or on behalf of the Company or any of its affiliates; (ii) engage in any
business that is a Competitor; or (iii) enter into any agreement with or solicit or cause others to solicit, the employment or engagement of any officer, salesperson, contractor, supplier, consultant or

employee of the Company or any of its affiliates, for the purpose of causing such officer, salesperson, contractor, supplier, consultant or employee to terminate his, her or its employment with
or engagement by the Company or such affiliate.
(b) Without limiting Section 6(a), during the Employment Term and any period
in which Employee is employed by the Company or its affiliates, and for a period of twelve (12) months immediately after the employee’s termination of employment for whatever reason, except with the prior written consent of the Company,
Employee shall not directly or indirectly: (i) solicit or induce or attempt to solicit or induce any employee of the Company to leave the Company that the Employee supervised or had contact with during the Employee’s employment with the
Company; or (ii) use any of the Company’s Confidential Information (as defined in Section 5 above) and Trade Secrets (as defined in Section 8 below) to solicit or induce or attempt to solicit or induce any (A) supplier,
vendor, contractor or Customer of the Company to terminate his, her or its relationship or business with the Company, or make any change adverse to the Company in such relationship or business with the Company, or (B) Potential Customer to
convince or prevent such Potential Customer from either entering into a relationship or conducting business with the Company.
For purpose
of this Agreement:
“ Competitor ” shall mean any business engaged as a business rival to the Company in the design,
fabrication, manufacture, assembly or sale of: (1) products or services similar to or competitive with the Company’s products or services during the term of Employee’s employment with the Company; or (2) products or services
similar to or competitive with those products or services planned or proposed to be introduced by the Company and known to the Employee at any time during the term of Employee’s employment with the Company;

“ Customer(s) ” shall mean a person, firm or other entity which within two (2) years prior to the date of
Employee’s termination with the Company acquired products or services directly or indirectly from the Company (or from one or more of its predecessor entities); and

“ Potential Customer(s) ” shall mean a person, firm or other entity which the Company, within one (1) year prior to the
date of Employee’s termination with the Company, directly or indirectly solicited, prepared a proposal or developed a plan, product or service for, or were preparing to solicit within one (1) year prior to the date of termination of
Employee’s employment with the Company, provided Employee knew about or was involved in the Company’s solicitation or preparation to solicit.

(c) If Employee’s employment with the Company terminates other than for Cause pursuant to Section 9(b) below and Employee
elects to receive severance pay pursuant to Section 9(b), and without limiting Section 6(b), the restrictions contained in Section 6(a)(ii) shall continue in full force and effect for the period that Employee receives severance pay in
those states in which Company conducts business, except that within the State of California, such restrictions shall extend only to the specific counties specified on Schedule A attached to this Agreement.

7. REMOVAL OF DOCUMENTS . No documents, files records, film, tapes or other
media, correspondence, notes, customer lists, brochures, catalogues or other papers (including copies) relating to the business of the Company, any affiliate of the Company or the Company’s suppliers, contractors or customers shall be removed
from the Company’s premises, except as Employee’s duties to or for the Company may require, and in such case Employee will immediately return such to the Company. Employee will not copy or duplicate any of the foregoing materials for
Employee’s own use or for any purpose whatsoever unless required for the Company’s business or benefit or otherwise specifically requested to do so by the Company. Employee shall also return all Company property including Company
electronic files at the end of Employee’s employment with Company or upon the Company’s earlier request. In the event that Employee’s employment with the Company terminates for any reason Employee grants consent to notification by
the Company to Employee’s new employer about Employee’s rights and obligations under this Agreement. The provisions of this Section shall survive the termination of this Agreement for any reason, to the extent allowed by law.

8. TRADE SECRETS . Employee understands that during the course of his employment, he has acquired and will continue to acquire and
have access to Trade Secrets (as defined below) and other Confidential Information (as defined above) of the Company, its affiliates, suppliers, contractors and customers and potential customers, whether or not reduced to writing, patented,
copyrighted or trademarked, all of which is confidential in nature and of great value to the Company. Employee will not divulge any Trade Secrets or Confidential Information to any other person, firm or other entity, or use, rely on, or permit the
use of any of Trade Secrets or other Confidential Information other than pursuant to this Agreement on behalf of the Company. “ Trade Secrets ” is to be broadly defined and includes (a) all information that has or could have
commercial value or other utility in the business in which the Company or its customers are engaged or in which they contemplate engaging, and (b) all information that, if disclosed without authorization, could be detrimental to the interest of
the Company or its Customers, whether or not such information is identified as Trade Secrets by the Company or its Customers. By example and without limitation, Trade Secrets includes all information on the Company’s operating techniques,
processes, formulas, trade secrets, inventions, discoveries, improvements, research or development test results, specifications, data, know-how, formats, marketing plans, business plans, strategies, forecasts,
unpublished financial information, budgets, projections and customer and supplier identities, characteristics and agreements. The provisions of this Section shall survive termination of this Agreement for any reason. Employee shall have no
obligation under this Agreement to maintain in confidence any information that (i) is in the public domain at the time of disclosure, (ii) though originally a Trade Secret, subsequently enters the public domain other than by breach of
Employee’s obligations hereunder or by breach of another person’s or entity’s confidentiality obligations, or (iii) is shown by documentary evidence to have been known by Employee prior to disclosure to Employee by the
Company. Trade Secrets expressly does not include information that is not legally protectable under federal or state law or applicable regulations. Nothing stated in this Agreement is intended to limit or restrict rights under applicable law such as
engaging in protected activity under the National Labor Relations Act, including discussing wages, hours, or working conditions.

9. SEVERANCE PAY .

(a) Subject to the Company’s obligations to pay Employee severance as specified below, Employee understands and acknowledges that
his employment at the Company constitutes at-will employment, which Employee understands to mean that either Employee or the Company may terminate such employment at any time, for any lawful reason whatsoever,
with or without Cause (as defined below), and with or without notice. Employee further understands and agrees that neither Company’s oral or written offer of employment, Employee’s acceptance thereof, the duration of Employee’s
employment or any salary increases, promotions, performance reviews or benefits Employee may receive, nor any formal or informal Company policies, constitutes a contract for continued employment, and may not be deemed or construed by either Employee
or the Company to constitute such a contract.
(b) The Company has the right to terminate Employee’s employment at any time
with or without Cause, upon providing Employee with written notice of such termination, in which case the Company shall promptly pay Employee any accrued but unpaid Base Salary, accrued but unused PTO, and timely pay all unpaid prior year Annual
Bonus, if any. However, if the Company terminates Employee’s employment other than for Cause, as severance and in lieu of any right of Employee to be paid Base Salary, an Annual Bonus, any other payment or other benefit under this Agreement or
under the Company’s other plans and benefit programs, Employee shall receive the following from the Company, subject to Employee’s execution and non-revocation of a general release of claims in a
form to be provided by the Company (the “ Release ”), with such Release becoming effective and non-revocable within sixty (60) days of Employee’s termination date:
(i) Employee’s Base Salary paid in monthly installments for twelve (12) months after the date of termination commencing on the sixtieth (60) day following such termination date, with the first installment including all amounts
previously due and owed thereto; and (ii) Employee’s prorated portion (through the date of such termination) of the Annual Bonus for the year in which such termination occurred based on actual performance (as determined by the Board), and
paid at the same time Annual Bonuses are paid to other senior executives of the Company. However, in no event will Employee be entitled to any other payment, bonus or severance which might otherwise be due Employee under this Agreement or under the
Company’s severance pay policy, if any, applicable to other employees of the Company. For purposes of this Section, the term “ Cause ” shall mean, without limitation, Employee’s material breach of this Agreement, gross
negligence, inability to carry out his duties under this Agreement, substantial neglect of duties, breach of fiduciary duty, material misrepresentation of a material fact or circumstance, in each case, as determined by the Board, or Employee’s
conviction of a felony, fraud or dishonesty. All amounts paid to Employee under this Section 9 shall be net of all required taxes and withholdings. Should Employee breach this Agreement (including Section 5, 6 and 8), Company shall have no
obligation to pay any severance whatsoever.
(c) If Employee is terminated for Cause, or if this Agreement is not renewed by the
Company for Cause, the Company shall promptly pay Employee any current unpaid Base Salary, any accrued but unused PTO, and timely pay all unpaid prior year Annual Bonus, if any, based on the actual performance (as determined by the Board), and paid
at the same time Annual Bonuses are paid to other senior executives of the Company. However, Employee shall not be entitled to receive any severance pay, accrued Annual Bonus for the year in which termination (or non-renewal occurs) or any other bonus, compensation or benefits which might otherwise be due Employee under the Company’s severance pay or benefit policies, if any, applicable to employees of the Company, or
any other termination damages, none of which Employee is eligible for in connection with a Cause termination or Cause non-renewal.

(d) If Employee terminates his employment with the Company or provides the Company
with notice of his intention not to renew this Agreement: (i) the Company shall promptly pay Employee any current unpaid Base Salary; (ii) the Company shall promptly pay Employee any accrued but unused PTO, (iii) the Company shall
timely pay Employee all prior year unpaid Annual Bonus; (iv) the Employee shall be entitled to keep all Annual Bonus amounts previously paid to him with respect to the fiscal year of the Company in the year of termination (or non-renewal) (the “ Current Bonus ”); (v) Employee will be eligible to receive a prorated portion (through the date of such termination) of the Annual Bonus for the year in which such termination
occurs based on actual performance (as determined by the Board in its sole direction) (the “ Pro-Rata Bonus ”), which will be paid at the same time Annual Bonuses are paid to other senior
executives of the Company, and (vi) the Employee shall not be entitled to any other salary, benefits, bonuses or compensation (other than current unpaid Base Salary, any accrued but unused PTO, the prior year Annual Bonus, the Current Bonus,
and the Pro-Rata Bonus).
10. ARBITRATION AND EQUITABLE RELIEF .

(a) Any dispute or claim arising out of, in relation to, or in connection with this Agreement, or the interpretation, making,
performance, breach or termination thereof, or Employee’s hiring or termination or non-renewal of any term of such employment, shall be settled by binding arbitration in Stockton, California, under the
Commercial Arbitration Rules of the JAMS by one or more arbitrators appointed in accordance with said rules. Such arbitration is in lieu of any court or any trial to which Employee or the Company would be entitled to and covers all common law and
statutory claims, lawsuits, disputes, and/or controversies that Employee may have against the Company or that the Company may have against Employee arising from, relating to or having any relationship or connection whatsoever with, Employee’s
employment by, separation from, or other association with the Company. This arbitration agreement will include all possible claims noted above, excluding claims for workers’ compensation or unemployment compensation benefits. Nothing herein
shall prevent Employee or the Company from filing a claim or charge with any federal, state or local government agency or otherwise require arbitration of a claim or charge which, by law, cannot be the subject of a compulsory arbitration agreement.
The arbitration procedure specified in this Agreement shall be applicable only to judicially cognizable claims, and not to any dispute or claim that in the absence of this Agreement would not be judicially cognizable. The Company and Employee agree
to waive their rights to a civil trial by a judge or a jury or other judicial resolution. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. To the fullest extent permitted by law, Employee
waives any right or ability to participate in any court proceeding, including any class, collective, or multi-party action, against the Company or any of its affiliates. Employee also agrees to bring any arbitrations only on an individual basis (and
not as a co-claimant with any other individual(s) against the Company or any of its affiliates), or on a putative class or collective basis.

(b) This Agreement and arbitration agreement shall be governed by the laws of the State of California. Employee understands that the
arbitrator shall apply California law to the

merits of any dispute or claim, with reference to rules of conflict of law. The Company shall pay all arbitrator fees and arbitration forum expenses for the arbitration process. Each party shall
pay its own litigation costs (e.g., copying, depositions, witnesses and expert fees) and attorneys’ fees to the same extent it would in a court of law, unless the arbitrator, applying the same rules as a court in such situations and in
accordance with applicable law, rules otherwise. The arbitration shall be conducted on a strictly confidential basis.

11. SEVERABILITY . The provisions of this Agreement shall be severable. The unenforceability or invalidity of any one or more
provisions, clauses or sentences hereof shall not render any other provision, clause or sentence herein contained unenforceable or invalid. The portion of the Agreement which is not invalid or unenforceable shall be considered enforceable and
binding on the parties and the invalid or unenforceable provisions(s), clause(s), or sentence(s) shall be deemed excised, modified or restricted to the extent necessary to render the same valid and enforceable, and this Agreement shall be construed
as if such invalid or unenforceable provision(s), clause(s) or sentence(s) were omitted. The provisions of this Section shall survive the termination of this Agreement for any reason.

12. MISCELLANEOUS .

(a) From time to time, the Company may wish to use Employee’s name, voice, signature, photograph or likeness in its public
relations or promotional activities. Employee consents to the use of such materials by the Company for such promotional purposes, including but not limited to use in advertisements, brochures, videotapes and films. In addition, Employee releases the
Company from any financial obligation to Employee for such uses.
(b) The rights and benefits of the Company under this Agreement
shall be transferable and assignable, in whole or in part. Employee may not assign or delegate any of Employee’s rights or obligations hereunder without first obtaining the written consent of the Company. Without limiting Section 10,
Employee hereby expressly consents to the personal jurisdiction of the state and federal courts located in California for any lawsuit filed there or any judgment entered against Employee by the Company arising from or relating to this Agreement.

(c) The waiver of any breach of the terms of this Agreement shall not constitute the waiver of any other or further breach
hereunder, whether or not of a like nature or kind. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party against whom charged.

(d) This Agreement, including any and all exhibits attached hereto, constitutes the
entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, if any, between the parties relating to the subject matter hereof. Employee acknowledges and agrees that Employee
shall continue to remain bound by any and all obligations and restrictive covenants, including all cooperation, confidentiality, intellectual property, nonsolicitation, and nondisparagement obligations that Employee owes to the Company or its
affiliates. No amendment or modification of the terms of the Agreement shall be binding upon either party unless reduced to writing and signed by Employee and a duly appointed officer of the Company.

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first above written.

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By: |
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GB Eagle Buyer, Inc. |
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Its: |
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Sole Stockholder |
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By: |
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/s/ Noah Blitzer
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SCHEDULE A

CALIFORNIA COUNTIES

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### EX-10.8 - EX-10.8
EX-10.8
6
d25758dex108.htm
EX-10.8

EX-10.8

Exhibit 10.8

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made and entered into as of July 23, 2018 by and among PCX
Aerostructures, LLC , a Delaware limited liability company (the “ Company ”), Jeffrey L. McRae (the “ Executive ”) and, solely for purposes of issuance of equity interests under Sections 3(e) and
(f) , PCX Holding Corp. , a Delaware corporation (the “ Parent ”). Certain capitalized terms used in this Agreement are defined in Section 13 .

RECITALS:
A. The Company
is engaged in and will continue to be engaged in the business of manufacturing, assembling, testing, selling, and providing complex dynamic and structural components and assemblies for military and civilian aircraft programs (collectively, the
“ Business ”);
B. As a result of employment with and provision of services to the Company, the Executive will become
familiar with confidential information and trade secrets associated with the Business; and
C. The Company desires to employ the
Executive, and the Executive desires to be so employed, on the terms and conditions set forth herein.
NOW, THEREFORE, in
consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Employment .
The Company
shall employ the Executive, and the Executive accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on July 23, 2018 (the “ Start Date ”) and ending as provided
in Section 4 .
Section 2. Position and Duties .

(a) During the Employment Period, the Executive shall serve as the Chief Financial Officer of the Company and each of its subsidiaries and
shall have the usual and customary duties, responsibilities and authority of such position, subject to the power of the Chief Executive Officer or the Board (i) to expand or limit such duties, responsibilities and authority (provided such
expanded or limited duties, responsibilities and authority are consistent with the position Chief Financial Officer) and (ii) to override the actions of the Executive. During the Employment Period, the Executive shall also serve, without
additional compensation, as an officer, director or manager of the Company’s Affiliates.
(b) The Executive shall report to the
Chief Executive Officer and shall devote his best efforts and substantially all of the Executive’s active business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business
and affairs of the Company and its Affiliates. The Executive shall perform his duties and responsibilities to the best of the Executive’s abilities in a diligent and professional manner. During the Employment Period, the Executive shall not
engage in any outside business activity (including, without limitation, any consulting or advisory services, and board positions), without the prior written approval of the Board, whether or not such activity is pursued for gain, profit or other
pecuniary advantage.

(c) The foregoing restrictions shall not limit or prohibit the Executive from engaging in
passive investment, community, charitable, and social activities not interfering in any material respect with the Executive’s performance and obligations hereunder.

(d) The Executive’s principal place of employment will be at the Company’s facility in Newington, CT and Executive will be
required to travel periodically, including to the Company’s facility in Mansfield, TX.
Section 3. Compensation and Benefits .

(a) Base Salary . The Company agrees to pay the Executive an annualized salary (the “ Base Salary ”)
during the Employment Period, which Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices and subject to applicable tax withholding and other deductions. The Executive’s initial
annualized Base Salary shall be $360,000 and shall be increased to $380,000 on the first day of the 2019 fiscal year.
(b) Annual
Bonus . With respect to each fiscal year during the Employment Period, the Executive will be eligible to earn an annual incentive bonus (the “ Annual Bonus ”) with a target annual bonus opportunity equal to twenty
percent (20%) of his Base Salary for the 2018 fiscal year and thirty five percent (35%) of his Base Salary for each fiscal year thereafter. Payment of the Annual Bonus for any fiscal year shall made between January 1 and May 1 of the
following year and shall be subject to (i) the achievement of budgeted EBITDA (as determined by the Board in its discretion) for such year and (ii) the Executive’s continued employment through the date on which such bonus is paid,
except as set forth in Section 5(b).
(c) Expenses . The Company shall, in accordance with policies then in
effect with respect to payments of business expenses, pay or reimburse the Executive for all reasonable out-of-pocket travel and other expenses (which, for clarity,
exclude ordinary commuting expenses) incurred by the Executive during the Employment Period in performing services hereunder. All expenses shall be accounted for in such reasonable detail as the Company may require.

(d) Vacation; Benefits . During the Employment Period, the Executive shall be entitled to five (5) weeks of vacation
for each calendar year (prorated for any partial year) in accordance with the Company’s policies for executives, as such policies may be amended from time to time. In addition, during the Employment Period, (i) the Executive shall be
entitled to participate in all employee benefit plans from time to time for which senior executive employees of the Company are generally eligible in accordance with the normal terms of such plans and (ii) the Company shall pay the Executive a
temporary living stipend of $5,000] per month unless the Executive elects to relocate to the Newington, CT area.
(e) Incentive
Equity Award . The Executive shall be entitled to receive an award of restricted Class B Non-Voting Common Stock of the Parent (the “ Incentive Shares ”) pursuant to an
Equity Participation Agreement to be entered into by and between the Executive and the Parent as soon as practicable following the Start Date, substantially in the form attached hereto as Exhibit A .

(f) Equity Investment . In addition, the Executive shall have the right,
on or prior to July 31, 2018, to purchase up to $2 million of Parent’s Series A Preferred Stock or Series B Preferred Stock, par value $0.001 per share (the “ Purchased Shares ”) for a purchase price equal to the
fair market value of such Shares, as determined by the Board in good faith, subject to Board and stockholder approval. The issuance of the Purchased Shares shall be subject to the Executive’s execution and delivery of a joinder to the
Parent’s Stockholders Agreement, a Subscription Agreement and such other documents as Parent may reasonably request in connection with such issuance.

(g) Transaction Bonus . Subject to (i) the Executive’s continued employment by the Company through the date of
the Change in Control and (ii) the Executive committing to remain employed by the Company through the end of the Transition Period, the Company will pay the Executive a one-time bonus (the
“ Transaction Bonus ”) equal to the amount, if any, that $500,000 exceeds the Incentive Share Value. The Transaction Bonus shall be paid within thirty (30) days following the date of the Change in Control. The Transaction Bonus
shall be payable in cash, provided that if equity holders receive non-cash consideration (e.g. shares of stock of an acquiring corporation), then all or a portion of the Transaction Bonus may, in the Board
discretion, be paid in such non-cash consideration (based on approximately the same proportion of cash vs. non-cash consideration that the equity holders receive).

Section 4. Term and Termination .

(a) General . The Executive’s employment pursuant to this Agreement shall commence on the Start Date and shall end on
the third (3 rd ) anniversary of the Start Date, and shall be automatically extended thereafter for consecutive one (1) year terms, unless and until either party provides at least sixty
(60) days’ advance written notice prior to the end of the then current Employment Period that such party declines to so extend the Employment Period. For purposes of this Agreement, the initial three (3) year term shall be referred
to as the “ Initial Employment Period ,” and the Initial Employment Period, together with any additional extensions shall be referred to as the “ Employment Period .” Notwithstanding the foregoing, the Employment
Period shall terminate prior to the end of any such period (or extension of such period) upon the occurrence of any of the events set forth in clauses (b), (c) or (d) below.

(b) Termination by the Company for Cause; Resignation by the Executive Without Good Reason . The Employment Period may be
terminated by the Company at any time for Cause, or by the Executive’s resignation without Good Reason. It is understood that if the Executive elects to terminate the Employment Period without Good Reason, then the Executive will provide the
Company with sixty (60) days’ advance written notice.
(c) Termination by the Company Without Cause or by the Executive
With Good Reason . The Executive’s employment may be terminated by the Company at any time without Cause or by the Executive with Good Reason.

(d) Termination Due to Death or Disability . The Executive’s
employment will automatically terminate upon the Executive’s death and may be terminated by the Company upon the Executive’s Disability.

(e) Termination of All Positions . As of the effective date of termination of the Executive’s employment with the
Company for any reason by either party, except as otherwise agreed in writing between the parties, the Executive will resign from all officer and director he holds with the Company and any of its Affiliates (including the Parent).

Section 5. Payments Upon Termination .

(a) Termination for Cause; Resignation Without Good Reason; Death and Disability . If the Executive’s employment is
(i) terminated by the Company for Cause, (ii) due to the Executive’s resignation without Good Reason, or (iii) or due to the Executive’s death or Disability, then the Executive shall be entitled to receive his earned and
unpaid Base Salary, and any benefits due under any employee benefit plan of the Company in accordance with the terms of such plan, through the Termination Date, as well as any as yet unreimbursed reimbursable business expenses (the “ Accrued
Obligations ”). For the avoidance of doubt, the Accrued Obligations shall be paid in accordance with applicable law and pursuant to the Company’s plans and standard business expense policy.

(b) Termination without Cause or Resignation With Good Reason During the Employment Period . If the Executive’s employment
is terminated during the Employment Period (i) by the Company without Cause, or (ii) by the Executive with Good Reason, then the Executive shall be entitled to receive the Accrued Obligations and, so long as the Executive executes (and
does not revoke) a release substantially in the form attached hereto as Exhibit B (the “ Release ”) within the time period set forth in Section 15 , the following payments (the “ Severance
Payments ”):
(i) continued payments of the Executive’s then monthly Base Salary during the Severance Period;

(ii) any Annual Bonus with respect to the prior year that remains unpaid as of the Termination Date which shall be paid as set forth in
Section 3(b); and
(iii) if the Executive elects to continue his participation and/or that of his eligible dependents in the
Company’s medical and dental insurance plans pursuant to the federal Consolidated Omnibus Reconciliation Act of 1985 (“ COBRA ”), then the Company shall pay or reimburse (either the Executive or the insurer directly) a monthly
amount equal to the Company’s portion of the monthly premium cost of the Executive’s and his dependents’ participation in the Company’s group medical and dental plans (“ COBRA Premiums ”) during the period
(the “ COBRA Continuation Period ”) beginning on the Termination Date and ending on the earliest of: (i) the last day of the Severance Period; (ii) the last day on which the Executive is entitled to continue such
participation under applicable law and plan terms; and (iii) the date on which the Executive first becomes eligible to receive substantially similar coverage from another employer or other source. The Executive is required to notify the Company
immediately if he becomes eligible for coverage under another medical or dental plan. Notwithstanding the foregoing, if the Company determines that provision of such COBRA benefits set forth in the first sentence of this

paragraph would result in the imposition of penalties or additional taxes on the Company (including, without limitation, under Section 2716 of the Public Health Service Act) or taxation of
the benefits to the Executive under Section 105(h) of the Code, then the Company will, in lieu thereof, provide to the Executive during the remainder of the COBRA Continuation Period, a taxable monthly payment in an amount equal to the COBRA
Premiums.
(c) No Other Benefits . Except as otherwise required by law or as specifically provided herein, all of the
Executive’s rights to salary, severance, fringe benefits and bonuses hereunder (if any) accruing after the Termination Date shall cease upon the Termination Date. The Executive agrees that the payments and benefits set forth in this
Section 5 represent the sole payments and benefits he shall be entitled to in connection with termination of employment with the Company and that the Executive shall not be entitled to any other severance payments or
benefits under any severance policy or practice maintained by the Company or its Affiliates.
Section 6. Nondisclosure and Nonuse of Confidential
Information; Return of Property .
(a) The Executive shall not, directly or indirectly, disclose or use at any time without the written
consent of the Company, either during the Employment Period or thereafter, any Confidential Information (as defined below) of which the Executive is or becomes aware during the Executive’s employment or provision of services to the Company or
its Affiliates, whether or not the Confidential Information is developed by the Executive, except to the extent that such disclosure or use is directly related to and required by the Executive’s performance in good faith of duties assigned to
the Executive by the Company or is required to be disclosed by law, court order, or similar compulsion or is made to the Executive’s legal, tax or financial advisors ( provided that any such disclosure to the Executive’s legal, tax
or financial advisors shall be limited to the extent necessary to allow such advisors to perform their respective services); provided , however , that such disclosure shall be limited to the extent so required or compelled; and,
provided , further , that the Executive shall give the Company written notice of a court order or similar compulsion that would require the disclosure of Confidential Information. The Executive acknowledges that the Company’s
Confidential Information has been generated at great effort and expense by or on behalf of the Company and its predecessors and Affiliates. The Executive does not claim any rights to or lien on any Confidential Information. The Executive will
immediately notify the Company of any unauthorized possession, use, disclosure, copying, removal or destruction, or attempt thereof, of any Confidential Information by anyone of which the Executive becomes aware and of all details thereof. The
Executive shall take all reasonably appropriate steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Executive shall deliver to the Company on or before the Termination Date, or at
any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof regardless of the form thereof (including electronic and optical copies)) containing the
Confidential Information and the Work Product (as defined below) which the Executive may then possess or have under his control and will delete any and all copies of electronic Confidential Information from his personal computer, PDA, tablet, smart
phone and other similar electronic data storage devices and services.

(b) As used in this Agreement, the term “ Confidential Information ” means
information that is used, developed or obtained by the Company, the Parent or any of their Affiliates or predecessors in connection with the Restricted Business (as defined below), including, but not limited to, information, observations and data
obtained by the Executive while employed by the Company, its Affiliates or any predecessors thereof (including those obtained prior to the date of this Agreement) concerning (i) the business or affairs of the Company (or such predecessors),
(ii) products or services, (iii) fees, costs and pricing structures, (iv) designs, (v) analyses, (vi) drawings, photographs and reports, (vii) computer software, including operating systems, applications and program listings,
(viii) flow charts, manuals and documentation, (ix) data bases, (x) accounting and business methods, (xi) inventions, devices, new developments, methods and processes, whether patentable or unpatentable and whether or not reduced
to practice, (xii) Customers, clients and suppliers and Customer, client and supplier lists, (xiii) other copyrightable works, (xiv) all production methods, processes, technology, know-how and
trade secrets, (xv) business strategies and acquisition plans, financial or other performance data and personnel lists and data, and (xvi) all similar and related information in whatever form. Confidential Information will not, however,
include information that (a) is or becomes publicly available other than as a result of a direct or indirect fault of the Executive, or (b) is in the rightful possession of or rightfully known to the Executive and is obtained from third
parties prior to his provision of services to the Company, as demonstrated by the Executive. Confidential Information shall not be deemed to have been published merely because individual portions of the information have been separately published,
but only if all material features comprising such information have been published in combination.
(c) For purposes of clarification, the
Executive shall not use any Confidential Information about the Company and/or any Customers or any person, entity or institution to whom or to which the Company sold, solicited sales, supported, marketed or promoted products or services, including,
without limitation, all employees, agents or representatives, and any other persons who control, direct or influence purchasing decisions of any such Customer, person, entity or institution, including, without limitation, Confidential Information
relating to the identity and special needs of any of such Customers, persons, entities or institutions, key customer contact information, pricing and other financial arrangements with any of the Customers, persons, entities or institutions, for the
purpose of soliciting any such Customers, persons, entities or institutions at any time after the Termination Date.
(d) Nothing in this
Agreement shall prevent Employee from (i) reporting conduct to, filing a charge with or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission or other governmental authority or
(ii) disclosing information permitted by any whistleblowing law or regulation.
(e) The Executive shall not be held criminally or
civilly liable under any federal or state trade secret law for the disclosure of a trade secret that: (1) is made (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and
(B) solely for the purpose of reporting or investigating a suspected violation of law; or (2) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Executive files a
lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in the court proceeding, if the Executive:
(1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.

Section 7. Inventions and Patents .

The Executive agrees that all inventions, innovations, improvements, technical information, systems, software developments, methods, designs,
analyses, drawings, reports, service marks, trademarks, trade names, logos and all similar or related information (whether patentable or unpatentable) which (a) relate to the actual or anticipated business, research and development of the
Company or any of its Affiliates or their respective existing or future products or services and (b) are conceived, developed or made by the Executive (whether or not during usual business hours or on the premises of the Company or any
Affiliate and whether or not alone or in conjunction with any other person) while employed by the Company or any Affiliate, together with all patent applications, letters patent, trademark, trade name and service mark applications or registrations,
copyrights and reissues thereof that may be granted for or upon any of the foregoing (collectively referred to herein as the “ Work Product ”), belong in all instances to the Company or such Affiliate. The Executive shall promptly
disclose the Work Product to the Board and, at the Company’s sole expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm the ownership by the Company or its
Affiliate of such Work Product (including, without limitation, the execution and delivery of assignments, consents, powers of attorney and other instruments) and, at the Company’s sole expense, to provide reasonable assistance to the Company
or any of its Affiliates in connection with the prosecution of any applications for patents, trademarks, trade names, service marks or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. If the Company is
unable, after reasonable effort, to secure the signature of the Executive on any such papers, any executive officer of the Company shall be entitled to execute any such papers as the agent and the attorney-in-fact of the Executive, and the Executive hereby irrevocably designates and appoints each executive officer of the Company as his agent and attorney-in-fact to execute any such papers on his behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Work Product,
under the conditions described in this sentence.
Section 8. Restrictive Covenants .

(a) Non-Competition . In order to protect the goodwill of the Company and its Affiliates
and the Company’s and its Affiliates’ interests in Confidential Information and as an inducement to the Parent to issue to the Executive equity interests pursuant to Sections 3(e) and (f) of this Agreement, the
Executive agrees that during the Employment Period and for six (6) months thereafter, subject to automatic extension during the period of any violation of this Section 8 (such period, together with any such extension
if applicable, the “ Restricted Period ”), the Executive shall not directly or indirectly own, manage, control, participate in, be employed by, consult with, render services for, or in any manner engage in or represent any business
competing with the Business or with any other businesses, products or services of the Company or any of its Affiliates, as such businesses, products and/or services exist on the Termination Date (collectively, the “ Restricted
Business ”) within any Restricted Territory. Nothing herein shall prohibit the Executive from being a passive owner of not more than two percent (2%) of the outstanding stock of any class of a corporation which is publicly traded that is
engaged in the Restricted Business, so long as the Executive has no active participation in the business of such corporation.

(b) Non-Solicitation; Non-Diversion . During the Restricted Period, the Executive shall not directly or indirectly through another person or entity:

(i) induce or attempt to induce any employee of or individual consultant to the Company or any Affiliate to leave the employ of the Company or
such Affiliate, or in any way interfere with the relationship between the Company or any such Affiliate, on the one hand, and any employee or individual consultant thereof, on the other hand;

(ii) solicit for hire or hire any person who was an employee or consultant of the Company or any Affiliate until twelve (12) months after
such individual’s employment or consulting relationship with the Company or any Affiliate has been terminated;
(iii) solicit,
induce or attempt to solicit or induce any actual or potential Customer, supplier, licensee, contractor or other business relation of the Company or any Affiliate to cease or reduce doing business with the Company or such Affiliate, or in any way
interfere or attempt to interfere with the relationship between any such any actual or potential Customer, supplier, licensee, contractor or business relation, on the one hand, and the Company or any such Affiliate, on the other hand; or

(iv) induce or attempt to induce any Customer, supplier, licensee, contractor or other business relation of the Company or any of its
Affiliates to purchase services or goods sold as part of the Restricted Business from an entity or person other than the Company or any Affiliate.

(c) Reasonableness . The Executive understands and agrees that (i) the provisions of Sections 6 and 7 and this
Section 8 are reasonable and necessary to preserve the legitimate business interests of the Company and its Affiliates, (ii) the Executive will be obtaining access to the Confidential Information and (iii) the
Company and the Parent would not agree to the provisions hereof and to issue equity to the Executive without the covenants contained in such Sections.

(d) Notice to New Employer . The Executive shall inform any prospective or future employer of any and all restrictions contained
in this Agreement and provide such employer with a copy of such restrictions (but no other terms of this Agreement), prior to the commencement of that employment.

(e) Blue Pencil . If, at the time of enforcement of Sections 6 and 7 and this Section 8 ,
a court holds that the restrictions stated in such Sections are unreasonable under the circumstances then existing, the Executive and the Company agree that the maximum period, scope or geographical area that the court declares reasonable under such
circumstances shall be substituted for the stated period, scope or area so as to protect the Company to the greatest extent possible under applicable law.

(f) Mutual Non-Disparagement . Subject to Section 6(d) , in
order to protect the goodwill of the Company and its Affiliates, to the fullest extent permitted by law, the Executive, both during and after the Employment Period, shall not publicly criticize, denigrate, or otherwise disparage any of the Company,
its Affiliates, or each such entity’s employees, officers, directors, consultants, other service providers, equity holders, products, processes, policies, practices, standards of business conduct, or areas or techniques of research,
manufacturing, or marketing. In order to protect the business reputation of the Executive, to the fullest extent permitted by law, the

Company, both during and after the Employment Period, agrees not to publicly criticize, denigrate, or otherwise disparage the Executive. Nothing in this Agreement shall prevent the Executive or
the Company from providing truthful testimony pursuant to a legally-issued subpoena. The Executive promises to provide the Company with written notice of any request to so cooperate or provide testimony within one day of being requested to do so,
along with a copy of any such request, and the Company agrees to similarly provide the Executive with such notice.
Section 9. Enforcement;
Tolling
(a) Because the Executive’s services are unique and because the Executive has access to the Confidential Information and
Work Product, the parties hereto agree that money damages would be an inadequate remedy for any breach of this Agreement. Therefore, in the event of a breach or threatened breach of this Agreement by the Executive, the Company and any of its
Affiliates, successors or assigns may, in addition to other rights and remedies existing in their favor at law or in equity, apply to any court of competent jurisdiction for injunctive relief in order to enforce, or prevent any violations of, the
provisions hereof (without posting a bond or other security). The Executive shall not claim that the Company or any of its Affiliates, successors or assigns has adequate remedies at law for a breach of any of Sections 6 through 8 , as a
defense against any attempt by the Company to obtain the equitable relief described in this Section 9 .
(b) In
the event that the enforceability of any of the terms of this Agreement shall be challenged in a court of competent jurisdiction and the Executive is not enjoined from breaching any of the restrictive covenants, then if a court of competent
jurisdiction finds that the challenged restrictive covenant(s) is enforceable, the time periods set forth herein shall be deemed tolled upon the filing of the lawsuit challenging the enforceability of this Agreement until the dispute is finally
resolved and all periods of appeal have expired.
Section 10. Severance Payments .

In addition to the foregoing, and not in any way in limitation thereof, or in limitation of any right or remedy otherwise available to the
Company, if the Executive violates any provision of the foregoing Sections 6 through 8, any Severance Payments then or thereafter due from the Company to the Executive pursuant to Section 5 shall be terminated forthwith and the Company’s
obligation to pay and the Executive’s right to receive such Severance Payments shall terminate and be of no further force or effect, in each case without limiting or affecting the Executive’s obligations (or terminating the Restricted
Period) under such Sections 6 through 8, or the Company’s other rights and remedies available at law or equity.
Section 11.
Representations, Warranties and Additional Covenants of the Executive .
The Executive hereby represents and warrants to the Company
that (a) the execution, delivery and performance of this Agreement by the Executive does not and shall not conflict with, breach, violate or cause a default under any agreement, contract or instrument to which the Executive is a party or any
judgment, order or decree to which the Executive is subject, (b) the Executive is not a party to or bound by any employment agreement, consulting agreement, non-compete agreement, confidentiality
agreement or similar agreement with any other person or entity, and (c) upon the execution and delivery of this Agreement by the Company and the

Executive, this Agreement will be a valid and binding obligation of the Executive, enforceable in accordance with its terms. The Executive agrees that he will not improperly use or disclose
confidential information or trade secrets of any prior employer or third person or bring onto the Company’s premises any confidential information or trade secrets belonging to any prior employer or third person unless the Executive has
received the prior written consent of such prior employer or third party.
Section 12. Notices .

All notices, requests, demands, claims, and other communications hereunder shall be delivered in writing as follows:

If to the Company, to:
PCX
Aerostructures, LLC

|
Address: |
[***]
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Telephone: |
[***]
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Facsimile: |
[***]
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Attention: |
Board of Directors
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with copies (which copies shall not constitute notice) to:

RFE Investment Partners

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Address: |
[***]
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Telephone: |
[***]
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Facsimile: |
[***]
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Email: |
[***]
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Attention: |
[***] and [***]
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Finn Dixon & Herling LLP

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Address: |
[***]
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Telephone: |
[***]
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Facsimile: |
[***]
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Attention: |
[***] and [***]
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If to the Executive, to:

Jeffrey L. McRae

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Address: |
[***]
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Telephone: |
[***]
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Email: |
[***]
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or such other address as the recipient party to whom notice is to be given may have furnished to the other party in writing in accordance herewith. Any such
communication shall deemed to have been delivered and received (a) when delivered, if personally delivered, sent by telecopier or sent by overnight courier, and (b) on the fifth business day following the date posted, if sent by mail.
Instructions, notices or requests of the type described in Section 13(c) may be sent by email to the Executive, provided that a copy is sent the following day by one of the above delivery methods.

Section 13. Certain Definitions . In addition to the terms defined elsewhere in this Agreement,
the following terms shall have the following meanings:
(a) “ Affiliate ” means a corporation or other entity controlled
by, controlling or under common control with the Company, whether directly or indirectly, and shall include the Parent and the Parent’s subsidiaries.

(b) “ Board ” means the Board of Directors of the Company.

(i) the failure by the Executive to perform in all material respects such duties as are reasonably assigned to the Executive by the Board or
the Chief Executive Officer in the course of the Executive’s performance of his duties hereunder (including via email or other instructions, but other than as a result of total or partial incapacity due to physical or mental illness);

(ii) gross negligence or willful misconduct by the Executive in the performance of his duties under this Agreement;

(iii) commission of an act of fraud against or misappropriation of material property belonging to the Company or any of its Affiliates;

(iv) a conviction of or a plea of guilty or nolo contendere by the Executive to a misdemeanor involving fraud, embezzlement, or other
financial dishonesty, or to a felony;
(v) (1) the material breach by the Executive of this Agreement (other than any breach by the
Executive of the provisions of Sections 6 , 7 or 8 ), (2) any breach by the Executive of the provisions of Sections 6 , 7 or 8 or (3) the material breach by the Executive of any other agreement or contract
with the Company, or any of its Affiliates which the Executive has signed and which is then in effect; or
(vi) the Board’s
reasonable determination that the Executive has engaged in a pattern of commissions of violations of state or federal law relating to the workplace environment (including, without limitation, laws relating to sexual harassment or age, sex or other
prohibited discrimination) or a violation of any material policy of the Company (including, without limitation, the Company’s anti-harassment and/or sexual harassment policy as in effect from time to time).

The Company shall not be entitled to terminate the Executive’s employment for Cause pursuant to clauses (i) , (ii) ,
(v)(1) or (3) , or (vi) unless the Board provides to the Executive written notice stating in reasonable detail the basis for termination and an opportunity of at least thirty (30) days in duration (such duration to be
determined in good faith by the Company) to cure such basis for termination (unless (x) the facts and circumstances underlying such termination are not able to be cured or (y) the Company has previously delivered a notice under the same
clause of this Section 13(c) with respect to the same basis for termination the facts and circumstances of which were cured; in any case (x) or (y) , the Company may terminate the Executive’s
employment without providing an opportunity to cure). Such written notice shall specifically state the length of the cure period, and the clause(s) above that is(are) the basis for a termination for Cause.

(d) “ Change in Control ” has the meaning ascribed to such term in
Parent’s 2014 Equity Incentive Plan; provided, that to the extent necessary to comply with Section 409A of the Code, Change in Control shall be limited to a “change in control event” within the meaning of Section 409A of
the Code.
(e) “ Customer ” means any person (x) that at any time has purchased goods or received services from the
Company and/or any of its Affiliates or (y) that at any time has directly or indirectly provided or referred customers to, or otherwise provided or referred business for, the Company or any Affiliates.

(f) Disability . For purposes of this Agreement, “ Disability ” shall mean any long-term disability or incapacity which
(x) renders the Executive unable to substantially perform his duties hereunder for one hundred eighty (180) days during any 12-month period, or (y) is reasonably expected to render the Executive
unable to substantially perform his duties for one hundred eighty (180) days during any 12-month period based, in the case of this clause (y) only, upon the opinion of a physician mutually
agreed upon by the Company and the Executive; provided , however , that no action shall be taken hereunder that precludes the Executive from making a claim under any separate long-term disability policy maintained by the Company.

(g) “ Good Reason ” means:

(i) any involuntary reduction in Base Salary, except where such reduction is part of an across the board or substantially across the board
compensation reduction; or
(ii) any material and adverse change to the Executive’s title.

Notwithstanding the foregoing, a termination of employment by the Executive for Good Reason shall not occur unless the Executive provides to
the Company written notice stating in reasonable detail the basis for termination and an opportunity of at least thirty (30) days in duration to cure such basis for termination, and the Executive terminates his employment within ninety
(90) days following the initial occurrence of the existence of such basis for termination. Such written notice shall specifically state what steps the Executive deems necessary for the Company to properly cure such circumstance(s).

(h) “ Incentive Share Value ” means, without duplication, an amount equal to the sum of (a) the value of the Incentive
Shares as of Change in Control, as reasonably determined by the Board in good faith and (b) any amounts received by the Executive with respect to the Incentive Shares prior to the Change in Control including, without limitation, any dividend
payments. For the avoidance of doubt, if any earnouts, escrows, holdbacks or other deferred or contingent payments may be payable in connection with a Change in Control, then the Board shall take into consideration the likelihood that such payments
will ultimately be paid in determining the Incentive Share Value.
(i) “ Parent’s Board ” means the Board of
Directors of the Parent.

(j) “ Restricted Territory ” means (i) Hartford County in the State of
Connecticut, (ii) the State of Connecticut, (iii) the New York City metropolitan area, (iv) the State of New York, (v) the State of New Jersey, (vi) every other city, state, territory or possession of the United States in
which the Company or any of its Affiliates has engaged in the Restricted Business within the twelve-(12) month period preceding the Termination Date, and (vi) any country in which the Company or any of its Affiliates has engaged in the
Restricted Business within the twelve (12)-month period preceding the Termination Date.
(k) “ Severance Period ” means
the six-month period following the Termination Date.
(l) “ Termination Date ”
means the Executive’s last day of employment under this Agreement with the Company and each of its Affiliates.
(m)
“ Transition Period ” means the period that the buyer in the Change in Control transaction requests that the Executive remain employed by the Company.

Section 14. General Provisions .
(a)
Severability . It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which
enforcement is sought. Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision, as to such jurisdiction, shall be
ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding the
foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this
Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
(b) Construction .
The Company and the Executive have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the
Company and the Executive and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

(c) Complete Agreement . This Agreement (including, but not limited to, the schedules, annexes and exhibits (in their
executed form) attached hereto, and, when executed, the Stockholders’ Agreement constitute the entire agreement among the parties and supersede any prior correspondence or documents evidencing negotiations between the parties, whether written
or oral, and any and all understandings, agreements or representations by or among the parties, whether written or oral, that relate to the subject matter of this Agreement.

(d) Successors and Assigns . Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of
and be enforceable by the Executive, the Parent and the Company and their respective successors, assigns, heirs, representatives and estate; provided , however , that the rights and obligations of the Executive under this Agreement shall
not be assigned without the prior written consent of the Board in its sole discretion. The Company may (i) assign any or all of its respective rights and interests hereunder to one or more of its Affiliates, (ii) designate one or more of
its Affiliates to perform its respective obligations hereunder (in any or all of which cases the Company nonetheless shall remain responsible for the performance of all of their obligations

hereunder), (iii) collaterally assign any or all of its respective rights and interests hereunder to one or more lenders of the Company or its Affiliates, (iv) assign its respective rights
hereunder in connection with the sale of all or substantially all of its business or assets (whether by merger, sale of stock or assets, recapitalization or otherwise), and (v) merge any of the Affiliates with or into the Company (or vice
versa).
(e) Governing Law . This Agreement will be governed by and construed in accordance with the domestic laws of
the State of Connecticut without giving effect to any choice of law or conflicting provision or rule (whether of the State of Connecticut or any other jurisdiction), that would cause the laws of any jurisdiction other than the State of Connecticut
to be applied. The rights of the Company hereunder are enforceable by its Affiliates, who are intended third party beneficiaries hereof.

(f) Jurisdiction and Venue .

(i) The Company and the Executive hereby irrevocably and unconditionally submit, for themselves and their property, to the non-exclusive jurisdiction of any Connecticut State court or federal court located in Hartford County in the State of Connecticut and any appellate court from any thereof, in any action or proceeding arising out of
or relating to this Agreement or for recognition or enforcement of any judgment, and the Company and the Executive hereby irrevocably and unconditionally agree that all claims in respect of any such action or proceeding may be heard and determined
in any such court or, to the extent permitted by law, in such federal court. The Company and the Executive irrevocably waive, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court. A final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Executive shall not commence a claim
or proceeding hereunder in a court other than a Connecticut State court or federal court located in Hartford County in the State of Connecticut, except if the Executive has first brought such claim or proceeding in such Connecticut State court or
federal court, and such court or courts have denied jurisdiction over such claim or proceeding.
(ii) The Company and the Executive
irrevocably and unconditionally waive, to the fullest extent they may legally and effectively do so, any objection that they may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement in any court or federal court of the United States of America sitting in Hartford County in the State of Connecticut and any appellate court from any thereof.

(iii) Notwithstanding clauses (i) and (ii) above, the parties intend to and hereby confer jurisdiction to enforce the
covenants contained in Sections 6 through 8 upon the courts of any jurisdiction within the geographical scope of such covenants. If the courts located in the State of Connecticut hold such covenants wholly or partially invalid or
unenforceable by reason of the breadth of such scope or otherwise, such determination shall not bar or in any way affect the Company’s right to the relief provided above in the courts of one other jurisdiction (subject to such court possessing
personal jurisdiction) located within the geographical scope of such covenants, as to breaches of such covenants in any jurisdiction other than Connecticut, such covenants as they relate to each other jurisdiction being, for this purpose, severable
into diverse and independent covenants.

(g) Withholding of Taxes . The Company may deduct and withhold from the
compensation payable to the Executive hereunder or otherwise any and all applicable federal, state, and local income and employment withholding taxes and any other amounts required to be deducted or withheld by the Company under applicable statute
or regulation.
(h) Amendment and Waiver . The provisions of this Agreement may be amended and waived only with the
prior written consent of the Company, the Executive and the Parent, and no course of conduct or failure or delay in enforcing the provisions of this Agreement shall affect the validity, binding effect or enforceability of this Agreement or any
provision hereof.
(i) Headings . The Section headings contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this Agreement.
(j) Counterparts . This Agreement may be
executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures of the parties hereto transmitted by facsimile, PDF or other electronic file shall be
deemed to be their original signatures for all purposes and the exchange of copies of this Agreement and of signature pages by facsimile transmission, PDF or other electronic file shall constitute effective execution and delivery of this Agreement
as to the parties hereto and may be used in lieu of the original Agreement for all purposes. At the request of any party hereto, all parties hereto shall execute an original of this Agreement as well as any facsimile, telecopy, PDF or other
reproduction hereof.
(k) WAIVER OF JURY TRIAL . NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE, SUCCESSOR, HEIR OR
PERSONAL REPRESENTATIVE OF A PARTY SHALL SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE BASED UPON OR ARISING OUT OF THIS AGREEMENT. NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY
TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR HAS NOT BEEN WAIVED. THE PROVISIONS OF THIS PARAGRAPH HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NEITHER PARTY
HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS PARAGRAPH WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.

Section 15. Section 409A .
(a)
Separation from Service . Notwithstanding anything to the contrary in this Agreement, with respect to any amounts payable to the Executive under this Agreement in connection with a termination of the Executive’s employment
that would be considered “non-qualified deferred compensation” under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), in no event shall a
termination of employment be considered for purposes of the time of payment of such amounts to have occurred under this Agreement unless such termination constitutes Executive’s “separation from service” with the Company as such
term is defined in Treasury Regulation Section l.409A-l(h), and any successor provision thereto (“ Separation from Service ”).

(b) Section 409A Compliance: Payment Delays .

(i) Notwithstanding anything to the contrary in this Agreement, to the maximum extent permitted by applicable law, the severance payments
payable to the Executive pursuant to this Agreement shall be made in reliance upon Treasury Regulation Section 1.409A-l(b)(9)(iii) (relating to separation pay plans) or Treasury Regulation Section 1.409A-l(b)(4) (relating to short-term deferrals). However, to the extent any such payments are treated as “non-qualified deferred compensation”
subject to Section 409A of the Code, and if Executive is deemed at the time of his Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, then to the extent delayed
commencement of any portion of the benefits to which the Executive is entitled under this Agreement is required in order to avoid a prohibited payment under Section 409A(a)(2)(B)(i) of the Code, such portion of the Executive’s termination
benefits shall not be provided to the Executive prior to the earlier of (A) the expiration of the six-month period measured from the date of the Executive’s Separation from Service or (B) the
date of the Executive’s death. Upon the earlier of such dates, all payments deferred pursuant to this Section 15(b)(i) shall be paid in a lump sum to the Executive (or the Executive’s estate).

(ii) The determination of whether the Executive is a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the
Code as of the time of his Separation from Service shall be made by the Company in accordance with the terms of Section 409A of the Code and applicable guidance thereunder (including, without limitation, the default provisions of Treasury
Regulation Section l.409A-l(i) and any successor provision thereto).
(iii) Notwithstanding
anything to the contrary in this Agreement, with respect to any amounts payable to the Executive under this Agreement that would be considered “non-qualified deferred compensation” under
Section 409A of the Code (including the Severance Payments) and are conditioned in the Executive’s execution of the Release described in Section 5(b), payment of such amounts will be measured from the Termination Date, but shall
commence on the 60 th day following the Termination Date (the “ Payment Commencement Date ”), provided that on or before the Payment Commencement Date, the Executive shall have
executed the Release (which form shall be delivered to the Executive by the Company within forty five days following the Termination Date) and the revocation period applicable to the Release shall have expired; and provided further, that the first
payment will include an amount equal to all payments that would have been made between the Termination Date and the Payment Commencement Date if such payments had commenced on the Company’s next regularly scheduled payroll date following the
Termination Date.
(c) Section 409A: Separate Payments . This Agreement is intended to be written, administered,
interpreted and construed in a manner such that no payment or benefits provided under this Agreement become subject to (a) the gross income inclusion set forth within Section 409A(a)(1)(A) of the Code or (b) the interest and
additional tax set forth within Section 409A(a)(1)(B) of the Code (collectively, “ Section 409A Penalties ”), including, where appropriate, the construction of defined terms to have meanings that would not
cause the imposition of Section 409A Penalties. To the extent that any provision of this Agreement violates Section 409A of the Code and/or Treasury Regulations issued under Section 409A of the Code, such that amounts would be taxable
to the Executive prior to payment, the Company and the Executive agree to negotiate in good faith to revise or strike such provision (and take any other action reasonably

necessary) to preserve the intent hereof to the extent permissible under Section 409A of the Code, Treasury Regulations issued under Section 409A of the Code and applicable guidance
issued by the Internal Revenue Service. For purposes of Section 409A of the Code (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), each payment that
the Executive may be eligible to receive under this Agreement shall be treated as a separate and distinct payment and shall not collectively be treated as a single payment.

(d) In-kind Benefits and Reimbursements . Notwithstanding anything to the contrary
in this Agreement or in any Company policy with respect to such payments, in-kind benefits and reimbursements provided under this Agreement during any tax year of the Executive shall not affect in-kind benefits or reimbursements to be provided in any other tax year of the Executive and are not subject to liquidation or exchange for another benefit. Notwithstanding anything to the contrary in this
Agreement, reimbursement requests must be timely submitted by the Executive and, if timely submitted, reimbursement payments shall be made to the Executive as soon as administratively practicable following such submission in accordance with the
Company’s policies regarding reimbursements, but in no event later than the last day of the Executive’s taxable year following the taxable year in which the expense was incurred. This Section 15(d) shall only
apply to in-kind benefits and reimbursements that would result in taxable compensation income to the Executive.

(e) No Company Liability . Notwithstanding anything herein to the contrary, in no event shall the Company or any of its
Affiliates be liable to the Executive for or with respect to any taxes and, to the extent the Company timely reports (as required by applicable law) all amounts required to be included in income under Section 409A in connection with such taxes,
penalties or interest, which may be imposed upon the Executive pursuant to Section 409A of the Code.
* * * *

[Jeff McRae - Employment Agreement- Signature Page]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

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PCX AEROSTRUCTURES, LLC |

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By: |
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/s/ Jeffry D. Frisby
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Name: |
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Jeffry D. Frisby |

Title: |
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President and Chief Executive officer |

EXECUTIVE |

/s/ Jeffrey L. McRae
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Name: |
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Jeffrey L. McRae |

PCX HOLDING CORP., |

solely for purposes of the issuance of equity |

Interests, if any, under Sections 3(e) and (f) |

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By: |
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/s/ Jeffry D. Frisby
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Name: |
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Jeffry D. Frisby |

Title: |
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Vice President |

Exhibit A

[Equity Participation Agreement - to be attached]

Exhibit B

Form of Release Agreement

I understand and agree completely to the “Severance Payment” terms set forth in the Employment Agreement (the “Employment
Agreement”) effective as of [_______________], 2018 by and between PCX Aerostructures, LLC (together with any successors thereto, the “Company”), PCX Holding Corp. (“Parent”) and me. I understand that I am not entitled
to any Severance Payments if I do not sign this Release and return it to the Company on or before [DATE TO BE INSERTED].
Section 1.
General Release and Knowing Waiver of Employment-Related Claims . For and in consideration of the severance payments and any other benefits I am eligible to receive from the Company, I, on my own behalf and on behalf of my
successors and assigns (collectively referred to as “Releasor”), hereby release and forever discharge the Company, Parent and their respective subsidiaries, stockholders, members, predecessors, successors, affiliates, officers,
directors, agents, representatives, employees, consultants and advisors (collectively referred to as “Releasee”), from any and all claims, counterclaims, demands, debts, actions, causes of action, suits, expenses, costs, attorneys’
fees, damages, indemnities, obligations and/or liabilities of any nature whatsoever, whether known or unknown, which Releasor ever had, now has or hereafter can, shall or may have against Releasee, for, upon or by reason of any matter, cause or
thing whatsoever from the beginning of the world to the date of this Release, including, but not limited to, the following:
(a) all such
claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment;

(b) all such claims and demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company,
vacation pay, fringe benefits, expense reimbursements, severance pay and/or any other form of compensation;
(c) any claims arising under
any federal, state or local law, statute or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Older Workers Benefit Protection Act, the Americans With Disabilities Act,
the Civil Rights Act of 1991, the Fair Labor Standards Act, the Equal Pay Act, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act of 1993, and the Consolidated Omnibus Budget Reconciliation Act of 1985 and any
applicable state or local statutes, including the Connecticut Fair Employment Practices Act, the retaliation provisions under the Connecticut Workers’ Compensation Act, the Connecticut Family and Medical Leave Act, and the Connecticut Free
Speech Law [Note to draft: Specific state employment laws to be included at the time of termination], all as amended; and

(d) any claims for breach of contract, express or implied, including any claim for breach of
any implied covenant of good faith and fair dealing, constructive discharge, discrimination, harassment, fraud, defamation, intentional tort, emotional distress and negligence.

Notwithstanding the foregoing, nothing herein releases any claim Releasor has or may have against Releasee regarding (i) my rights to
vested equity or equity-based awards, which shall in all respects be governed in accordance with the terms of the applicable equity award agreements, (ii) the performance or non-performance of obligations
arising under Section 5(b) of the Employment Agreement, (iii) rights to indemnification by the Company and its Affiliates under any contract, the Company’s governance documents or any applicable laws, and nothing in this Release
shall prevent me from enforcing my rights to my non-forfeitable accrued benefits (within the meaning of Sections 203 and 204 of ERISA) under any Company pension plan or to receive continuation coverage
pursuant to COBRA, or (iv) rights to any coverage to which I am entitled under any directors or officers or other insurance policy that is otherwise applicable to me by virtue of my service to the Company or its Affiliates).

Also, Releasor does not release any claims against Releasee that may arise after this Release has been executed by me and delivered to the
Company.
Section 2. Representation by Counsel and Review Period . I have been advised to consult independent legal counsel
before signing this Release, and I hereby represent that I have executed this Release after having the opportunity to consult independent counsel and after considering the terms of this Release for twenty-one
(21) days [In the event of a reduction in force, insert “and after considering the terms of this Release for forty-five (45) days] (although I may choose to voluntarily execute this Release earlier). I further
represent and warrant that I have read this Release carefully, that I have discussed it or have had reasonable opportunity to discuss it with my counsel, that I fully understand its terms, and that I am signing it voluntarily and of my own free
will.
Section 3. Right to Revoke Release . This Release shall not become effective until the eighth day following the date on
which I have executed it, provided that I have not revoked it, and I may at any time prior to that effective date revoke this Release by delivering written notice of revocation to [Insert name and contact information].

Section 4. Consideration for Release . I acknowledge that the consideration for this Release is consideration to which I would not
otherwise be entitled and is in lieu of any rights or claims that I may have with respect to any other remuneration from the Company.
Section 5.
Representation Concerning Filing of Legal Actions . I represent that, as of the date of this Release, I have not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the Company or any
of the other Releasees in any court or with any governmental agency.
Section 6. Continuing Obligations Concerning Confidential Information and
Company Property . I acknowledge and agree that I remain subject to the restrictive covenants contained in Sections 6 through 8 of the Employment Agreement, each of which survives the termination of my employment.

Section 7. Amendment of Release . This Release may not be amended or modified
except by a writing signed by [_______________] , on behalf of the Company, and by me.
Section 8. Governing Law . This
Release shall be governed by and construed in accordance with the laws of the State of Connecticut without regard to principles of conflicts of laws thereunder.

Section 9. Neutral Interpretation . This Release shall be interpreted in a neutral manner, and not more strongly for or against any
party based upon the source of the draftsmanship of the Release.
Section 10. Headings . The various headings in this Release are
inserted for convenience only and are not part of the Release.
Section 11. No Admission of Liability . This Release, and
performance of the acts required by it, does not constitute an admission of liability, culpability, negligence or wrongdoing on the part of anyone, and will not be construed for any purpose as an admission of liability, culpability, negligence or
wrongdoing by any party and/or by any party’s current, former or future parents, subsidiaries, related entities, predecessors, successors, officers, directors, stockholders, agents, employees and assigns.

Dated: This ________ day of _______________, 20__.

WITNESSES:

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Name: |

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### EX-10.9 - EX-10.9
EX-10.9
7
d25758dex109.htm
EX-10.9

EX-10.9

Exhibit 10.9

APPLIED AEROSPACE STRUCTURES, LLC

EMPLOYMENT AGREEMENT

This Employment Agreement (“ Agreement ”) is made and entered into as of May 8, 2026 (the “ Effective
Date ”) by and between James William (“Trip”) Ferguson, III (hereinafter referred to as “ Executive ”) and Applied Aerospace Structures, LLC, an Illinois limited liability company (hereinafter referred to as the
“ Company ”).
RECITALS

The Company desires to continue to employ Executive as the Chief Executive Officer and the Executive desires to continue to be so employed, on
and pursuant to the terms of this Agreement.
In consideration of the mutual promises and covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.
EMPLOYMENT AND DUTIES .
(a) The Company agrees to continue to employ Executive and Executive hereby accepts continued employment by
the Company as the Chief Executive Officer, effective as of the Effective Date. The Executive shall perform, to the best of Executive’s ability, experience and talents, such duties as are commensurate with the position of Chief Executive
Officer, or as may be assigned from time to time by the Board of Directors of Applied Aerospace & Defense, Inc. (the “ Board ”).

(b) Executive shall be appointed to serve as a member of the Board as of the Effective Date, and shall serve as a member of the Board
thereafter without additional compensation. During the Employment Term (as defined below), at each annual meeting of the Company’s stockholders at which Executive’s membership on the Board has expired, the Company will nominate Executive
to serve as a member of the Board. Executive’s service as a member of the Board will be subject to any required stockholder approval. Upon termination of Executive’s employment with the Company for any reason, unless the Board
affirmatively requests that Executive remain on the Board, Executive will be deemed to have resigned from the Board voluntarily as of the last day of employment with the Company; and at the Board’s request, Executive will execute any documents
necessary to reflect such resignation.
(c) During the Employment Term, Executive shall devote Executive’s entire time, attention
and energies to the business of the Company. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive from devoting reasonable time for engaging in professional, trade association, charitable or community activities,
undertaking such speaking engagements as Executive may select, managing the personal investments of Executive and Executive’s family, and with the approval of the Board (which approval shall not be unreasonably withheld) serving on the boards
of directors or similar governing bodies; provided that such activities and actions do not, individually or together, interfere with the regular performance of Executive’s duties and responsibilities under this Agreement or involve a
conflict of interest with the Company. Except as otherwise provided herein, Executive’s conduct shall be governed by the general rules and policies applicable to employees of the Company.

(d) During the Employment Term, the Executive’s principal place of employment will
continue to be in Huntsville, Alabama, provided that the Executive may be required to travel from time to time on Company business during the Employment Term.

2. TERM . This Agreement shall commence and is effective upon the Effective Date and continues through the second anniversary of the
Effective Date (the “ Initial Term ”), unless terminated in accordance with the provisions of this Agreement. Thereafter, unless previously terminated or written notice not to renew is provided by either party to the other at least
sixty (60) days prior to the end of the Initial Term, this Agreement and the Employment Term shall automatically renew for subsequent one-year periods (the period during which this Agreement is in effect
is referred to as the “ Employment Term ”). Notwithstanding the foregoing, the Employment Term may be earlier terminated in accordance with Section 8 hereof.

3. COMPENSATION .
(a)
During the Employment Term, the Company shall pay Executive as base compensation (the “ Base Salary ”) for Executive’s services an annual salary of $500,000, payable in periodic installments in accordance with the
Company’s customary payroll practices, less applicable withholdings. The Executive’s base salary shall be reviewed at least annually by the Board, provided that the Executive’s base salary may not be decreased during the
Employment Term without the Executive’s consent, other than as part of an across-the-board salary reduction that applies in the same manner to all senior
executives.
(b) During the Employment Term, the Executive will be eligible to earn an annual bonus (the “ Annual
Bonus ”) based on a target bonus opportunity of 100% of the Base Salary (the “ Target Bonus ”), upon the achievement of one or more performance goals established by the Board (or a committee thereof) in its sole discretion.
Any Annual Bonus will be earned and paid in accordance with the annual bonus plan applicable to senior executives generally. The Annual Bonus, if any, will be paid within two and a half (2 1/2) months after the end of the applicable calendar year.
Except as otherwise provided in this Agreement (i) the Annual Bonus will be subject to the terms of the Company annual bonus plan under which it is granted and (ii) in order to be eligible to receive an Annual Bonus, the Executive must be
employed by the Company on the date that the Annual Bonus is paid.
(c) During the Employment Term, the Executive will be entitled to paid
time off on a basis that is at least as favorable as that provided to other similarly situated executives of the Company. The Executive shall receive other paid time off in accordance with the Company’s policies for executives as such policies
may exist from time to time.
(d) During the Employment Term, the Executive shall be entitled to participate in all employee benefit
plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “ Employee Benefit Plans ”), on a basis which is no less favorable than is provided to other similarly situated executives of
the Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject to the
preceding sentence and the terms of such Employee Benefit Plan and applicable law.

(e) The Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by the Executive in connection with the performance of the Executive’s duties hereunder in accordance
with the Company’s expense reimbursement policies and procedures.
4. INVENTIONS .

(a) The Company shall have all rights including international priority rights in all Inventions (defined as any invention, idea, design,
concept, development, technique, discovery or improvement) whether or not patentable and/or subject to protection by intellectual property or patent laws, and all proposals, computer programs and writings, including any patent and copyright
interests therein, which Executive authors, conceives or makes, either solely or jointly with others, during Executive’s employment with the Company, which: (i) relate to any subject matter with which Executive’s work for the
Company or any of its affiliates may be concerned; (ii) relate to the business, products or services, or actual or demonstrably anticipated research or development, of the Company or the Company’s suppliers or contractors;
(iii) involve the use of the time, equipment, materials or facilities of the Company or any of its affiliates; or (iv) relate or are applicable to any phase of the Company’s research and development. Further, during the Employment
Term and thereafter, at the reasonable request of the Company and without expense to Executive, Executive agrees to execute all reasonable documents and to take all reasonable actions as may be necessary in order to assign all rights to or otherwise
vest good title in (or as directed by) the Company, and protect or exploit such rights, to the property and proprietary rights described in this subsection.

(b) The Company shall have no rights in any Inventions made or conceived by Executive which do not involve any Confidential Information (as
defined below), equipment, supplies, facilities or materials of the Company, any of its affiliates or the Company’s suppliers or contractors, and which are developed entirely on Executive’s own time unless: (i) the Invention relates
at the time of conception or reduction to practice of the invention to the business, products or services of the Company, any of its affiliates or the Company’s suppliers or contractors; or (ii) the Invention relates to actual or
demonstrably anticipated research or development projects of the Company, any of its affiliates or the Company’s suppliers or contractors: or (iii) the Invention results from any services performed by Executive for the Company, any of its
affiliates or the Company’s suppliers or contractors.
(c) The term “ Confidential Information ” as used in this
Section 4 and throughout this Agreement shall include information of any nature and in any form which at the time or times concerned is not generally known to those persons engaged in a business similar to that conducted or
contemplated by the Company and which relate to any one or more of the aspects of the recent or past business(es) of the Company, any supplier or contractor of the Company, or any of its or their subsidiaries or affiliates, or any of their
predecessors. Executive shall have no obligation under this Agreement to maintain in confidence any information that (i) is in the public domain at the time of disclosure, (ii) though originally Confidential Information, subsequently

enters the public domain other than by breach of Executive’s obligations hereunder or by breach of another person’s or entity’s confidentiality obligations, or (iii) is
shown by documentary evidence to have been known by Executive prior to disclosure to Executive by the Company. Confidential Information expressly does not include information that is not legally protectable under federal or state law or applicable
regulations.
(d) Nothing in this Agreement shall prohibit or restrict the Company, Executive or their respective attorneys from:
(i) making any disclosure of relevant and necessary information or documents in any action, investigation or proceeding relating to this Agreement, or any other agreement, arrangement or relationship to which Executive may become a party that
relates to the Company or its affiliates, or as required by law or legal process, including with respect to possible violations of law; (ii) participating, cooperating or testifying in any action, investigation or proceeding with, or providing
information to, any governmental agency or legislative body, any self-regulatory organization, and/or pursuant to the Sarbanes-Oxley Act; (iii) making any other disclosures that are protected under the whistleblower provisions of any applicable
law, rule or regulation; or (iv) seeking or accepting any U.S. Securities and Exchange Commission awards or any other protected whistleblower relief; provided that to the extent permitted by law, upon the Company’s or
Executive’s receipt of any subpoena, court order or other legal process compelling the disclosure of any such information or documents, such party agrees to give prompt written notice by delivery to the other party, in order to permit such
party to protect the interests in confidentiality to the fullest extent possible; and provided that such notice to the Company or Executive does not prevent compliance with the subpoena, court order other legal process, or the law. In
addition, nothing in this Agreement shall prohibit or restrict Executive or the Company from initiating communications with, or responding to any inquiry from, any regulatory or supervisory authority regarding any good faith concerns about possible
violations of law or regulation. Nothing in this Agreement requires Executive to obtain prior authorization from the Company, or any other person or entity before engaging in any conduct described in this paragraph, or to notify the Company that
Executive has engaged in any such conduct. Nothing herein prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that Executive has reason to
believe is unlawful. Further, nothing in this Agreement will prohibit or restrict Executive from speaking with law enforcement, the Equal Opportunity Commission, the state division of human rights, the attorney general, a local commission on human
rights or an attorney retained by Executive.
5. RESTRICTIVE COVENANTS .

(a) During the Employment Term and any period in which Executive is employed by the Company or its affiliates, Executive shall not directly or
indirectly: (i) solicit or otherwise call upon any of the Company’s or any of its affiliates’ Customers (as defined below), except for or on behalf of the Company or any of its affiliates; (ii) engage in any business that is a
Competitor; or (iii) enter into any agreement with or solicit or cause others to solicit, the employment or engagement of any officer, salesperson, contractor, supplier, consultant or employee of the Company or any of its affiliates, for the
purpose of causing such officer, salesperson, contractor, supplier, consultant or employee to terminate his, her or its employment with or engagement by the Company or such affiliate.

(b) Without limiting Section 5(a) , during the Employment Term and
any period in which Executive is employed by the Company or its affiliates, and for a period of twelve (12) months immediately after the Executive’s termination of employment for whatever reason, except with the prior written consent of
the Company, Executive shall not directly or indirectly: (i) solicit any employee of the Company to leave the Company that the Executive supervised or had material contact with during the Executive’s employment with the Company; or
(ii) use any of the Company’s Confidential Information (as defined in Section 4 above) and Trade Secrets (as defined in Section 7 below) to solicit any (A) supplier, vendor,
contractor or Customer of the Company to terminate his, her or its relationship or business with the Company, or make any change adverse to the Company in such relationship or business with the Company, or (B) Potential Customer to convince or
prevent such Potential Customer from either entering into a relationship or conducting business with the Company.
For purpose of this
Agreement:
“ Competitor ” shall mean any business engaged as a business rival to the Company in the design, fabrication,
manufacture, assembly or sale of: (1) products or services similar to or competitive with the Company’s products or services during the term of Executive’s employment with the Company; or (2) products or services similar to or
competitive with those products or services planned or proposed to be introduced by the Company and known to the Executive at the time of the Executive’s termination of employment with the Company;

“ Customer(s) ” shall mean a person, firm or other entity which within one year prior to the date of Executive’s
termination with the Company acquired products or services directly or indirectly from the Company (or from one or more of its predecessor entities); and “ Potential Customer(s) ” shall mean a person, firm or other entity which the
Company, within one (1) year prior to the date of Executive’s termination with the Company, directly or indirectly solicited, prepared a proposal or developed a plan, product or service for, or was preparing to solicit within one
(1) year prior to the date of termination of Executive’s employment with the Company, provided Executive knew about or was involved in the Company’s solicitation or preparation to solicit.

6. REMOVAL OF DOCUMENTS . No documents, files records, film, tapes or other media, correspondence, notes, customer lists, brochures,
catalogues or other papers (including copies) containing Confidential Information shall be removed from the Company’s premises, except as Executive’s duties to or for the Company may require, and in such case Executive will immediately
return such to the Company. Executive will not copy or duplicate any of the foregoing materials for Executive’s own use or for any purpose whatsoever unless required for the Company’s business or benefit or otherwise specifically
requested to do so by the Company. Executive shall also return all Company property including Company electronic files at the end of Executive’s employment with Company or upon the Company’s earlier request. The provisions of this
Section shall survive the termination of this Agreement for any reason, to the extent allowed by law.

7. TRADE SECRETS .

(a) Executive understands that during the course of Executive’s employment, Executive has acquired and will continue to acquire and have
access to Trade Secrets (as defined below) and other Confidential Information (as defined above) of the Company, its affiliates, suppliers, contractors and customers and potential customers, whether or not reduced to writing, patented, copyrighted
or trademarked, all of which is confidential in nature and of great value to the Company. Executive will not divulge any Trade Secrets or Confidential Information to any other person, firm or other entity, or use, rely on, or permit the use of any
of Trade Secrets or other Confidential Information other than pursuant to this Agreement on behalf of the Company. “ Trade Secrets ” is to be broadly defined and includes (a) all information that has or could have commercial
value or other utility in the business in which the Company or its customers are engaged or in which they contemplate engaging, and (b) all information that, if disclosed without authorization, could be detrimental to the interest of the
Company or its Customers, whether or not such information is identified as Trade Secrets by the Company or its Customers. By example and without limitation, Trade Secrets includes all information on the Company’s operating techniques,
processes, formulas, trade secrets, inventions, discoveries, improvements, research or development test results, specifications, data, know-how, formats, marketing plans, business plans, strategies, forecasts,
unpublished financial information, budgets, projections and customer and supplier identities, characteristics and agreements. The provisions of this Section shall survive termination of this Agreement for any reason. Executive shall have no
obligation under this Agreement to maintain in confidence any information not considered Confidential Information. Trade Secrets expressly does not include information that is not legally protectable under federal or state law or applicable
regulations. Nothing stated in this Agreement is intended to limit or restrict rights under applicable law such as engaging in protected activity under the National Labor Relations Act, including discussing wages, hours, or working conditions.

(b) 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State trade
secret law for the disclosure of a trade secret that—(i) is made—(A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or
investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with 18 U.S.C.
§ 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state and local
government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the
filing is made under seal and protected from public disclosure.
8. TERMINATION . The Employment Term may be terminated by either
the Company or the Executive at any time and for any reason or for no reason, subject to any notice requirements set forth herein. Upon termination of the Employment Term, the Executive is entitled to the compensation and benefits described in
Section 9 and has no further rights to any compensation or any other benefits from the Company or any of its affiliates. The Employment Term may terminate:

(a) DEATH . Automatically upon the Executive’s death.

(b) DISABILITY . Upon ten days’ prior written notice by the Company to the
Executive of termination due to Disability. For purposes of this Agreement, “ Disability ” means the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of the Executive’s job,
with or without reasonable accommodation, for 180 days out of any 365-day period or for 120 consecutive days.

(c) CAUSE . Immediately upon written notice by the Company to the Executive of a termination for Cause. “ Cause ” means
the Executive’s:
(i) willful misconduct or gross negligence in the performance of the Executive’s duties to
the Company that has or could reasonably be expected to have a material adverse effect on the Company;
(ii) willful
failure to perform the Executive’s material duties that continues after the Company’s written request of such performance or willful failure to follow the lawful directives of the Board CEO (other than as a result of death or
Disability);
(iii) failure to reasonably cooperate in any audit or investigation involving the Company or its subsidiaries
that continues after the Company’s written request of such cooperation;
(iv) conviction of, or pleading guilty or
nolo contendere to, any crime involving moral turpitude or any felony;
(v) embezzlement, fraud, theft, malfeasance,
dishonesty or misappropriation of the Company’s property; or
(vi) material breach of this Agreement or any other
written agreement with the Company, or material violation of the Company’s code of conduct or other written policy as in effect from time to time.

Any determination of Cause by the Company will be made by a resolution approved by a majority of the members of the Board, provided that no such
determination may be made until the Executive has been given written notice detailing the specific Cause event and a period of thirty days following receipt of such notice to cure such event (if susceptible to cure) to the reasonable satisfaction of
the Board. Notwithstanding anything to the contrary contained herein, the Executive’s right to cure as set forth in the preceding sentence will not apply if there are habitual or repeated breaches by the Executive.

(d) WITHOUT CAUSE . Upon thirty days’ prior written notice by the Company to the Executive of an involuntary termination without
Cause (other than for death or Disability).
(e) GOOD REASON . Upon written notice by the Executive to the Company of a termination
for Good Reason. “ Good Reason ” means the occurrence of any of the following events during the Employment Term without the written consent of the Executive, unless such events are corrected in all material respects by the Company
within thirty days following Executive’s written notification to the Company of the occurrence of any such event(s):

(i) material reduction in Base Salary or Target Bonus other
than a general reduction in Base Salary affecting all similarly situated executives;
(ii) material diminution in
the Executive’s title, duties, authorities or responsibilities ( provided that the foregoing shall not include actions taken on a temporary basis while the Executive is physically or mentally incapacitated);

(iii) the requirement that the Executive report to anyone other than the Board;

(iv) the removal of or the failure to elect or re-elect the Executive to the Board;

(v) a material breach by the Company of a material term of this Agreement or any other agreement with the Executive; or

(vi) relocation of the Executive’s primary work location by more than fifty miles from Executive’s then
current location.
The Executive will provide the Company with a written notice detailing the specific circumstances alleged to constitute Good Reason
within thirty days after the first occurrence of such circumstances and actually terminate employment within thirty days following the expiration of the Company’s thirty-day cure period described above
if the applicable condition has not been cured. Otherwise, any claim of such circumstances as Good Reason will be deemed irrevocably waived by the Executive.

(f) WITHOUT GOOD REASON . Upon thirty days’ prior written notice by the Executive to the Company of the Executive’s
resignation without Good Reason. In the event of a termination of the Executive’s employment by the Executive without Good Reason, the Company may, in its sole and absolute discretion, by written notice, accelerate such date of termination
and/or place Executive on a leave of absence, reduce or alter Executive’s duties, and/or limit Executive’s access to or contact with clients, employees, offices, electronic systems and/or property of the Company, so long as, in the event
that the Company takes any such action, the Company will continue to pay the Executive the Executive’s Base Salary, and Executive may continue to participate in the applicable employee benefit plans as an active employee to the extent
permitted by and in accordance with the terms of such plans as in effect from time to time, through the end of the thirty-day notice period; provided , that in no event shall any of the aforementioned
actions taken by the Company constitute Good Reason.
(g) EXPIRATION OF EMPLOYMENT TERM;
NON-EXTENSION OF AGREEMENT . Upon the expiration of the Employment Term due to a non-extension of this Agreement by the Company or the Executive pursuant to the
provisions of Section 2 hereof.
9. CONSEQUENCES OF TERMINATION .

(a) DEATH . In the event of a termination on account of the Executive’s death, the Executive or the Executive’s estate, as
the case may be, is entitled to the following:

(i) any accrued but unpaid Base Salary through the date of termination,
payable on the pay date immediately following the date of the Executive’s termination in accordance with the Company’s regular payroll practices;

(ii) reimbursement for unreimbursed business expenses properly incurred by the Executive, payable in accordance with the
Company’s expense reimbursement policy;
(iii) any accrued but unused paid time off in accordance with Company
policy, payable on the pay date immediately following the date of the Executive’s termination in accordance with the Company’s regular payroll practices or on such earlier date as may be required by law;

(iv) all other payments, benefits or fringe benefits to which the Executive is entitled under the terms of any applicable
compensation arrangement or benefit, equity or fringe benefit plan or program or grant, provided that in no event will the Executive be entitled to any severance or termination payments except as specifically provided in this Agreement
(collectively, payments in Section 9(a)(i) through 9(a)(iv) hereof, the “ Accrued Benefits ”);

(v) any earned but unpaid Annual Bonus with respect to the calendar year ending on or preceding the date of termination,
payable on the otherwise applicable payment date (the “ Prior Year Bonus ”); and
(vi) a payment
equal to the product of (A) the Annual Bonus, if any, that the Executive otherwise would have earned for the calendar year that includes the date of termination had no such termination occurred, based on actual achievement of the
applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of
days in such year (the “ Pro Rata Bonus ”), payable on the date the Annual Bonus for the year of termination would otherwise have been paid.

(b) DISABILITY . In the event of a termination on account of the Executive’s Disability, the Company will pay the Executive the
Accrued Benefits, the Prior Year Bonus and the Pro Rata Bonus.
(c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON OR AS A RESULT
OF EXECUTIVE NONRENEWAL . In the event of a termination (x) by the Company for Cause, (y) by the Executive without Good Reason, or (z) as a result of the Executive’s
non-extension of the Employment Term as provided in Section 2 hereof, the Company will pay the Executive the Accrued Benefits.

(i) substantially equal installment payments payable in accordance with the
Company’s regular payroll practices, but no less frequently than monthly, which are in the aggregate equal to 1.5 times the sum of the Base Salary and Target Bonus for the year that includes the date of termination; provided that to the
extent that the payment of any amount constitutes “nonqualified deferred compensation” for purposes of Section 409A, any such payment scheduled to occur during the first sixty days following the termination will not be paid
until the first regularly scheduled pay period following the sixtieth day following such termination and will include payment of any amount that was otherwise scheduled to be paid prior thereto;

(ii) the Prior Year Bonus;

(iii) the Pro Rata Bonus, payable on the date the Annual Bonus for the year of termination would otherwise have been paid,
but in any event no later than March 15 of the calendar year following the end of the calendar year that includes the date of termination; and

(iv) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“ COBRA ”), reimbursement to the Executive for the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents for a period of eighteen months,
provided that the Company may modify the continuation coverage to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of Section 105(h)
of the Internal Revenue Code of 1986, as amended; the Patient Protection and Affordable Care Act of 2010, as amended; and/or the Health Care and Education Reconciliation Act of 2010, as amended, and in each case, the regulations and guidance
promulgated thereunder (to the extent applicable); and provided , further , that in the event that the Executive obtains other employment that offers group health benefits, such COBRA premium reimbursements will immediately cease.

Payments and benefits provided in this Agreement are in lieu of any termination or severance payments or benefits for which the Executive may be eligible
under any Company policies or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.

(f) EXCLUSIVE REMEDY . The amounts payable to the Executive following termination
pursuant to Section 9 hereof will be in full and complete satisfaction of the Executive’s rights under this Agreement and any other claims that the Executive may have in respect of employment with the Company or any
of its affiliates, and the Executive acknowledges that such amounts are fair and reasonable, and are the Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination of the
Employment Term or any breach of this Agreement by the Company.
(g) NO DUTY TO MITIGATE . The Executive shall not be required to
mitigate the amount of any payment or benefit provided pursuant to this Agreement by seeking other employment or otherwise, and the amount of any payment or benefit provided for pursuant to this Agreement shall not be reduced by any compensation
earned as a result of Executive’s other employment or otherwise.
10. RELEASE; CLAWBACK . Any and all amounts payable and
benefits provided beyond the Accrued Benefits pursuant to Section 9(d) (the “ Severance Benefits ”) will only be payable if, within sixty days following termination, the Executive executes and delivers to
the Company and does not revoke a general release of claims in favor of the Company in a form mutually satisfactory to the Company and the Executive. The first such payment of the Severance Benefits will include all amounts that otherwise would have
been due prior thereto under the terms of this Agreement had such payments commenced immediately upon the effective date of the Executive’s termination of employment. Any delay in the payment of the Severance Benefits will not extend the
period of time that the Severance Benefits are payable pursuant to Section 9(d) . During such time that the Executive is receiving the Severance Benefits, if (A) the Company discovers grounds constituting Cause existed
before the Executive’s termination or (B) the Executive breaches any of the covenants set forth in Sections 4, 5 or 7 , the Executive’s right to receive the Severance Benefits will immediately cease and be forfeited, and the pre-tax value of any Severance Benefits previously paid to the Executive will be immediately repaid by the Executive.

11. ARBITRATION AND EQUITABLE RELIEF .

not to any dispute or claim that in the absence of this Agreement would not be judicially cognizable. The Company and Executive agree to waive their rights to a civil trial by a judge or a jury
or other judicial resolution. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. To the fullest extent permitted by law, Executive waives any right or ability to participate in any court
proceeding, including any class, collective, or multi-party action, against the Company or any of its affiliates. Executive also agrees to bring any arbitrations only on an individual basis (and not as a
co-claimant with any other individual(s) against the Company or any of its affiliates), or on a putative class or collective basis.

(b) This Agreement and arbitration agreement shall be governed by the laws of the State of Delaware. Executive understands that the arbitrator
shall apply Delaware law to the merits of any dispute or claim, with reference to rules of conflict of law. The Company shall pay all arbitrator fees and arbitration forum expenses for the arbitration process. Each party shall pay its own litigation
costs (e.g., copying, depositions, witnesses and expert fees) and attorneys’ fees to the same extent it would in a court of law, unless the arbitrator, applying the same rules as a court in such situations and in accordance with applicable
law, rules otherwise. The arbitration shall be conducted on a strictly confidential basis.
(c) Notwithstanding the foregoing, before
appointment of the arbitrator and in exceptional circumstances even thereafter, the parties may apply to any court of competent jurisdiction in Delaware for a Temporary Restraining Order, Preliminary Injunction, or other interim or conservatory
relief, in aid of arbitration, as necessary, without breach of this arbitration agreement and without any abridgment of the powers of the arbitrator. Because Executive agrees that it would be impossible or inadequate to measure and calculate the
Company’s damages for any breach of covenants set forth in Sections 4 through 7 of this Agreement, and such breach would result in irreparable and continuing damage to the Company, Executive agrees that the Company has, in addition to
any other right or remedy available, the rights to equitable remedies described above. Executive further agrees that no bond or other security shall be required in obtaining any such equitable relief.

12. SEVERABILITY . The provisions of this Agreement shall be severable. The

unenforceability or invalidity of any one or more provisions, clauses or sentences hereof shall not render any other provision, clause or
sentence herein contained unenforceable or invalid. The portion of the Agreement which is not invalid or unenforceable shall be considered enforceable and binding on the parties and the invalid or unenforceable provisions(s), clause(s), or
sentence(s) shall be deemed excised, modified or restricted to the extent necessary to render the same valid and enforceable, and this Agreement shall be construed as if such invalid or unenforceable provision(s), clause(s) or sentence(s) were
omitted. The provisions of this Section shall survive the termination of this Agreement for any reason.
13. SECTION 280G .

(b) If the shareholder approval exception under Section 280G is not available, or if
after using commercially reasonable best efforts, the Company is otherwise unable to avoid the imposition of the Excise Tax as to the Covered Payments, then, before making the Covered Payments, a calculation will be made, at the Company’s sole
cost, comparing (i) the Net Benefit (as defined below) to the Executive of the Covered Payments to (ii) the Net Benefit to the Executive if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax.
Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise
Tax. ” Net Benefit ” will mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and the Excise Tax. Any such reduction will be made by the Company in its
sole discretion consistent with the requirements of Section 409A of the Code. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts will be reduced (but not below zero) on a pro rata
basis.
14. SECTION 409A . The intent of the parties is that payments and benefits under this Agreement comply with
Section 409A of the Code and the regulations and guidance promulgated thereunder (“ Section 409A ”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be
interpreted and administered to be in compliance therewith. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. Without limiting the foregoing
and notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A:

(a) Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement which
are subject to Section 409A until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A;

(d) if any severance amount payable under a plan or agreement that Executive may have a
right or entitlement to as of the date of this Agreement constitutes deferred compensation under Section 409A, then the portion of the benefits payable hereunder equal to such other amount shall instead be provided in the form set forth in such
other plan or agreement.
The Company makes no representation that any or all of the payments described in this Agreement will be exempt from or comply
with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. Executive understands and agrees that Executive shall be solely responsible for the payment of any taxes, penalties, interest or other
expenses incurred by Executive on account of non-compliance with Section 409A.
15.
MISCELLANEOUS .
(a) From time to time, the Company may wish to use Executive’s name, voice, signature, photograph or likeness
in its public relations or promotional activities. Executive consents to the use of such materials by the Company for such promotional purposes, including but not limited to use in advertisements, brochures, videotapes and films. In addition,
Executive releases the Company from any financial obligation to Executive for such uses other than from damages to the Executive resulting from the misuse of Executive’s name, voice, signature, photograph or likeness.

(b) The rights and benefits of the Company under this Agreement shall be assignable to any affiliate of the Company as well as to any
purchaser of all or substantially all of the assets or stock of the Company. Executive may not assign or delegate any of Executive’s rights or obligations hereunder without first obtaining the written consent of the Company.

(c) The waiver of any breach of the terms of this Agreement shall not constitute the waiver of any other or further breach hereunder, whether
or not of a like nature or kind. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party against whom charged.

(d) This Agreement (as modified by Exhibit A ), including any and all exhibits attached hereto, constitutes the entire agreement between
the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, if any, between the parties relating to the subject matter hereof. Executive acknowledges and agrees that Executive shall continue to remain
bound by any and all obligations and restrictive covenants, including all cooperation, confidentiality, intellectual property, nonsolicitation, and nondisparagement obligations that Executive owes to the Company or its affiliates. No amendment or
modification of the terms of the Agreement shall be binding upon either party unless reduced to writing and signed by Executive and a duly appointed officer of the Company.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first above
written.

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“COMPANY” |
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“EXECUTIVE” |

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APPLIED AEROSPACE STRUCTURES, LLC |
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JAMES WILLIAM (“TRIP”) FERGUSON, III |

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/s/ Noah Blitzer
|
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/s/ James William (“Trip”) Ferguson, III
|

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By: Noah Blitzer |
|
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Title: Director |
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|

[Signature Page to
Employment Agreement]

EXHIBIT A

Certain Modifications to the Restrictive Covenants

Certain Modifications to the Restrictive Covenants provisions of the Agreement are hereby modified in certain states as described in this Exhibit A .
Notwithstanding the foregoing provisions of the Agreement, in the event that Executive was authorized by the Company to perform the majority of services in a state set forth in this Exhibit A as of (i) Effective Date or
(ii) termination of Executive’s employment with the Company, the modifications to this Agreement set forth in this Exhibit A in respect of such state shall apply (and if Executive was authorized by the Company to perform the
majority of services in more than one state, the most recently authorized state shall govern). Except as set forth below, all other terms of the Agreement shall apply to Executive.

Alabama
For purposes of
Section 5(b)(i) , the restriction shall be limited to the solicitation of any employee of the Company that is in a position uniquely essential to the management, organization or service of the business of the Company.

California
Notwithstanding anything to the contrary in
the Agreement, the Agreement will be governed by the laws of the State of California and any proceeding or arbitration will take place in the State of California.

[Exhibit A to
Employment Agreement]

### EX-10.10 - EX-10.10
EX-10.10
8
d25758dex1010.htm
EX-10.10

EX-10.10

Exhibit 10.10

FORM OF

EMPLOYMENT AGREEMENT

This Employment Agreement (“ Agreement ”) is made and entered into as of [_____] (the “ Effective Date ”) by
and between [_____] (hereinafter referred to as “ Executive ”) and [_____], a [_____] corporation (hereinafter referred to as the “ Company ”).

RECITALS
The Company (or
a subsidiary of the Company) and Executive previously entered into an [employment agreement/offer letter], dated as of [_____] (the “ Previous Agreement ”);

The Company desires to continue to employ Executive as the [_____] and the Executive desires to continue to be so employed, on and pursuant to
the terms of this Agreement, and the Company and Executive desire for this Agreement to supersede and replace the Previous Agreement in its entirety upon the Effective Date.

In consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:
1. TERMINATION OF PREVIOUS AGREEMENT . Each of the
Company and Executive acknowledge and agree that, effective as of the date hereof, and without any further action by any of the parties, (a) the Previous Agreement shall be terminated in its entirety with no additional cost or liability to the
Company (or its successors or assigns), (b) all rights, obligations and liabilities of the Executive under the Previous Agreement shall cease and (c) the Previous Agreement shall be deemed null and void and of no force or effect.

2. EMPLOYMENT AND DUTIES .

(a) The Company agrees to continue to employ Executive and Executive hereby accepts continued employment by the Company as the [_____],
effective as of the Effective Date. The Executive shall perform, to the best of Executive’s ability, experience and talents, such duties as are commensurate with the position of [_____], or as may be assigned from time to time by the Chief
Executive Officer of the Company (the “ CEO ”).
(b) During the Employment Term, Executive shall devote
Executive’s entire time, attention and energies to the business of the Company. Notwithstanding the foregoing, nothing in this Agreement shall preclude Executive from devoting reasonable time for engaging in professional, trade association,
charitable or community activities, undertaking such speaking engagements as Executive may select, managing the personal investments of Executive and Executive’s family, and with the approval of the Board of Directors of Applied
Aerospace & Defense, Inc. (the “ Board ”) (which approval shall not be unreasonably withheld) serving on the boards of directors or similar governing bodies; provided that such activities and actions do not,
individually or together, interfere with the regular performance of Executive’s duties and responsibilities under this Agreement or involve a conflict of interest with the Company. Except as otherwise provided herein, Executive’s conduct
shall be governed by the general rules and policies applicable to employees of the Company.

(c) During the Employment Term, the Executive’s principal place of employment
will continue to be in [_____], provided that the Executive may be required to travel from time to time on Company business during the Employment Term.

3. TERM . This Agreement shall commence and is effective upon the Effective Date and continues through the second anniversary of
the Effective Date (the “ Initial Term ”), unless terminated in accordance with the provisions of this Agreement. Thereafter, unless previously terminated or written notice not to renew is provided by either party to the other at
least sixty (60) days prior to the end of the Initial Term, this Agreement and the Employment Term shall automatically renew for subsequent one-year periods (the period during which this Agreement is in
effect is referred to as the “ Employment Term ”). Notwithstanding the foregoing, the Employment Term may be earlier terminated in accordance with Section 9 hereof.

4. COMPENSATION .

(a) During the Employment Term, the Company shall pay Executive as base compensation (the “ Base Salary ”) for
Executive’s services an annual salary of $[__], payable in periodic installments in accordance with the Company’s customary payroll practices, less applicable withholdings. The Executive’s base salary shall be reviewed at least
annually by the Board, provided that the Executive’s base salary may not be decreased during the Employment Term without the Executive’s consent, other than as part of an across-the-board salary reduction that applies in the same manner to all senior executives.

(b) During the Employment Term, the Executive will be eligible to earn an annual bonus (the “ Annual Bonus ”) based on
a target bonus opportunity of [__]% of the Base Salary (the “ Target Bonus ”), upon the achievement of one or more performance goals established by the Board (or a committee thereof) in its sole discretion. Any Annual Bonus will be
earned and paid in accordance with the annual bonus plan applicable to senior executives generally. The Annual Bonus, if any, will be paid within two and a half (2 1/2) months after the end of the applicable calendar year. Except as otherwise
provided in this Agreement (i) the Annual Bonus will be subject to the terms of the Company annual bonus plan under which it is granted and (ii) in order to be eligible to receive an Annual Bonus, the Executive must be employed by the
Company on the date that the Annual Bonus is paid.
(c) During the Employment Term, the Executive will be entitled to paid time off
on a basis that is at least as favorable as that provided to other similarly situated executives of the Company. The Executive shall receive other paid time off in accordance with the Company’s policies for executives as such policies may
exist from time to time.
(d) During the Employment Term, the Executive shall be entitled to participate in all employee benefit
plans, practices, and programs maintained by the Company, as in effect from time to time (collectively, “ Employee Benefit Plans ”), on a basis which is no less favorable than is provided to other similarly situated executives of
the Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. The Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject to the
preceding sentence and the terms of such Employee Benefit Plan and applicable law.

(a) The Company shall have all rights including international priority rights in all Inventions (defined as any invention, idea, design,
concept, development, technique, discovery or improvement) whether or not patentable and/or subject to protection by intellectual property or patent laws, and all proposals, computer programs and writings, including any patent and copyright
interests therein, which Executive authors, conceives or makes, either solely or jointly with others, during Executive’s employment with the Company, which: (i) relate to any subject matter with which Executive’s work for the
Company or any of its affiliates may be concerned; (ii) relate to the business, products or services, or actual or demonstrably anticipated research or development, of the Company or the Company’s suppliers or contractors;
(iii) involve the use of the time, equipment, materials or facilities of the Company or any of its affiliates; or (iv) relate or are applicable to any phase of the Company’s research and development. Further, during the Employment
Term and thereafter, at the reasonable request of the Company and without expense to Executive, Executive agrees to execute all reasonable documents and to take all reasonable actions as may be necessary in order to assign all rights to or otherwise
vest good title in (or as directed by) the Company, and protect or exploit such rights, to the property and proprietary rights described in this subsection.

(b) The Company shall have no rights in any Inventions made or conceived by Executive which do not involve any Confidential Information
(as defined below), equipment, supplies, facilities or materials of the Company, any of its affiliates or the Company’s suppliers or contractors, and which are developed entirely on Executive’s own time unless: (i) the Invention
relates at the time of conception or reduction to practice of the invention to the business, products or services of the Company, any of its affiliates or the Company’s suppliers or contractors; or (ii) the Invention relates to actual or
demonstrably anticipated research or development projects of the Company, any of its affiliates or the Company’s suppliers or contractors: or (iii) the Invention results from any services performed by Executive for the Company, any of its
affiliates or the Company’s suppliers or contractors.
(c) The term “ Confidential Information ” as used in
this Section 5 and throughout this Agreement shall include information of any nature and in any form which at the time or times concerned is not generally known to those persons engaged in a business similar to that
conducted or contemplated by the Company and which relate to any one or more of the aspects of the recent or past business(es) of the Company, any supplier or contractor of the Company, or any of its or their subsidiaries or affiliates, or any of
their predecessors. Executive shall have no obligation under this Agreement to maintain in confidence any information that (i) is in the public domain at the time of disclosure, (ii) though originally Confidential Information, subsequently
enters the public domain other than by breach of Executive’s obligations hereunder or by breach of another person’s or entity’s confidentiality obligations, or (iii) is shown by documentary evidence to have been known by
Executive prior to disclosure to Executive by the Company. Confidential Information expressly does not include information that is not legally protectable under federal or state law or applicable regulations.

(d) Nothing in this Agreement shall prohibit or restrict the Company, Executive or
their respective attorneys from: (i) making any disclosure of relevant and necessary information or documents in any action, investigation or proceeding relating to this Agreement, or any other agreement, arrangement or relationship to which
Executive may become a party that relates to the Company or its affiliates, or as required by law or legal process, including with respect to possible violations of law; (ii) participating, cooperating or testifying in any action, investigation
or proceeding with, or providing information to, any governmental agency or legislative body, any self-regulatory organization, and/or pursuant to the Sarbanes-Oxley Act; (iii) making any other disclosures that are protected under the
whistleblower provisions of any applicable law, rule or regulation; or (iv) seeking or accepting any U.S. Securities and Exchange Commission awards or any other protected whistleblower relief; provided that to the extent permitted by
law, upon the Company’s or Executive’s receipt of any subpoena, court order or other legal process compelling the disclosure of any such information or documents, such party agrees to give prompt written notice by delivery to the other
party, in order to permit such party to protect the interests in confidentiality to the fullest extent possible; and provided that such notice to the Company or Executive does not prevent compliance with the subpoena, court order other legal
process, or the law. In addition, nothing in this Agreement shall prohibit or restrict Executive or the Company from initiating communications with, or responding to any inquiry from, any regulatory or supervisory authority regarding any good faith
concerns about possible violations of law or regulation. Nothing in this Agreement requires Executive to obtain prior authorization from the Company, or any other person or entity before engaging in any conduct described in this paragraph, or to
notify the Company that Executive has engaged in any such conduct. Nothing herein prevents Executive from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that
Executive has reason to believe is unlawful. Further, nothing in this Agreement will prohibit or restrict Executive from speaking with law enforcement, the Equal Opportunity Commission, the state division of human rights, the attorney general, a
local commission on human rights or an attorney retained by Executive.
6. RESTRICTIVE COVENANTS .

(a) During the Employment Term and any period in which Executive is employed by the Company or its affiliates, Executive shall not
directly or indirectly: (i) solicit or otherwise call upon any of the Company’s or any of its affiliates’ Customers (as defined below), except for or on behalf of the Company or any of its affiliates; (ii) engage in any
business that is a Competitor; or (iii) enter into any agreement with or solicit or cause others to solicit, the employment or engagement of any officer, salesperson, contractor, supplier, consultant or employee of the Company or any of its
affiliates, for the purpose of causing such officer, salesperson, contractor, supplier, consultant or employee to terminate his, her or its employment with or engagement by the Company or such affiliate.

(b) Without limiting Section 6(a) , during the Employment Term and any period in which Executive is employed by
the Company or its affiliates, and for a period of twelve (12) months immediately after the Executive’s termination of employment for whatever reason, except with the prior written consent of the Company, Executive shall not directly or
indirectly: (i) solicit

any employee of the Company to leave the Company that the Executive supervised or had material contact with during the Executive’s employment with the Company; or (ii) use any of the
Company’s Confidential Information (as defined in Section 5 above) and Trade Secrets (as defined in Section 8 below) to solicit any (A) supplier, vendor, contractor or Customer of the
Company to terminate his, her or its relationship or business with the Company, or make any change adverse to the Company in such relationship or business with the Company, or (B) Potential Customer to convince or prevent such Potential
Customer from either entering into a relationship or conducting business with the Company.
For purpose of this Agreement:

“ Competitor ” shall mean any business engaged as a business rival to the Company in the design, fabrication, manufacture,
assembly or sale of: (1) products or services similar to or competitive with the Company’s products or services during the term of Executive’s employment with the Company; or (2) products or services similar to or competitive
with those products or services planned or proposed to be introduced by the Company and known to the Executive at the time of the Executive’s termination of employment with the Company;

7. REMOVAL OF DOCUMENTS . No documents, files records, film, tapes or other media, correspondence, notes, customer lists,
brochures, catalogues or other papers (including copies) containing Confidential Information shall be removed from the Company’s premises, except as Executive’s duties to or for the Company may require, and in such case Executive will
immediately return such to the Company. Executive will not copy or duplicate any of the foregoing materials for Executive’s own use or for any purpose whatsoever unless required for the Company’s business or benefit or otherwise
specifically requested to do so by the Company. Executive shall also return all Company property including Company electronic files at the end of Executive’s employment with Company or upon the Company’s earlier request. The provisions
of this Section shall survive the termination of this Agreement for any reason, to the extent allowed by law.
8. TRADE
SECRETS .
(a) Executive understands that during the course of Executive’s employment, Executive has acquired and will
continue to acquire and have access to Trade Secrets (as defined below) and other Confidential Information (as defined above) of the Company, its affiliates, suppliers, contractors and customers and potential customers, whether or not reduced to
writing, patented, copyrighted or trademarked, all of which is confidential in nature and of great value to

the Company. Executive will not divulge any Trade Secrets or Confidential Information to any other person, firm or other entity, or use, rely on, or permit the use of any of Trade Secrets or
other Confidential Information other than pursuant to this Agreement on behalf of the Company. “ Trade Secrets ” is to be broadly defined and includes (a) all information that has or could have commercial value or other utility
in the business in which the Company or its customers are engaged or in which they contemplate engaging, and (b) all information that, if disclosed without authorization, could be detrimental to the interest of the Company or its Customers,
whether or not such information is identified as Trade Secrets by the Company or its Customers. By example and without limitation, Trade Secrets includes all information on the Company’s operating techniques, processes, formulas, trade
secrets, inventions, discoveries, improvements, research or development test results, specifications, data, know-how, formats, marketing plans, business plans, strategies, forecasts, unpublished financial
information, budgets, projections and customer and supplier identities, characteristics and agreements. The provisions of this Section shall survive termination of this Agreement for any reason. Executive shall have no obligation under this
Agreement to maintain in confidence any information not considered Confidential Information. Trade Secrets expressly does not include information that is not legally protectable under federal or state law or applicable regulations. Nothing stated in
this Agreement is intended to limit or restrict rights under applicable law such as engaging in protected activity under the National Labor Relations Act, including discussing wages, hours, or working conditions.

(b) 18 U.S.C. § 1833(b) provides: “An individual shall not be held criminally or civilly liable under any Federal or State
trade secret law for the disclosure of a trade secret that—(i) is made—(A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of
reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.” Nothing in this Agreement is intended to conflict with
18 U.S.C. § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C. § 1833(b). Accordingly, the parties to this Agreement have the right to disclose in confidence trade secrets to federal, state
and local government officials, or to an attorney, for the sole purpose of reporting or investigating a suspected violation of law. The parties also have the right to disclose trade secrets in a document filed in a lawsuit or other proceeding, but
only if the filing is made under seal and protected from public disclosure.
9. TERMINATION . The Employment Term may be
terminated by either the Company or the Executive at any time and for any reason or for no reason, subject to any notice requirements set forth herein. Upon termination of the Employment Term, the Executive is entitled to the compensation and
benefits described in Section 10 and has no further rights to any compensation or any other benefits from the Company or any of its affiliates. The Employment Term may terminate:

(a) DEATH . Automatically upon the Executive’s death.

(b) DISABILITY . Upon ten days’ prior written notice by the Company to the Executive of termination due to Disability. For
purposes of this Agreement, “ Disability ” means the Executive’s inability, due to physical or mental incapacity, to perform the essential functions of the Executive’s job, with or without reasonable accommodation, for
180 days out of any 365-day period or for 120 consecutive days.

(ii) willful failure to perform the Executive’s material duties that continues after the Company’s written
request of such performance or willful failure to follow the lawful directives of the CEO (other than as a result of death or Disability);

(iii) failure to reasonably cooperate in any audit or investigation involving the Company or its subsidiaries that
continues after the Company’s written request of such cooperation;
(iv) conviction of, or pleading guilty or
nolo contendere to, any crime involving moral turpitude or any felony;
(v) embezzlement, fraud, theft, malfeasance,
dishonesty or misappropriation of the Company’s property; or
(vi) material breach of this Agreement or any
other written agreement with the Company, or material violation of the Company’s code of conduct or other written policy as in effect from time to time.

(d) WITHOUT CAUSE . Upon thirty days’ prior written notice by the Company to the Executive of an involuntary termination
without Cause (other than for death or Disability).
(e) GOOD REASON . Upon written notice by the Executive to the Company of
a termination for Good Reason. “ Good Reason ” means the occurrence of any of the following events during the Employment Term without the written consent of the Executive, unless such events are corrected in all material respects by
the Company within thirty days following Executive’s written notification to the Company of the occurrence of any such event(s):

(i) material reduction in Base Salary or Target Bonus other than a general reduction in Base Salary
affecting all similarly situated executives;

(ii) material diminution in the Executive’s title, duties,
authorities or responsibilities ( provided that the foregoing shall not include actions taken on a temporary basis while the Executive is physically or mentally incapacitated);

(iii) a material breach by the Company of a material term of this Agreement or any other agreement with the Executive; or

(iv) relocation of the Executive’s primary work location by more than fifty miles from Executive’s
then current location.
The Executive will provide the Company with a written notice detailing the specific circumstances alleged to constitute Good
Reason within thirty days after the first occurrence of such circumstances and actually terminate employment within thirty days following the expiration of the Company’s thirty-day cure period described
above if the applicable condition has not been cured. Otherwise, any claim of such circumstances as Good Reason will be deemed irrevocably waived by the Executive.

(a) DEATH . In the event of a termination on account of the Executive’s death, the Executive or the Executive’s
estate, as the case may be, is entitled to the following:
(i) any accrued but unpaid Base Salary through the date of
termination, payable on the pay date immediately following the date of the Executive’s termination in accordance with the Company’s regular payroll practices;

(ii) reimbursement for unreimbursed business expenses properly incurred by the Executive, payable in accordance with the
Company’s expense reimbursement policy;

(iii) any accrued but unused paid time off in accordance with Company
policy, payable on the pay date immediately following the date of the Executive’s termination in accordance with the Company’s regular payroll practices or on such earlier date as may be required by law;

(iv) all other payments, benefits or fringe benefits to which the Executive is entitled under the terms of any applicable
compensation arrangement or benefit, equity or fringe benefit plan or program or grant, provided that in no event will the Executive be entitled to any severance or termination payments except as specifically provided in this Agreement
(collectively, payments in Section 10(a)(i) through 10(a)(iv) hereof, the “ Accrued Benefits ”);

(v) any earned but unpaid Annual Bonus with respect to the calendar year ending on or preceding the date of termination,
payable on the otherwise applicable payment date (the “ Prior Year Bonus ”); and
(vi) a
payment equal to the product of (A) the Annual Bonus, if any, that the Executive otherwise would have earned for the calendar year that includes the date of termination had no such termination occurred, based on actual achievement of the
applicable performance goals for such year and (B) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of
days in such year (the “ Pro Rata Bonus ”), payable on the date the Annual Bonus for the year of termination would otherwise have been paid.

(b) DISABILITY . In the event of a termination on account of the Executive’s Disability, the Company will pay the Executive
the Accrued Benefits, the Prior Year Bonus and the Pro Rata Bonus.
(c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON OR AS
A RESULT OF EXECUTIVE NONRENEWAL . In the event of a termination (x) by the Company for Cause, (y) by the Executive without Good Reason, or (z) as a result of the Executive’s
non-extension of the Employment Term as provided in Section 3 hereof, the Company will pay the Executive the Accrued Benefits.

(d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON OR AS A RESULT OF COMPANY NONRENEWAL . In the event of a termination (x) by
the Company other than for Cause, (y) by the Executive for Good Reason, or (z) as a result of the Company’s non-extension of the Employment Term as provided in
Section 3 hereof, the Company will pay or provide to the Executive the Accrued Benefits and subject to Executive’s compliance with the obligations in Sections 5, 6, 8 and
Section 11 :
(i) substantially equal installment payments payable in accordance with
the Company’s regular payroll practices, but no less frequently than monthly, which are in the aggregate equal to 1.0 times the sum of the Base Salary and Target Bonus for the year that includes the date of termination; provided that to
the extent that the payment of any amount constitutes “nonqualified deferred compensation” for

purposes of Section 409A, any such payment scheduled to occur during the first sixty days following the termination will not be paid until the first regularly scheduled pay period
following the sixtieth day following such termination and will include payment of any amount that was otherwise scheduled to be paid prior thereto;

(ii) the Prior Year Bonus;

(iii) the Pro Rata Bonus, payable on the date the Annual Bonus for the year of termination would otherwise have been
paid, but in any event no later than March 15 of the calendar year following the end of the calendar year that includes the date of termination; and

(iv) subject to the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (“ COBRA ”), reimbursement to the Executive for the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents for a period of twelve months,
provided that the Company may modify the continuation coverage to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of Section 105(h)
of the Internal Revenue Code of 1986, as amended; the Patient Protection and Affordable Care Act of 2010, as amended; and/or the Health Care and Education Reconciliation Act of 2010, as amended, and in each case, the regulations and guidance
promulgated thereunder (to the extent applicable); and provided , further , that in the event that the Executive obtains other employment that offers group health benefits, such COBRA premium reimbursements will immediately cease.

(e) RESIGNATION FROM ALL OTHER POSITIONS . Upon any termination of the Employment Term, the Executive will promptly resign, and
will be deemed to have automatically resigned, from all positions that the Executive holds as a member of the Board, officer, director or fiduciary of the Company or any of its affiliates. The Executive will take all actions reasonably requested by
the Company to give effect to this provision.
(f) EXCLUSIVE REMEDY . The amounts payable to the Executive following
termination pursuant to Section 10 hereof will be in full and complete satisfaction of the Executive’s rights under this Agreement and any other claims that the Executive may have in respect of employment with the
Company or any of its affiliates, and the Executive acknowledges that such amounts are fair and reasonable, and are the Executive’s sole and exclusive remedy, in lieu of all other remedies at law or in equity, with respect to the termination
of the Employment Term or any breach of this Agreement by the Company.

(g) NO DUTY TO MITIGATE . The Executive shall not be required to mitigate the
amount of any payment or benefit provided pursuant to this Agreement by seeking other employment or otherwise, and the amount of any payment or benefit provided for pursuant to this Agreement shall not be reduced by any compensation earned as a
result of Executive’s other employment or otherwise.
11. RELEASE; CLAWBACK . Any and all amounts payable and benefits
provided beyond the Accrued Benefits pursuant to Section 10(d) (the “ Severance Benefits ”) will only be payable if, within sixty days following termination, the Executive executes and delivers to the
Company and does not revoke a general release of claims in favor of the Company in a form reasonably satisfactory to the Company. The first such payment of the Severance Benefits will include all amounts that otherwise would have been due prior
thereto under the terms of this Agreement had such payments commenced immediately upon the effective date of the Executive’s termination of employment. Any delay in the payment of the Severance Benefits will not extend the period of time that
the Severance Benefits are payable pursuant to Section 10(d) . During such time that the Executive is receiving the Severance Benefits, if (A) the Company discovers grounds constituting Cause existed before the
Executive’s termination or (B) the Executive breaches any of the covenants set forth in Sections 5, 6 or 8 , the Executive’s right to receive the Severance Benefits will immediately cease and be forfeited, and the pre-tax value of any Severance Benefits previously paid to the Executive will be immediately repaid by the Executive.

12. ARBITRATION AND EQUITABLE RELIEF .

(a) Any dispute or claim arising out of, in relation to, or in connection with this Agreement, or the interpretation, making,
performance, breach or termination thereof, or Executive’s hiring or termination or non-renewal of any term of such employment, shall be settled by binding arbitration in [Delaware], under the Commercial
Arbitration Rules of the JAMS by one or more arbitrators appointed in accordance with said rules. Such arbitration is in lieu of any court or any trial to which Executive or the Company would be entitled to and covers all common law and statutory
claims, lawsuits, disputes, and/or controversies that Executive may have against the Company or that the Company may have against Executive arising from, relating to or having any relationship or connection whatsoever with, Executive’s
employment by, separation from, or other association with the Company. This arbitration agreement will include all possible claims noted above, excluding claims for workers’ compensation or unemployment compensation benefits. Nothing herein
shall prevent Executive or the Company from filing a claim or charge with any federal, state or local government agency or otherwise require arbitration of a claim or charge which, by law, cannot be the subject of a compulsory arbitration agreement.
The arbitration procedure specified in this Agreement shall be applicable only to judicially cognizable claims, and not to any dispute or claim that in the absence of this Agreement would not be judicially cognizable. The Company and Executive agree
to waive their rights to a civil trial by a judge or a jury or other judicial resolution. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. To the fullest extent permitted by law, Executive
waives any right or ability to participate in any court proceeding, including any class, collective, or multi-party action, against the Company or any of its affiliates. Executive also agrees to bring any arbitrations only on an individual basis
(and not as a co-claimant with any other individual(s) against the Company or any of its affiliates), or on a putative class or collective basis.

(b) This Agreement and arbitration agreement shall be governed by the laws of the
State of [Delaware]. Executive understands that the arbitrator shall apply [Delaware] law to the merits of any dispute or claim, with reference to rules of conflict of law. The Company shall pay all arbitrator fees and arbitration forum expenses for
the arbitration process. Each party shall pay its own litigation costs (e.g., copying, depositions, witnesses and expert fees) and attorneys’ fees to the same extent it would in a court of law, unless the arbitrator, applying the same rules as
a court in such situations and in accordance with applicable law, rules otherwise. The arbitration shall be conducted on a strictly confidential basis.

(c) Notwithstanding the foregoing, before appointment of the arbitrator and in exceptional circumstances even thereafter, the parties
may apply to any court of competent jurisdiction in [Delaware] for a Temporary Restraining Order, Preliminary Injunction, or other interim or conservatory relief, in aid of arbitration, as necessary, without breach of this arbitration agreement and
without any abridgment of the powers of the arbitrator. Because Executive agrees that it would be impossible or inadequate to measure and calculate the Company’s damages for any breach of covenants set forth in Sections 5 through 8 of
this Agreement, and such breach would result in irreparable and continuing damage to the Company, Executive agrees that the Company has, in addition to any other right or remedy available, the rights to equitable remedies described above. Executive
further agrees that no bond or other security shall be required in obtaining any such equitable relief.
13. SEVERABILITY .
The provisions of this Agreement shall be severable. The unenforceability or invalidity of any one or more provisions, clauses or sentences hereof shall not render any other provision, clause or sentence herein contained unenforceable or invalid.
The portion of the Agreement which is not invalid or unenforceable shall be considered enforceable and binding on the parties and the invalid or unenforceable provisions(s), clause(s), or sentence(s) shall be deemed excised, modified or restricted
to the extent necessary to render the same valid and enforceable, and this Agreement shall be construed as if such invalid or unenforceable provision(s), clause(s) or sentence(s) were omitted. The provisions of this Section shall survive the
termination of this Agreement for any reason.
14. SECTION 280G .

(a) If the Executive is a “disqualified individual” (as defined in under Section 280G (collectively with the
regulations promulgated thereunder, “ Section 280G ”) of the Internal Revenue Code of 1986, as amended (the “ Code ”), and if the amount payable to the Executive hereunder, as well as any other
“parachute payment” as such term is defined under Section 280G, payable to the Executive (the “ Covered Payments ”), exceeds the limitations of Section 280G such that an excise tax will be imposed under
Section 4999 of the Code (the “ Excise Tax ”), then the Company will use commercially reasonable best efforts to obtain shareholder approval in accordance with the terms of Section 280G(b)(5)(B) of the Code, if
available.
(b) If the shareholder approval exception under Section 280G is not available, or if after using commercially
reasonable best efforts, the Company is otherwise unable to avoid the imposition of the Excise Tax as to the Covered Payments, then, before making the Covered Payments, a calculation will be made, at the Company’s sole cost, comparing
(i) the Net Benefit (as defined below) to the Executive of the Covered Payments to (ii) the Net Benefit to the

Executive if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under
(ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. ” Net Benefit ” will mean the present value of the
Covered Payments net of all federal, state, local, foreign income, employment and the Excise Tax. Any such reduction will be made by the Company in its sole discretion consistent with the requirements of Section 409A of the Code. If two
economically equivalent amounts are subject to reduction but are payable at different times, the amounts will be reduced (but not below zero) on a pro rata basis.

15. SECTION 409A . The intent of the parties is that payments and benefits under this Agreement comply with Section 409A of
the Code and the regulations and guidance promulgated thereunder (“ Section 409A ”), to the extent subject thereto, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted and
administered to be in compliance therewith. Each amount to be paid or benefit to be provided under this Agreement shall be construed as a separate and distinct payment for purposes of Section 409A. Without limiting the foregoing and
notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation and/or tax penalties under Section 409A:

(a) Executive shall not be considered to have terminated employment with the Company for purposes of any payments under this Agreement
which are subject to Section 409A until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A;

(b) if Executive is a “specified employee,” as defined in Section 409A(a)(2)(B)(i) of the Code, as determined in good
faith by Company, then, amounts which are subject to Section 409A, that would otherwise be payable and benefits that would otherwise be provided pursuant to this Agreement or any other arrangement between Executive and the Company during the
six (6) month period immediately following Executive’s separation from service shall instead be paid on the first business day after the date that is six (6) months following Executive’s separation from service (or, if earlier,
Executive’s date of death);
(c) amounts reimbursable to Executive under this Agreement shall be paid to Executive on or
before the last day of the year following the year in which the expense was incurred and the amount of expenses eligible for reimbursement (and in-kind benefits provided to Executive) during one year may not
affect amounts reimbursable or provided in any subsequent year; and
(d) if any severance amount payable under a plan or agreement
that Executive may have a right or entitlement to as of the date of this Agreement constitutes deferred compensation under Section 409A, then the portion of the benefits payable hereunder equal to such other amount shall instead be provided in
the form set forth in such other plan or agreement.
The Company makes no representation that any or all of the payments described in this Agreement will
be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to any such payment. Executive understands and agrees that Executive shall be solely responsible for the payment of any taxes,
penalties, interest or other expenses incurred by Executive on account of non-compliance with Section 409A.

16. MISCELLANEOUS .

(a) From time to time, the Company may wish to use Executive’s name, voice, signature, photograph or likeness in its public
relations or promotional activities. Executive consents to the use of such materials by the Company for such promotional purposes, including but not limited to use in advertisements, brochures, videotapes and films. In addition, Executive releases
the Company from any financial obligation to Executive for such uses other than from damages to the Executive resulting from the misuse of Executive’s name, voice, signature, photograph or likeness.

(c) The waiver of any breach of the terms of this Agreement shall not constitute the waiver of any other or further breach hereunder,
whether or not of a like nature or kind. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party against whom charged.

(d) This Agreement (as modified by Exhibit A ), including any and all exhibits attached hereto, constitutes the entire agreement
between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, if any, between the parties relating to the subject matter hereof. Executive acknowledges and agrees that Executive shall continue to
remain bound by any and all obligations and restrictive covenants, including all cooperation, confidentiality, intellectual property, nonsolicitation, and nondisparagement obligations that Executive owes to the Company or its affiliates. No
amendment or modification of the terms of the Agreement shall be binding upon either party unless reduced to writing and signed by Executive and a duly appointed officer of the Company.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have signed this Agreement as of the date first above
written.

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“COMPANY” |
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“EXECUTIVE” |

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[_____] |
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[_____] |

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By: [_____] |
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Title: [_____] |
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[Signature Page to Employment Agreement]

EXHIBIT A

Certain Modifications to the Restrictive Covenants

Alabama
For purposes of
Section 6(b)(i) , the restriction shall be limited to the solicitation of any employee of the Company that is in a position uniquely essential to the management, organization or service of the business of the Company.

Virginia
The restrictions set forth in
Section 5 shall apply during the Employment Term, for a period of five years thereafter, and to the extent the information qualifies as a trade secret under applicable law, at all times thereafter.

[Exhibit A to Employment Agreement]

### EX-10.12 - EX-10.12
EX-10.12
9
d25758dex1012.htm
EX-10.12

EX-10.12

Exhibit 10.12

APPLIED AEROSPACE & DEFENSE, INC.

2026 OMNIBUS INCENTIVE PLAN

FORM OF
RESTRICTED
STOCK UNIT GRANT NOTICE
Pursuant to the terms and conditions of the Applied Aerospace & Defense, Inc. 2026 Omnibus Incentive
Plan, as amended from time to time (the “ Plan ”), Applied Aerospace & Defense, Inc., a Delaware corporation (the “ Company ”), hereby grants to the individual listed below
(“ you ” or the “ Participant ”) the number of Restricted Stock Units (the “ RSUs ”) set forth below. This award of RSUs (this “ Award ”) is subject
to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “ Agreement ”), the restrictive covenants attached hereto as Exhibit B (the
“ Restrictive Covenants ”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

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Type of Award:
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Restricted Stock Units |

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Participant:
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[] |

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Date of Grant:
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[] |

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Total Number of RSUs:
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[] |

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Vesting Schedule:
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Subject to Sections 2 and 5 of the Agreement, the Plan and the other terms and conditions set forth herein, the RSUs shall annually vest in three equal installments on each of the first three anniversaries of the Date of
Grant (each such date, a “ Vesting Date ”), so long as you continuously provide services to the Company or an Affiliate from the Date of Grant through such Vesting Date. |

By signing below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this
Restricted Stock Unit Grant Notice (this “ Grant Notice ”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and fully understand all provisions of the Agreement, the Plan
and this Grant Notice, and have had ample time and opportunity to obtain the advice of counsel prior to executing this Grant Notice. You hereby agree to accept as binding, conclusive and final all decisions or interpretations of the Committee
regarding any questions or determinations arising under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document format (.pdf) and facsimile counterparts), each of which
shall be deemed to be an original, but all of which together shall constitute one and the same agreement.
[Signature Page Follows]

IN WITNESS WHEREOF , the Company has caused this Grant Notice to be executed by an
officer thereunto duly authorized, and the Participant has executed this Grant Notice, effective for all purposes as provided above.

APPLIED AEROSPACE & DEFENSE, INC. |

Name:
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Title: |

PARTICIPANT |

Name: []
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S IGNATURE P AGE TO

R ESTRICTED S TOCK U NIT G RANT N OTICE

EXHIBIT A

RESTRICTED STOCK UNIT AGREEMENT

This Restricted Stock Unit Agreement (together with the Grant Notice to which this Agreement is attached and Exhibit B ,
this “ Agreement ”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Applied Aerospace & Defense, Inc., a Delaware corporation (the
“ Company ”), and [] (the “ Participant ”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.

1. Award . In consideration of the Participant’s past and/or continued employment with, or service to, the
Company or an Affiliate and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, effective as of the Date of Grant set forth in the Grant Notice (the “ Date of Grant ”), the
Company hereby grants to the Participant the number of RSUs set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement and the Plan, which is incorporated herein by reference as a part of this Agreement.
In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. To the extent vested, each RSU represents the right to receive one Share, subject to the terms and conditions set forth in the Grant Notice,
this Agreement and the Plan. Unless and until the RSUs have become vested in the manner set forth in Section 2 , the Participant will have no right to receive any Shares or other payments in respect of the RSUs. Prior to
settlement of this Award, the RSUs and this Award represent an unsecured obligation of the Company, payable only from the general assets of the Company.

2. Vesting of RSUs .

(a) Except as otherwise set forth in Sections 2 and 5 , the RSUs shall vest in accordance with the vesting schedule set
forth in the Grant Notice. Upon the Participant’s Termination of Service prior to the vesting of all of the RSUs (but after giving effect to any accelerated vesting pursuant to Section 2(b) ), any unvested RSUs
(and all rights arising from such RSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.

(b) Notwithstanding anything in the Grant Notice, this Agreement or the Plan to the contrary, subject to Section 10 ,
upon a Change in Control, (i) if the RSUs are not assumed by the surviving entity in connection with such Change in Control, all RSUs shall immediately become vested as of the date of such Change in Control and (ii) if the RSUs are assumed
by the surviving entity in connection with such Change in Control, upon the Participant’s Termination of Service by the Company or an Affiliate without Cause during the 12-month period commencing on the
date on which such Change in Control is consummated, all RSUs shall immediately become vested as of the date of such Termination of Service; provided , that such Termination of Service constitutes a “separation of service” within
the meaning of Section 409A of the Code.

A-1

(c) Except as otherwise set forth herein, upon the Participant’s Termination of
Service prior to the vesting of all of the RSUs, any unvested RSUs (and all rights arising from such RSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further
notice and at no cost to the Company.
3. Dividend Equivalent Rights . In the event that the Company declares and pays
a regular cash dividend in respect of its outstanding Shares (which, for clarity, does not include any extraordinary cash dividend), and, on the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have
not been settled, the Company shall record in a bookkeeping account an amount equal to the cash dividends the Participant would have received if the Participant was the holder of record, as of such record date, of a number of Shares equal to the
number of RSUs held by the Participant that have not been settled as of such record date (the “ Dividend Equivalent Rights ”). The Dividend Equivalent Rights will be subject to the same terms and conditions, including with
respect to vesting, forfeiture and transferability, as the underlying RSUs. All amounts, if any, payable in respect of the Dividend Equivalent Rights will be paid to the Participant in cash (or, at the discretion of the Company, in Shares) on or
following, but no later than 30 days after, the date the underlying RSU vests. For purposes of clarity, if any of the RSUs are forfeited by the Participant pursuant to the terms of this Agreement, then the Participant shall also forfeit the Dividend
Equivalent Rights, if any, accrued with respect to such forfeited RSUs. No interest will accrue on the Dividend Equivalent Rights between the declaration and payment of the applicable dividends and the settlement of the Dividend Equivalent Rights.

4. Settlement of RSUs . As soon as administratively practicable following the vesting of RSUs pursuant to
Section 2 , but in no event later than 30 days after such vesting date, the Company shall deliver to the Participant a number of Shares equal to the number of RSUs subject to this Award. All Shares issued hereunder shall be
delivered either by delivering one or more certificates for such Shares to the Participant or by entering such Shares in book-entry form, as determined by the Committee in its sole discretion. The value of Shares shall not bear any interest owing to
the passage of time. Neither this Section 4 nor any action taken pursuant to or in accordance with this Agreement shall be construed to create a trust or a funded or secured obligation of any kind.

5. Restrictive Covenants .

(a) The Participant acknowledges and agrees that the grant of the RSUs further aligns the Participant’s interests with the
Company’s long-term business interests, and as a condition to the Company’s willingness to enter into this Agreement, the Participant agrees to abide by the terms set forth in Exhibit B , which Exhibit B is deemed to be part
of this Agreement as if fully set forth herein. The Participant acknowledges and agrees that the Restrictive Covenants are reasonable and enforceable in all respects. By accepting this Award, the Participant agrees to be bound, and promises to
abide, by the terms set forth in Exhibit B and expressly acknowledges and affirms that this Award would not be granted to the Participant if the Participant had not agreed to be bound by such provisions.

A-2

(b) Notwithstanding any provision in this Agreement or the Plan to the contrary, in the
event the Committee determines that the Participant has failed to abide by any of the terms set forth in Exhibit B or the provisions of any other confidentiality, non-disclosure, non-competition, non-solicitation, non-disparagement or other restrictive covenants in any other agreement by and between the Company
or any Affiliate and the Participant, then, in addition to and without limiting the remedies set forth in Exhibit B :
(i) all RSUs
that have not been settled as of the date of such determination (and all rights arising from such RSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further
notice and at no cost to the Company; and
(ii) the Participant shall, within 30 days following the Participant’s receipt of a
written notice from the Company, pay to the Company a cash amount equal to the Fair Market Value of any Shares previously received by the Participant pursuant to the settlement of the RSUs as of the date of receipt of such Shares.

6. Tax Matters . To the extent that the receipt, vesting or settlement of this Award results in income (including
compensation income) or wages (including via Dividend Equivalent Rights) to the Participant for federal, state, local and/or foreign tax purposes, the Company shall have the authority to deduct or withhold, or require the Participant to remit to the
Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including the employee portion of any Federal Insurance Contributions Act obligation) required by Applicable Law to be withheld with respect to any
taxable event arising in connection with this Award. In furtherance of the forgoing, the Participant may make arrangements satisfactory to the Company regarding the payment of any income tax, social insurance contribution or other applicable taxes
that are required to be withheld in respect of this Award, which arrangements include (if and to the extent permitted by the Company) the delivery of cash or cash equivalents, Shares (including previously owned Shares (which are not subject to any
pledge or other security interest), net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to this Award), other property, or any other legal consideration
the Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of previously owned Shares, the maximum number of Shares that may be so withheld (or surrendered) shall be the number of Shares that have
an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll
taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. Any fraction of a Share required to satisfy such tax obligations shall be disregarded and the
amount due shall be paid instead in cash to the Participant. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying Shares and that the
Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers,
directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

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7.
Non-Transferability . During the lifetime of the Participant, the RSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and
distribution, unless and until the Shares underlying the RSUs have been issued, and all restrictions applicable to such Shares have lapsed. Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of
the Participant or the Participant’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or
by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such
disposition is permitted by the preceding sentence.
8. Compliance with Applicable Law . Notwithstanding any provision
of this Agreement to the contrary, the issuance of Shares hereunder will be subject to compliance with all applicable requirements of Applicable Law. No Shares will be issued hereunder if such issuance would constitute a violation of any Applicable
Law. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such issuance with respect to the Shares to be issued or (b) in the opinion of legal counsel to
the Company, the Shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any Shares hereunder will relieve the Company of any liability in respect of the failure to issue such Shares as to
which such requisite authority has not been obtained. As a condition to any issuance of Shares hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any
Applicable Law and to make any representation or warranty with respect to such compliance as may be requested by the Company.
9.
Rights as a Stockholder . The Participant shall have no rights as a stockholder of the Company with respect to any Shares that may become deliverable hereunder unless and until the Participant has become the holder of record of such
Shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan or this Agreement.

10. Execution of Receipts and Releases . Any issuance or transfer of Shares or other property to the Participant or the
Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such Person hereunder. As a condition precedent to such payment or issuance, the Company may
require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate;
provided , that any review period under such release will not modify the date of settlement with respect to vested RSUs.

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11. No Right to Continued Employment, Service or Awards . Nothing in the
adoption of the Plan, nor the award of the RSUs thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to continued employment by, or a continued service relationship with, the Company or any
Affiliate, or any other entity, or affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such employment or other service relationship at any time. Unless otherwise provided in a written employment
agreement or by Applicable Law, the Participant’s employment by the Company, or any such Affiliate, or any other entity shall be on an at-will basis, and the employment relationship may be terminated at
any time by either the Participant or the Company, or any such Affiliate, or other entity for any or no reason whatsoever, with or without Cause or notice. Any question as to whether and when there has been a termination of such employment, and the
cause of such termination, shall be determined by the Committee or its delegate, and such determination shall be final, conclusive and binding for all purposes. The grant of the RSUs is a one-time benefit that
was made at the sole discretion of the Company and does not create any contractual or other right to receive a grant of Awards or benefits in the future in lieu of Awards in the future, including any adjustment to wages, overtime, benefits or other
compensation. Any future Awards will be granted at the sole discretion of the Company.
12. Legal and Equitable
Remedies . The Participant acknowledges that a violation or attempted breach of any of the Participant’s covenants and agreements in this Agreement will cause such damage as will be irreparable, the exact amount of which would be
difficult to ascertain and for which there will be no adequate remedy at law, and accordingly, the parties hereto agree that the Company and its Affiliates shall be entitled as a matter of right to an injunction issued by any court of competent
jurisdiction, restraining the Participant or the affiliates, partners or agents of the Participant from such breach or attempted violation of such covenants and agreements, as well as to recover from the Participant any and all costs and expenses
sustained or incurred by the Company or any Affiliate in obtaining such an injunction, including reasonable attorneys’ fees. The parties to this Agreement agree that no bond or other security shall be required in connection with such
injunction. Any exercise by either of the parties to this Agreement of its rights pursuant to this Section 12 shall be cumulative and in addition to any other remedies to which such party may be entitled.

13. Notices . All notices and other communications under this Agreement shall be in writing and shall be delivered to the
parties at the following addresses (or at such other address for a party as shall be specified by like notice):
If to the Company, unless
otherwise designated by the Company in a written notice to the Participant (or other holder):
Applied Aerospace & Defense, Inc.

Attn: [__]
355 Quality
Circle NW
Huntsville, AL 35806

If to the Participant, at the Participant’s last known address on file with the Company.

Any notice that is delivered personally or by overnight courier or telecopier in the manner provided herein shall be deemed to have been duly given to the
Participant when it is mailed by the Company or, if such notice is not mailed to the Participant, upon receipt by the Participant. Any notice that is addressed and mailed in the manner herein provided shall be conclusively presumed to have been
given to the party to whom it is addressed at the close of business, local time of the recipient, on the fourth day after the day it is so placed in the mail.

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14. Consent to Electronic Delivery; Electronic Signature . In lieu of
receiving documents in paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus
supplements, grant or award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be
via a Company electronic mail system or by reference to a location on a Company intranet to which the Participant has access, or to the Participant’s account with the Company’s equity plan administrator. The Participant hereby consents
to any and all procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that the Participant’s
electronic signature is the same as, and shall have the same force and effect as, the Participant’s manual signature.
15.
Agreement to Furnish Information . The Participant agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any
Applicable Law.
16. Entire Agreement; Amendment . This Agreement constitutes the entire agreement of the parties with
regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RSUs granted hereby; provided ¸ however , that (a) the terms of
this Agreement shall not modify and shall be subject to the terms and conditions of any employment, consulting and/or severance agreement between the Company (or an Affiliate or other entity) and the Participant in effect as of the date a
determination is to be made under this Agreement; and (b) the terms of Exhibit B are in addition to and complement (and do not replace or supersede) all other agreements and obligations between the Company or any Affiliate and the
Participant with respect to confidentiality, non-disclosure, non-competition, non-solicitation,
non-disparagement and other restrictive covenants. Without limiting the scope of the preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto
relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan;
provided , however , that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of the Participant shall be effective only if it is in writing and signed by both the Participant
and an authorized officer of the Company.
17. Severability and Waiver . If a court of competent jurisdiction
determines that any provision of this Agreement is invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions
shall remain in full force and effect. Waiver by any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason
of such breach or to exercise any such right shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.

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18. Company Recoupment of Awards . The Participant’s rights with
respect to this Award shall in all events be subject to (a) any right that the Company may have under any Company recoupment, clawback or similar policy or other agreement or arrangement with the Participant, and (b) any right or
obligation that the Company may have regarding the clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S.
Securities and Exchange Commission or any other Applicable Law. The Participant’s acceptance of this Award will constitute the Participant’s acknowledgment of and consent to the Company’s application, implementation and enforcement
of any Company recoupment, clawback or similar policy that may apply to the Participant and this Award, whether adopted before or after the Effective Date or Date of Grant (whether though clawback, cancellation, recoupment, rescission, payback,
reduction or other similar action in accordance therewith) and any Applicable Law relating to clawback, cancellation, recoupment, rescission, payback or reduction of compensation or other similar action, and the Participant’s agreement that
the Company may take any actions that may be necessary to effectuate any such policy or Applicable Law, without further consideration or action.

19. Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN, EXCLUSIVE OF THE CONFLICT OF LAWS PROVISIONS OF DELAWARE LAW.
20.
Successors and Assigns . The Company may assign any of its rights under this Agreement without the Participant’s consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company.
Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors, administrators and the Person(s) to whom the RSUs may be transferred
by will or the laws of descent or distribution.
21. Headings; References; Interpretation . Headings are for
convenience only and are not deemed to be part of this Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole,
including Exhibit B attached hereto, and not to any particular provision of this Agreement. All references herein to Sections and Exhibit B shall, unless the context requires a different construction, be deemed to be references to the
Sections and Exhibit B of this Agreement. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” All references to “including” shall be construed as meaning
“including without limitation.” Unless the context requires otherwise, all references herein to a law, agreement, instrument or other document shall be deemed to refer to such law, agreement, instrument or other document as amended,
supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. All references to “dollars” or “$” in this Agreement refer to United States dollars. Whenever the context may require,
the singular form of nouns and pronouns shall include the plural and vice versa. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or
otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the
parties hereto.

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22. Counterparts . The Grant Notice may be executed in one or more
counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or portable document format (.pdf) attachment to electronic mail
or via electronic acceptance in accordance with Section 14 shall be effective as delivery of a manually executed counterpart of the Grant Notice.

23. Section 409A . The Plan, this Agreement and the RSUs are intended to comply with or be exempt from the applicable
requirements of Section 409A of the Code and shall be limited, construed, and interpreted in accordance with such intent. Notwithstanding any contrary provision in the Plan or this Agreement, any payment(s) of “nonqualified deferred
compensation” (within the meaning of Section 409A of the Code) that are otherwise required to be made under the Plan or this Agreement to a “specified employee” (as defined under Section 409A of the Code) as a result of
such employee’s separation from service (other than a payment that is not subject to Section 409A of the Code) shall be delayed for the first six (6) months following such separation from service (or, if earlier, until the date of
death of the specified employee) and shall instead be paid (in a manner set forth in this Agreement) upon expiration of such delay period. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the RSUs provided
under this Agreement are exempt from or compliant with Section 409A of the Code and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the
Participant on account of non-compliance with Section 409A of the Code.
[Remainder of Page
Intentionally Blank]

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EXHIBIT B

RESTRICTIVE COVENANTS

1. Confidentiality . In the course of Participant’s employment or service with the Company, Participant will be
provided with, and will have access to, Confidential Information (as defined below). In consideration of Participant’s receipt and access to such Confidential Information, Participant shall comply with this Section 1 .

(a) Both during Participant’s employment or service with any member of the Company Group (as defined below) and thereafter, except
as expressly permitted by this Exhibit B , Participant shall not directly or indirectly disclose, publish, communicate, or make available any Confidential Information, or allow it to be disclosed, published, communicated, or made available, to
any person or entity and shall not access or use any Confidential Information except for the benefit of the Company Group. Participant acknowledges and agrees that Participant would inevitably use and disclose Confidential Information in violation
of this Section 1 if Participant were to violate any of the covenants set forth in Section 2 of this Exhibit B . Participant shall follow all Company Group policies and protocols regarding
the security of all documents and other materials containing Confidential Information (regardless of the medium on which Confidential Information is stored). Except to the extent required for the performance of Participant’s duties on behalf
of the Company Group, Participant shall not remove from facilities of any member of the Company Group any information, property, equipment, drawings, notes, reports, manuals, invention records, computer software, customer information, or other data
or materials that relate in any way to the Confidential Information, whether paper or electronic and whether produced by Participant or obtained by the Company Group. The covenants of this Section 1(a) shall apply to all
Confidential Information, whether now known or later to become known to Participant during the period that Participant is employed by or affiliated with the Company or any other member of the Company Group. For purposes of this Exhibit B ,
“ Company Group ” shall mean, collectively, the Company and its direct and indirect subsidiaries as may exist from time to time.

(b) Notwithstanding any provision of Section 1(a) of this Exhibit B to the contrary, Participant may make the
following disclosures and uses of Confidential Information:
(i) disclosures to other employees, officers or directors of a member of the
Company Group who have a need to know the information in connection with the businesses of the Company Group;
(ii) disclosures to
customers and suppliers when, in the reasonable and good faith belief of Participant, such disclosure is in connection with Participant’s performance of Participant’s duties under any applicable employment agreement and is in the best
interests of the Company Group;
(iii) disclosures and uses that are approved in writing by the Board; or

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(iv) disclosures to a person or entity that has (x) been retained by a member of the
Company Group to provide services to one or more members of the Company Group and (y) agreed in writing to abide by the terms of a confidentiality agreement.

(c) Upon the Participant’s Termination of Service, and at any other time upon request of the Company, Participant shall promptly and
permanently surrender and deliver to the Company all documents (including electronically stored information) and all copies thereof and all other materials of any nature containing or pertaining to all Confidential Information and any other Company
Group property (including any Company Group-issued computer, mobile device or other equipment) in Participant’s possession, custody or control and Participant shall not retain any such documents or other materials or property of the Company
Group. Within ten (10) days of any such request, Participant shall certify to the Company in writing that all such documents, materials and property have been returned to the Company. In the event that the Participant later discovers any
Company Group property, the Participant shall promptly return such property to the Company. The Participant shall cooperate with Company representatives and allow such representatives to oversee the process of erasing and/or permanently removing any
such Confidential Information or other property of the Company Group from any computer, personal digital assistant, phone, or other electronic device, or any cloud-based storage account or other electronic medium owned or controlled by the
Participant.
(d) “ Confidential Information ” means all confidential, competitively valuable, non-public or proprietary information that is conceived, made, developed or acquired by or disclosed to Participant (whether conveyed orally, in writing or in any other form or medium), individually or in
conjunction with others, during the period that Participant is employed by or otherwise affiliated with the Company or any other member of the Company Group (whether during business hours or otherwise and whether on the Company’s premises or
otherwise) including: (i) technical information of any member of the Company Group, its affiliates, its investors, customers, vendors, suppliers or other third parties, including computer programs, software, databases, data, ideas, know-how, formulae, compositions, processes, discoveries, machines, inventions (whether patentable or not), designs, developmental or experimental work, techniques, improvements, work in process, research or test
results, original works of authorship, training programs and procedures, diagrams, charts, business and product development plans, and similar items; (ii) information relating to any member of the Company Group’s businesses or properties,
products or services (including all such information relating to corporate opportunities, operations, future plans, methods of doing business, business plans, strategies for developing business and market share, research, financial and sales data,
pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or acquisition targets or their requirements, the identity of key contacts within customers’ organizations or within the organization of
acquisition prospects, or marketing and merchandising techniques, prospective names and marks) or pursuant to which any member of the Company Group owes a confidentiality obligation; and (iii) other valuable, confidential information and trade
secrets of any member of the Company Group, its affiliates, its customers or other third parties. Moreover, all documents, videotapes, written presentations, brochures, drawings, memoranda, notes, records, files, correspondence, manuals, models,
specifications, computer programs, e-mail, voice mail, electronic databases, maps, drawings, architectural renditions, models and all other writings or materials of any type including or embodying any of such
information, ideas, concepts, improvements, discoveries, inventions and other similar forms

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of expression are and shall be the sole and exclusive property of the Company or the other applicable member of the Company Group and be subject to the same restrictions on disclosure applicable
to all Confidential Information pursuant to this Exhibit B . For purposes of this Exhibit B , Confidential Information shall not include any information that (A) is generally available to and known by the public other than as a
result of a disclosure or wrongful act of Participant or any of Participant’s agents; (B) was available to Participant on a non-confidential basis before its disclosure by a member of the Company
Group; (C) becomes available to Participant on a non-confidential basis from a source other than a member of the Company Group who, to the Participant’s knowledge, rightfully possesses the
information and did not obtain it, either directly or indirectly, from a member of the Company Group; provided , however , that such source is not bound by a confidentiality agreement with, or other obligation with respect to
confidentiality to, a member of the Company Group; or (D) is required to be disclosed by Applicable Law.
(e) Notwithstanding the
foregoing, nothing in this Exhibit B shall prohibit or restrict Participant from lawfully: (i) initiating communications directly with, cooperating with, providing information to, causing information to be provided to, or otherwise
assisting in an investigation by, any governmental or regulatory agency, entity, or official(s) (collectively, “ Governmental Authorities ”) regarding a possible violation of any law; (ii) responding to any inquiry or
legal process directed to Participant from any Governmental Authority; (iii) testifying, participating or otherwise assisting in any action or proceeding by any Governmental Authority relating to a possible violation of law; or (iv) making
any other disclosures that are protected under the whistleblower provisions of any applicable law. Additionally, pursuant to the federal Defend Trade Secrets Act of 2016, the Participant shall not be held criminally or civilly liable under any
federal or state trade secret law for the disclosure of a trade secret that: (A) is made (1) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney and (2) solely for the
purpose of reporting or investigating a suspected violation of law; (B) is made to the Participant’s attorney in relation to a lawsuit for retaliation against the individual for reporting a suspected violation of law; or (C) is made
in a complaint or other document filed in a lawsuit or proceeding, if such filing is made under seal. Nothing in this Exhibit B requires Participant to obtain prior authorization before engaging in any conduct described in this paragraph, or
to notify the Company that Participant has engaged in any such conduct. Nothing herein prevents the Participant from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct
that the Participant has reason to believe is unlawful.
2. Non-Competition; Non-Solicitation .
(a) The Company shall provide Participant access to Confidential Information
for use only during the Participant’s employment or service with any member of the Company Group, and Participant acknowledges and agrees that the Company Group will be entrusting Participant, in Participant’s unique and special
capacity, with developing the goodwill of the Company Group, and in consideration of the Company providing Participant with access to Confidential Information, clients and customers and as an express incentive for the Company to grant Participant an
Award under the Plan and Award Agreement, Participant has voluntarily agreed to the covenants set forth in this Section 2 . Participant agrees and acknowledges that, due to the nature of the Business of the Company Group,
including geographical and temporal

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restrictions on certain competitive activities, are reasonable in all respects, do not interfere with public interests, will not cause Employee undue hardship, and are material and substantial
parts of this Exhibit B intended and necessary to prevent unfair competition and to protect the Company’s Confidential Information, customer and employee relationships, goodwill and legitimate business interests.

(b) During the Prohibited Period (as defined below), Participant shall not, and shall cause Participant’s affiliates not to, without the
prior written approval of the Board, directly or indirectly, for Participant or on behalf of or in conjunction with any other person or entity of any nature:

(i) engage in or participate in (or prepare to engage in or participate in) the Business within the Market Area (each as defined below), which
prohibition shall prevent Participant from directly or indirectly: (A) owning, investing in, controlling, managing, operating, participating in, lending Participant’s name to, contributing to, providing assistance to or being an officer
or director of, any person or entity engaged in or planning to engage in the Business in the Market Area ( provided , however , that Participant shall be permitted to own a passive interest of any class of securities of any corporation in
competition with the Company Group that is traded on a national securities exchange (as long as Participant is not involved in the business activities of such entity)), or (B) joining, becoming an employee or consultant of, or otherwise
rendering services for or being affiliated with or engaged by (whether or not for compensation), any person or entity engaged in, or planning to engage in, the Business in the Market Area in any capacity (with respect to this clause (B)) in which
Participant’s customer or client relationships, duties or responsibilities are the same as or similar to the customer or client relationships, duties or responsibilities that Participant had on behalf of any member of the Company Group;

(ii) appropriate or interfere with or attempt to appropriate or interfere with any Business Opportunity (as defined below) of, or relating to,
any member of the Company Group located in the Market Area;
(iii) solicit, canvass, approach, encourage, entice or induce any customer,
vendor or supplier of any member of the Company Group with whom Participant had contact (including oversight responsibility) or learned Confidential Information about during Participant’s employment or service with any member of the Company
Group to cease or lessen such customer’s, vendor’s or supplier’s business with any member of the Company Group or otherwise adversely affect such relationship, or attempt to do any of the foregoing; or

(iv) solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group which the
Participant had contact during the Participant’s employment or service with any member of the Company Group or who otherwise worked in the same department as the Participant, to terminate his, her or its employment or engagement with any
member of the Company Group, hire or retain any such employee or contractor or otherwise adversely affect such relationship.

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Notwithstanding the foregoing, nothing herein shall prohibit Participant from being employed
or engaged by any person or entity where such work (i) would not involve any level of strategic, advisory, technical, creative, or sales, or other activity similar to that which Participant provided to any Company Group or (ii) is in
connection with an independent business line of such person or entity that is wholly unrelated to the Business and the Confidential Information (subject to protocols to prevent Participant from disclosing Confidential Information).

(c) Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants
set forth in Section 1 of this Exhibit B and in this Section 2 , and because of the immediate, irreparable and continuing damage that would be caused to the members of the Company Group for
which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach of this Exhibit B . The Participant
further agrees that the Company and each member of the Company Group would, by reason of such breach, or threatened breach, be entitled (a) to an injunction, a decree for specific performance, other equitable relief in a court of appropriate
jurisdiction, (b) to be indemnified by Participant from any loss or harm; and (c) to recover any costs or attorneys’ fees, arising out of or in connection with any breach by Participant or enforcement action relating to
Participant’s obligations under this Exhibit B and all other relief as may be proper (including money damages if appropriate), to the extent permitted by law, without the need to post any bond. Participant further consents and
stipulates to the entry of such injunctive relief in such a court prohibiting Participant from breaching the terms of this Exhibit B . The aforementioned equitable relief shall not be the Company’s or any other member of the Company
Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. Participant further agrees that Participant will not
challenge the reasonableness or enforceability of any of the covenants set forth in this Section 2 , and that Participant will reimburse the Company Group for all costs (including reasonable attorneys’ fees) incurred
in connection with any action to enforce any of the provisions of this Section 2 if Participant challenges the reasonableness or enforceability of any of the provisions of this Section 2 .
Notwithstanding anything to the contrary contained in this Exhibit B , in the event of a breach of any covenant by Participant, the duration of any restriction breached shall be extended for a period equal to any period of time that
Participant was in violation of such covenant to the extent permitted by Applicable Law.
(d) The covenants in this
Section 2 , and each provision and portion hereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion
thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be
enforced to the fullest extent which such arbitrator or court deems reasonable, and this Exhibit B shall thereby be reformed.
(e)
The following terms shall have the following meanings:
(i) “ Business ” shall mean the business and operations
that are the same or similar to those performed by the Company and any other member of the Company Group for which Participant provides services or about which Participant obtains Confidential Information during the Participant’s employment or
service with any member of the Company

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Group, which business and operations include, but are not limited to the design, engineering, and vertically integrated manufacturing solutions for leading and next-generation space and defense
technology, including three core markets: Space and Launch Systems, Defense Aviation and Airborne Systems and C5ISR and Precision Strike Systems.

(ii) “ Business Opportunity ” shall mean any actual or potential commercial, investment or other business opportunity
of any member of the Company Group or relating to the Business about which Participant learned Confidential Information during Participant’s employment or service with any member of the Company Group.

(iii) “ Market Area ” shall mean any country, state, municipality, locale, or jurisdiction in which any member of the
Company Group is engaged in providing services and in which the Participant had material responsibilities or made actual contact (whether in person, virtual, or by email, text, or phone) between Participant and a customer or prospective customer
with whom Participant dealt on behalf of any member of the Company Group or whose dealings with the Company or any member of the Company Group was coordinated or supervised by Participant, or who received any product or service from the Company or
any member of the Company Group that resulted in payment of compensation to Participant, or about whom Participant obtained Confidential Information as a result of Employee’s employment with or service to the Company or any member of the
Company Group.
(iv) “ Prohibited Period ” shall mean the period during which Participant is employed by, or
providing services to, any member of the Company Group and continuing for a period of following the date that Participant is no longer employed by, or providing services to, any member of the Company Group.

(f) Participant undertakes and agrees that following the date that Participant is no longer employed by, or providing services to, any member
of the Company Group and prior to entering into any relationship with any other party to serve as an officer, director, employee, consultant, partner, advisor, joint-venturer or in any other capacity with any other person or entity, Participant
shall disclose to such other party the terms of the restrictive covenants set forth herein and hereby consents to the Company making any related disclosures.

3. Ownership of Intellectual Property .

(a) Participant agrees that the Company shall own, and Participant shall (and hereby does) assign, all right, title and interest relating to
any and all inventions (whether or not patentable), discoveries, developments, improvements, innovations, works of authorship, mask works, designs, know-how, ideas, formulae, processes, techniques, data and
information authored, created, contributed to, made, conceived, developed, fabricated, reduced to practice, modified or improved, in whole or in part, by Participant during the period in which Participant is or has been employed by or affiliated
with the Company or any other member of the Company Group, whether or not registerable under U.S. law or the laws of other jurisdictions, that either (a) relate in any way to the Business or actual or demonstrably anticipated research or
development of the Company or any member of the Company Group, or (b) were developed on any amount of the Company’s or any other member of the Company Group’s time or with the use of any member of the Company Group’s
equipment, supplies, facilities or Confidential

B-6

Information, regardless of when or where the work is prepared, to the fullest extent allowed by Applicable Law (all of the foregoing collectively referred to herein as “ Company
Intellectual Property ”), and Participant shall promptly disclose all Company Intellectual Property to the Company in writing. To support Participant’s disclosure obligation herein, Participant shall keep and maintain adequate and
current written records of all Company Intellectual Property made by Participant (solely or jointly with others) during the period in which Participant is or has been employed by or affiliated with the Company or any other member of the Company
Group in such form as may be specified from time to time by the Company. These records shall be available to, and remain the sole property of, the Company at all times. For the elimination of doubt, the foregoing ownership and assignment provisions
apply without limitation to patent rights, copyrights, trade secret rights, mask work rights, trademark rights, and all other intellectual and industrial property rights of any sort throughout the world.

(b) All of Participant’s works of authorship and associated copyrights created during the period in which Participant is employed by or
affiliated with the Company or any other member of the Company Group and in the scope of Participant’s employment or engagement shall be deemed to be “works made for hire” within the meaning of the Copyright Act. To the extent any
right, title and interest in and to Company Intellectual Property cannot be assigned by Participant to the Company, Participant shall grant, and does hereby grant, to the Company Group an exclusive, perpetual, royalty-free, transferable,
irrevocable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, use, sell, offer for sale, import, export, reproduce, practice and otherwise commercialize such rights, title and interest.

(c) Participant recognizes that this Exhibit B will not be deemed to require assignment of any invention or intellectual property that
Participant developed entirely on Participant’s own time without using the equipment, supplies, facilities, trade secrets, or Confidential Information of any member of the Company Group. In addition, this Exhibit B does not apply to any
invention that qualifies fully for protection from assignment to the Company under any specifically applicable state law or regulation.

(d) To the extent allowed by law, this Section 3 applies to all rights that may be known as or referred to as
“moral rights,” “artist’s rights,” “droit moral,” or the like, including without limitation those rights set forth in 17 U.S.C. §106A (collectively, “ Moral Rights ”). To the
extent Participant retains any Moral Rights under Applicable Law, Participant hereby ratifies and consents to any action that may be taken with respect to such Moral Rights by or authorized by the Company or any member of the Company Group, and
Participant hereby waives and agrees not to assert any Moral Rights with respect to such Moral Rights. Participant shall confirm any such ratifications, consents, waivers, and agreements from time to time as requested by the Company.

(e) Participant shall perform, during and after the period in which Participant is or has been employed by or affiliated with the Company or
any other member of the Company Group, all acts deemed necessary or desirable by the Company to permit and assist each member of the Company Group, at the Company’s expense, in obtaining and enforcing the full benefits, enjoyment, rights and
title throughout the world in the Company Intellectual Property and Confidential Information assigned, to be assigned, or licensed to the Company under this Exhibit

B-7

B . Such acts may include execution of documents and assistance or cooperation (i) in the filing, prosecution, registration, and memorialization of assignment of any applicable
patents, copyrights, mask work, or other applications, (ii) in the enforcement of any applicable patents, copyrights, mask work, moral rights, trade secrets, or other proprietary rights, and (iii) in other legal proceedings related to the
Company Intellectual Property or Confidential Information.
(f) In the event that the Company (or, as applicable, a member of the Company
Group) is unable for any reason to secure Participant’s signature to any document required to file, prosecute, register, or memorialize the assignment of any patent, copyright, mask work or other applications or to enforce any patent,
copyright, mask work, moral right, trade secret or other proprietary right under any Confidential Information or Company Intellectual Property, Participant hereby irrevocably designates and appoints the Company and each of the Company’s duly
authorized officers and agents as Participant’s agents and attorneys-in-fact to act for and on Participant’s behalf and instead of Participant, (i) to
execute, file, prosecute, register and memorialize the assignment of any such application, (ii) to execute and file any documentation required for such enforcement, and (iii) to do all other lawfully permitted acts to further the filing,
prosecution, registration, memorialization of assignment, issuance, and enforcement of patents, copyrights, mask works, moral rights, trade secrets or other rights under the Confidential Information or Company Intellectual Property, all with the
same legal force and effect as if executed by Participant. For the avoidance of doubt, the provisions of this Section 3(f) apply fully to all derivative works, improvements, renewals, extensions, continuations, divisionals,
continuations in part, continuing patent applications, reissues, and reexaminations of all Company Intellectual Property.
(g) In the
event that Participant enters into, on behalf of any member of the Company Group, any contracts or agreements relating to any Confidential Information or Company Intellectual Property, Participant shall assign such contracts or agreements to the
Company (or the applicable member of the Company Group) promptly, and in any event, prior to Participant’s Termination of Service. If the Company (or the applicable member of the Company Group) is unable for any reason to secure
Participant’s signature to any document required to assign said contracts or agreements, or if Participant does not assign said contracts or agreements to the Company (or the applicable member of the Company Group) prior to Participant’s
Termination of Service, Participant hereby irrevocably designates and appoints the Company (or the applicable member of the Company Group) and each of the Company’s duly authorized officers and agents as Participant’s agents and attorneys-in-fact to act for and on Participant’s behalf and instead of Participant to execute said assignments and to do all other lawfully permitted acts to further
the execution of said documents.
4. Non-Disparagement . Subject to
Section 1(e) above, Participant agrees that Participant will not, and will cause Participant’s affiliates to not, make, publish, or communicate any statement, comment or remark, whether written or oral, which in any
way disparages or defames or could reasonably be expected to impugn the personal or professional character, reputation or integrity of the Company or any member of the Company Group or their current or former directors, officers, members, managers,
partners, executives or direct or indirect owners (including equityholders), and their customers, clients, suppliers, investors and other associated third parties, or their businesses, business practices, prospects, products or services;
provided, however , that nothing in this Exhibit B shall prevent Participant from engaging in concerted

B-8

activity relative to the terms and conditions of Participant’s employment and in communications protected under the National Labor Relations Act, to the extent applicable, including the
ability to file unfair labor practice charges with the National Labor Relations Board or assist others in doing so, and otherwise cooperate with any investigative process by the National Labor Relations Board.

B-9

### EX-10.13 - EX-10.13
EX-10.13
10
d25758dex1013.htm
EX-10.13

EX-10.13

Exhibit 10.13

APPLIED AEROSPACE & DEFENSE, INC.

2026 OMNIBUS INCENTIVE PLAN

FORM OF
NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT GRANT NOTICE
Pursuant to the terms and conditions of
the Applied Aerospace & Defense, Inc. 2026 Omnibus Incentive Plan, as amended from time to time (the “ Plan ”), Applied Aerospace & Defense, Inc., a Delaware corporation
(the “ Company ”), hereby grants to the individual listed below (“ you ” or the “ Participant ”) the number of Restricted Stock Units (the “ RSUs ”)
set forth below. This award of RSUs (this “ Award ”) is subject to the terms and conditions set forth herein and in the Restricted Stock Unit Agreement attached hereto as Exhibit A
(the “ Agreement ”) and the Plan, each of which is incorporated herein by reference. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.

|
|

Type of Award: |
|
Restricted Stock Units |

|
|

Participant: |
|
[] |

|
|

Date of Grant: |
|
[] |

|
|

Total Number of RSUs: |
|
[] |

|
|

Vesting Schedule: |
|
Subject to Section 2 of the Agreement, the Plan and the other terms and conditions set forth herein, 100% of the RSUs shall vest on the earlier of (i) the first anniversary of the Date of Grant and (ii) the day immediately
prior to the date of the next annual meeting of the stockholders of the Company following the Date of Grant (the earlier of such dates, the “ Vesting Date ”), so long as you continuously provide services to the Company as a member
of the Board from the Date of Grant through the Vesting Date. |

By signing below, you agree to be bound by the terms and conditions of the Plan, the Agreement and this Non-Employee Director Restricted Stock Unit Grant Notice (this “ Grant Notice ”). You acknowledge that you have reviewed the Agreement, the Plan and this Grant Notice in their entirety and
fully understand all provisions of the Agreement, the Plan and this Grant Notice, and have had ample time and opportunity to obtain the advice of counsel prior to executing this Grant Notice. You hereby agree to accept as binding, conclusive and
final all decisions or interpretations of the Committee regarding any questions or determinations arising under the Agreement, the Plan or this Grant Notice. This Grant Notice may be executed in one or more counterparts (including portable document
format (.pdf) and facsimile counterparts), each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.

[Signature Page Follows]

APPLIED AEROSPACE & DEFENSE, INC. |

Name: |

Title: |

PARTICIPANT |

Name: [] |

S IGNATURE P AGE TO

N ON -E MPLOYEE D IRECTOR R ESTRICTED
S TOCK U NIT G RANT N OTICE

EXHIBIT A

NON-EMPLOYEE DIRECTOR RESTRICTED STOCK UNIT AGREEMENT

This Non-Employee Director Restricted Stock Unit Agreement (together with the Grant Notice to which
this Agreement is attached, this “ Agreement ”) is made as of the Date of Grant set forth in the Grant Notice to which this Agreement is attached by and between Applied Aerospace & Defense, Inc., a Delaware
corporation (the “ Company ”), and [] (the “ Participant ”). Capitalized terms used but not specifically defined herein shall have the meanings specified in the Plan or the Grant Notice.

1. Award . Effective as of the Date of Grant set forth in the Grant Notice (the “ Date of
Grant ”), the Company hereby grants to the Participant the number of RSUs set forth in the Grant Notice on the terms and conditions set forth in the Grant Notice, this Agreement and the Plan, which is incorporated herein by reference as
a part of this Agreement. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control. To the extent vested, each RSU represents the right to receive one Share, subject to the terms and conditions set
forth in the Grant Notice, this Agreement and the Plan. Unless and until the RSUs have become vested in the manner set forth in Section 2 , the Participant will have no right to receive any Shares or other payments in
respect of the RSUs. Prior to settlement of this Award, the RSUs and this Award represent an unsecured obligation of the Company, payable only from the general assets of the Company.

2. Vesting of RSUs .

(a) Except as otherwise set forth in this Section 2 , the RSUs shall vest in accordance with the vesting schedule set
forth in the Grant Notice. Upon the Participant’s Termination of Service prior to the vesting of all of the RSUs (but after giving effect to any accelerated vesting pursuant to Section 2(b) ), any unvested RSUs
(and all rights arising from such RSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Company.

(b) Notwithstanding anything in the Grant Notice, this Agreement or the Plan to the contrary, the RSUs shall immediately become fully vested
upon a Change in Control, so long as the Participant continuously provides services to the Company as a member of the Board from the Date of Grant through such event.

3. Dividend Equivalent Rights . In the event that the Company declares and pays a regular cash dividend in respect of its
outstanding Shares (which, for clarity, does not include any extraordinary cash dividend), and, on the record date for such dividend, the Participant holds RSUs granted pursuant to this Agreement that have not been settled, the Company shall record
in a bookkeeping account an amount equal to the cash dividends the Participant would have received if the Participant was the holder of record, as of such record date, of a number of Shares equal to the number of RSUs held by the Participant that
have not been settled as of such record date (the “ Dividend Equivalent Rights ”). The Dividend Equivalent Rights will be subject to the same terms and conditions, including with respect to vesting, forfeiture and
transferability, as the underlying RSUs. All amounts, if any, payable in respect of the Dividend Equivalent Rights will

A-1

be paid to the Participant in cash (or, at the discretion of the Company, in Shares) on or following, but no later than 30 days after, the date the underlying RSU vests. For purposes of clarity,
if any of the RSUs are forfeited by the Participant pursuant to the terms of this Agreement, then the Participant shall also forfeit the Dividend Equivalent Rights, if any, accrued with respect to such forfeited RSUs. No interest will accrue on the
Dividend Equivalent Rights between the declaration and payment of the applicable dividends and the settlement of the Dividend Equivalent Rights.

5. Tax Matters . To the extent that the receipt, vesting or settlement of this Award results in income (including
compensation income) or wages (including via Dividend Equivalent Rights) to the Participant for federal, state, local and/or foreign tax purposes, the Company shall have the authority to deduct or withhold, or require the Participant to remit to the
Company, an amount sufficient to satisfy all applicable federal, state, local and foreign taxes (including the employee portion of any Federal Insurance Contributions Act obligation) required by Applicable Law to be withheld with respect to any
taxable event arising in connection with this Award. In furtherance of the forgoing, the Participant may make arrangements satisfactory to the Company regarding the payment of any income tax, social insurance contribution or other applicable taxes
that are required to be withheld in respect of this Award, which arrangements include (if and to the extent permitted by the Company) the delivery of cash or cash equivalents, Shares (including previously owned Shares (which are not subject to any
pledge or other security interest), net settlement, a broker-assisted sale, or other cashless withholding or reduction of the amount of shares otherwise issuable or delivered pursuant to this Award), other property, or any other legal consideration
the Committee deems appropriate. If such tax obligations are satisfied through net settlement or the surrender of previously owned Shares, the maximum number of Shares that may be so withheld (or surrendered) shall be the number of Shares that have
an aggregate Fair Market Value on the date of withholding or surrender equal to the aggregate amount of such tax liabilities determined based on the greatest withholding rates for federal, state, local and/or foreign tax purposes, including payroll
taxes, that may be utilized without creating adverse accounting treatment for the Company with respect to this Award, as determined by the Committee. Any fraction of a Share required to satisfy such tax obligations shall be disregarded and the
amount due shall be paid instead in cash to the Participant. The Participant acknowledges that there may be adverse tax consequences upon the receipt, vesting or settlement of this Award or disposition of the underlying Shares and that the
Participant has been advised, and hereby is advised, to consult a tax advisor. The Participant represents that the Participant is in no manner relying on the Board, the Committee, the Company or an Affiliate or any of their respective managers,
directors, officers, employees or authorized representatives (including attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences.

A-2

6.
Non-Transferability . During the lifetime of the Participant, the RSUs may not be sold, pledged, assigned or transferred in any manner other than by will or the laws of descent and
distribution, unless and until the Shares underlying the RSUs have been issued, and all restrictions applicable to such Shares have lapsed. Neither the RSUs nor any interest or right therein shall be liable for the debts, contracts or engagements of
the Participant or the Participant’s successors in interest or shall be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means, whether such disposition be voluntary or involuntary or
by operation of law by judgment, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy), and any attempted disposition thereof shall be null and void and of no effect, except to the extent that such
disposition is permitted by the preceding sentence.
7. Compliance with Applicable Law . Notwithstanding any provision
of this Agreement to the contrary, the issuance of Shares hereunder will be subject to compliance with all applicable requirements of Applicable Law. No Shares will be issued hereunder if such issuance would constitute a violation of any Applicable
Law. In addition, Shares will not be issued hereunder unless (a) a registration statement under the Securities Act is in effect at the time of such issuance with respect to the Shares to be issued or (b) in the opinion of legal counsel to
the Company, the Shares to be issued are permitted to be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. The inability of the Company to obtain from any regulatory body having
jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary for the lawful issuance and sale of any Shares hereunder will relieve the Company of any liability in respect of the failure to issue such Shares as to
which such requisite authority has not been obtained. As a condition to any issuance of Shares hereunder, the Company may require the Participant to satisfy any requirements that may be necessary or appropriate to evidence compliance with any
Applicable Law and to make any representation or warranty with respect to such compliance as may be requested by the Company.
8.
Rights as a Stockholder . The Participant shall have no rights as a stockholder of the Company with respect to any Shares that may become deliverable hereunder unless and until the Participant has become the holder of record of such
Shares, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such Shares, except as otherwise specifically provided for in the Plan or this Agreement.

9. Execution of Receipts and Releases . Any issuance or transfer of Shares or other property to the Participant or the
Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such Person hereunder. As a condition precedent to such payment or issuance, the Company may
require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate;
provided that any review period under such release will not modify the date of settlement with respect to vested RSUs.
10.
No Right to Continued Service or Awards . Nothing in the adoption of the Plan, nor the award of the RSUs thereunder pursuant to the Grant Notice and this Agreement, shall confer upon the Participant the right to a continued service
relationship with, the Company or any Affiliate, or any other entity, or affect in any way the right of the Company or any such Affiliate, or any other entity to terminate such other service relationship at any time. The grant of the RSUs is a one-time benefit that was made at the sole discretion of the Company and does not create any contractual or other right to receive a grant of Awards or benefits in the future in lieu of Awards in the future. Any
future Awards will be granted at the sole discretion of the Company.

A-3

11. Notices . All notices and other communications under this Agreement
shall be in writing and shall be delivered to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Company, unless otherwise designated by the Company in a written notice to the Participant (or other holder):

Applied Aerospace & Defense, Inc.

Attn: [__]
355 Quality Circle
NW
Huntsville, AL 35806

If to the Participant, at the Participant’s last known address on file with the Company.

12. Consent to Electronic Delivery; Electronic Signature . In lieu of receiving documents in
paper format, the Participant agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that the Company may be required to deliver (including, but not limited to, prospectuses, prospectus supplements, grant or
award notifications and agreements, account statements, annual and quarterly reports and all other forms of communications) in connection with this and any other Award made or offered by the Company. Electronic delivery may be via a Company
electronic mail system or by reference to a location on a Company intranet to which the Participant has access, or to the Participant’s account with the Company’s equity plan administrator. The Participant hereby consents to any and all
procedures the Company has established or may establish for an electronic signature system for delivery and acceptance of any such documents that the Company may be required to deliver, and agrees that the Participant’s electronic signature is
the same as, and shall have the same force and effect as, the Participant’s manual signature.
13. Agreement to Furnish
Information . The Participant agrees to furnish to the Company all information requested by the Company to enable it to comply with any reporting or other requirement imposed upon the Company by or under any Applicable Law.

A-4

14. Entire Agreement; Amendment . This Agreement constitutes the entire
agreement of the parties with regard to the subject matter hereof, and contains all the covenants, promises, representations, warranties and agreements between the parties with respect to the RSUs granted hereby. Without limiting the scope of the
preceding sentence, except as provided therein, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its
sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided , however , that except as otherwise provided in the Plan or this Agreement, any such amendment that materially
reduces the rights of the Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company.

15. Severability and Waiver . If a court of competent jurisdiction determines that any provision of this Agreement is
invalid or unenforceable, then the invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement, and all other provisions shall remain in full force and effect. Waiver by
any party of any breach of this Agreement or failure to exercise any right hereunder shall not be deemed to be a waiver of any other breach or right. The failure of any party to take action by reason of such breach or to exercise any such right
shall not deprive the party of the right to take action at any time while or after such breach or condition giving rise to such rights continues.

16. Company Recoupment of Awards . The Participant’s rights with respect to this Award shall in all events be
subject to (a) any right that the Company may have under any Company recoupment, clawback or similar policy or other agreement or arrangement with the Participant, and (b) any right or obligation that the Company may have regarding the
clawback of “incentive-based compensation” under Section 10D of the Exchange Act and any applicable rules and regulations promulgated thereunder from time to time by the U.S. Securities and Exchange Commission or any other
Applicable Law. The Participant’s acceptance of this Award will constitute the Participant’s acknowledgment of and consent to the Company’s application, implementation and enforcement of any Company recoupment, clawback or similar
policy that may apply to the Participant and this Award, whether adopted before or after the Effective Date or Date of Grant (whether though clawback, cancellation, recoupment, rescission, payback, reduction or other similar action in accordance
therewith) and any Applicable Law relating to clawback, cancellation, recoupment, rescission, payback or reduction of compensation or other similar action, and the Participant’s agreement that the Company may take any actions that may be
necessary to effectuate any such policy or Applicable Law, without further consideration or action.
17. Governing
Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED THEREIN, EXCLUSIVE OF THE CONFLICT OF LAWS PROVISIONS OF DELAWARE LAW.

18. Successors and Assigns . The Company may assign any of its rights under this Agreement without the Participant’s
consent. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein and in the Plan, this Agreement will be binding upon the Participant and the
Participant’s beneficiaries, executors, administrators and the Person(s) to whom the RSUs may be transferred by will or the laws of descent or distribution.

19. Headings; References; Interpretation . Headings are for convenience only and are not deemed to be part of this
Agreement. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole

A-5

and not to any particular provision of this Agreement. All references herein to Sections shall, unless the context requires a different construction, be deemed to be references to the Sections of
this Agreement. The word “or” as used herein is not exclusive and is deemed to have the meaning “and/or.” All references to “including” shall be construed as meaning “including without limitation.”
Unless the context requires otherwise, all references herein to a law, agreement, instrument or other document shall be deemed to refer to such law, agreement, instrument or other document as amended, supplemented, modified and restated from time to
time to the extent permitted by the provisions thereof. All references to “dollars” or “$” in this Agreement refer to United States dollars. Whenever the context may require, the singular form of nouns and pronouns shall
include the plural and vice versa. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been
reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

20. Counterparts . The Grant Notice may be executed in one or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument. Delivery of an executed counterpart of the Grant Notice by facsimile or portable document format (.pdf) attachment to electronic mail or via electronic acceptance in accordance with
Section 12 shall be effective as delivery of a manually executed counterpart of the Grant Notice.
21. Section
409A . Notwithstanding anything in this Agreement, the Grant Notice or the Plan to the contrary, the RSUs granted pursuant to this Agreement are intended to be exempt from the applicable requirements of Section 409A of the Code and shall
be limited, construed and interpreted in accordance with such intent. Notwithstanding the foregoing, the Company and its Affiliates make no representations that the RSUs provided under this Agreement are exempt from or compliant with
Section 409A of the Code and in no event shall the Company or any Affiliate be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.
[Remainder of Page Intentionally Blank]

A-6

### EX-23.1 - EX-23.1
EX-23.1
11
d25758dex231.htm
EX-23.1

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 16, 2026, in the
Registration Statement (Form S-1) and related Prospectus of Applied Aerospace & Defense, Inc. dated May 26, 2026.

/s/ Ernst & Young LLP
Philadelphia, PA

May 26, 2026

### EX-23.2 - EX-23.2
EX-23.2
12
d25758dex232.htm
EX-23.2

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement on Form S-1 of Applied Aerospace and Defense, Inc. of our report
dated March 12, 2026, relating to the consolidated financial statements of Consolidated Boring, Inc. as of December 31, 2025 and for the year then ended, which appears in this Registration Statement.

We also consent to the reference to our firm under the caption “Experts” in this registration statement.

/s/ Barnes, Dennig & Co., Ltd.
Cincinnati, Ohio

May 26, 2026

### EX-FILING FEES - EX-FILING FEES
EX-FILING FEES

0002118195 2026-05-26 2026-05-26 0002118195 1 2026-05-26 2026-05-26 0002118195 2 2026-05-26 2026-05-26 iso4217:USD xbrli:pure xbrli:shares

Calculation of Filing Fee Tables
|

S-1
|

Applied Aerospace & Defense, Inc.
|

Table 1: Newly Registered and Carry Forward Securities |
☐Not Applicable |

Newly Registered Securities |

Fees to be Paid |
1 |
Equity |
Common Stock, par value $0.01 per share |
457(a) |
32,613,096 |
$ 21.00 |
$ 684,875,016.00 |
0.0001381 |
$ 94,581.24 |
|
|
|
|

Fees Previously Paid |
2 |
Equity |
Common Stock, par value $0.01 per share |
457(a) |
4,761,904 |
$ 21.00 |
$ 99,999,984.00 |
|
$ 13,810.00 |
|
|
|
|

Carry Forward Securities |

|
Total Offering Amounts:
|

|
$ 784,875,000.00
|

|
$ 108,391.24
|

|
Total Fees Previously Paid:
|

|
$ 13,810.00
|

|
Total Fee Offsets:
|

|
$ 0.00
|

|
Net Fee Due:
|

|
$ 94,581.24
|

Offering Note
|

1
|
1(a) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended (the "Securities Act"). 1(b) Includes the aggregate offering price of additional shares that the underwriters have the option to purchase. |

2
|
2(a). The Registrant previously paid a registration fee of $13,810.00 in connection with initial public filing of the Registration Statement on Form S-1 on May 8, 2026. The fee was estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. This Maximum Aggregate Offering Price was originally registered under Rule 457(o) under the Securities Act and is now converting to Rule 457(a) under the Securities Act. 2(b). See note 1(b). above. |

Table 2: Fee Offset Claims and Sources |
☑Not Applicable |

Rules 457(b) and 0-11(a)(2) |

Rule 457(p) |

Table 3: Combined Prospectuses |
☑Not Applicable |

|
|
|
|
|
|
|
|