SECURITIESFORM AND EXCHANGE COMMISSION8-K

SecuritiesItem registered5.02 pursuantDeparture toof Section 12(b)Directors or Certain Officers; Election of theDirectors; Act:Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

IndicateItem by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 2305.40507 ofSubmission this chapter) or Rule 12b-2 of theMatters Securitiesto Exchangea ActVote of 1934Security (§ 240Holders.12b-2 of this chapter).

OnItem May 14, 2025, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, Jefferies LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I thereto (the “Underwriters”), and the selling shareholders named in Schedule II thereto (the “Selling Shareholders”), relating to the underwritten offering of 9,000,000 shares (the “Offered Shares”) of the Company’s common stock, par value $0.01 perFinancial shareStatements (the “Common Stock”), pursuant to the Company’s registration statement on Form S-3 (File No. 333-286913), filed on May 1, 2025 (the “Registration Statement”), as supplemented by a preliminary prospectus supplement dated May 13, 2025 and a final prospectus supplement dated May 14, 2025Exhibits. The Selling Shareholders also granted the underwriters a 30-day option (the “Option”) to purchase up to 1,350,000 additional shares of Common Stock (the “Option Shares” and, together with the Offered Shares, the “Shares”). The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company and the Selling Stockholders have agreed to indemnify the Underwriters against certain liabilities and to contribute to payments the Underwriters may be required to make in the event of any such liabilities.

UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

~~WASHINGTON,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): June 03, 2025

~~Pursuant~~Loar toHoldings ~~Section 13 or 15(d)~~Inc.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of Report (Date of earliest event reported): May 13, 2025


Delaware	001-42030	82-2665180
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20 New King Street
White Plains, New York		10604
(Address of Principal Executive Offices)		(Zip Code)

~~Loar~~Registrant’s ~~Holdings~~Telephone ~~Inc.~~Number, Including Area Code: 914 909-1311

(~~Exact~~Former ~~name~~Name ofor ~~Registrant~~Former asAddress, ~~Specified~~if inChanged ~~Its~~Since ~~Charter~~Last Report)

Delaware		001-42030		82-2665180
(State or Other Jurisdictionof Incorporation)		(Commission File Number)		(IRS EmployerIdentification No.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

20 New King Street White Plains, New York		10604
(Address of Principal Executive Offices)		(Zip Code)

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~Registrant’s~~☐Soliciting ~~Telephone~~material ~~Number,~~pursuant ~~Including~~to ~~Area~~Rule ~~Code:~~14a-12 ~~914~~under ~~909~~the Exchange Act (17 CFR 240.14a-~~1311~~12)

~~Not~~☐Pre-commencement ~~applicable~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~(Former~~☐Pre-commencement ~~Name~~communications orpursuant ~~Former~~to ~~Address,~~Rule if13e-4(c) ~~Changed~~under ~~Since~~the ~~Last~~Exchange ~~Report~~Act (17 CFR 240.13e-4(c))

~~Check~~Securities ~~the~~registered ~~appropriate~~pursuant ~~box below if the Form 8-K filing is intended~~ to ~~simultaneously~~Section ~~satisfy~~12(b) ~~the filing obligation~~ of the ~~registrant under any of the following provisions~~Act:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	LOAR	New York Stock Exchange

☐Indicate ~~Soliciting~~by ~~material~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14a~~405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-122 ~~under~~of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~14a~~12b-122 of this chapter).

☐Emerging ~~Pre-commencement~~growth ~~communications~~company ~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~☒

☐If ~~Pre-commencement~~an ~~communications~~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 ~~Rule~~Section ~~13e-4~~13(ca) ~~under~~of the Exchange Act ~~(17 CFR 240~~.~~13e-4(c))~~ ☐

Title of each class		TradingSymbol(s)		Name of each exchangeon which registered
Common stock, par value $0.01 per share		LOAR		New York Stock Exchange

On June 3, 2025, Loar Holdings Inc. (the "Company") held its Annual Meeting of Shareholders (the "2025 Annual Meeting") at which the Company’ shareholders approved the Company’s Amended and Restated Loar Holdings Inc. 2024 Incentive Plan (the “Amended and Restated Plan”). The Amended and Restated Plan is described in Proposal Three in the Company’s Definitive Proxy Statement on Schedule 14A for the 2025 Annual Meeting, filed with the Securities and Exchange Commission on April 22, 2025 (“2025 Proxy Statement”). The description of the Amended and Restated Plan contained on pages 25 to 27 of the 2025 Proxy Statement is incorporated herein by reference. A copy of the Amended and Restated Plan is attached hereto as Exhibit 10.1 and is incorporated by reference herein.

~~Emerging~~On ~~growth~~June ~~company ☒~~3, 2025, the Company held the 2025 Annual Meeting. At the 2025 Annual Meeting, Dirkson Charles, Anthony M. Carpenito, Taiwo Danmola and Paul S. Levy were re-elected as directors of the Company. In addition, shareholders ratified the Company's appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Finally, shareholders approved the Amended and Restated Plan.

IfProposal an1 ~~emerging~~- ~~growth~~Election ~~company,~~of ~~indicate~~4 byDirector ~~check~~Nominees ~~mark if the registrant has elected not~~ to ~~use~~ the ~~extended~~Company's ~~transition~~Board ~~period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)~~ of ~~the Exchange Act. ☐~~Directors:

Item 1.01 Entry into a Material Definitive Agreement.


Nominee	For	Withheld	Broker Non-Votes
Dirkson Charles	63,318,075	1,664,988	1,384,567
Anthony M. Carpenito	60,317,862	4,665,201	1,384,567
Taiwo Danmola	63,879,244	1,103,819	1,384,567
Paul S. Levy	60,557,273	4,425,790	1,384,567

AsProposal ~~previously~~2 ~~disclosed,~~- onRatification ~~April 29,~~of ~~2024, Loar Holdings Inc. (~~the ~~“Company”~~Appointment orof ~~“our”)~~Ernst ~~entered~~& ~~into~~Young aas ~~registration rights agreement (~~the ~~“Registration~~Company's ~~Rights~~Independent ~~Agreement”)~~Registered ~~with~~Public ~~affiliates~~Accounting ofFirm ~~Abrams~~for ~~Capital~~the ~~Management,~~Fiscal ~~L.P.~~Year ~~(“Abrams~~Ending ~~Capital”);~~December ~~GPV Loar LLC and its affiliate Paul S. Levy~~31, our Director; affiliates of Blackstone Alternative Credit Advisors L.P.; Dirkson Charles, our President, Chief Executive Officer, Executive Co-Chairman and Director, and his affiliate; and Brett Milgrim, our Executive Co-Chairman and Director and his affiliate (together, the “Principal Investors”), and certain other parties thereto. 2025:

Pursuant to the Registration Rights Agreement, Mr. Charles and Mr. Milgrim are not permitted to sell or otherwise transfer shares of our common stock each of them held immediately following the closing of our initial public offering, which occurred on April 29, 2024, until and including September 30, 2027 (the “Additional Lock-up”), subject to limited waivers and exceptions, including (i) an exception for Mr. Charles to transfer up to $30 million of such shares held by him and (ii) an exception for Mr. Milgrim to transfer up to $30 million of such shares held by him.


For	Against	Abstain	Broker Non-Votes
66,292,658	66,239	8,733	0

OnProposal ~~May 13,~~3 ~~2025, the Company and the Principal Investors entered into the Waiver to the Registration Rights Agreement (the “Waiver”), which provided a limited waiver of the Additional Lock~~-~~up in~~ ~~order~~Approval ~~to enable Mr. Charles and Mr. Milgrim to sell up to a pro rata amount with the other Principal Investors in the offering~~ of ~~the~~Amended ~~Offered Shares~~ and ~~the~~Restated ~~Option~~Loar ~~Shares~~Holdings ~~(each~~Inc. as2024 ~~defined~~Equity ~~below),~~Incentive ~~calculated based on the percentage of shares owned by them prior to the offering.~~ Plan:

The lenders party to our credit agreement include certain affiliates of Blackstone Alternative Credit Advisors LP. Affiliates of Blackstone Alternative Credit Advisors LP held approximately 11% of the shares of our common stock outstanding as of the closing of the offering of the Option Shares. The above summary of the Waiver does not purport to be complete and is qualified in its entirety by reference to the Waiver, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.


For	Against	Abstain	Broker Non-Votes
63,798,041	1,171,020	14,002	1,384,567

~~Item~~No ~~8.01~~other ~~Other~~matters ~~Events~~were brought before shareholders for a vote at the 2025 Annual Meeting.

Loar Holdings Inc.

Date: May 19, 2025

/s/ Michael Manella

Michael Manella

Vice President, General Counsel and Secretary

~~The~~(d) ~~closing of the offering of the Offered Shares occurred on May 16, 2025~~Exhibits. In addition, the Underwriters exercised the Option, and the closing of the offering of the Option Shares occurred on May 19, 2025. The Shares were offered and sold at a public offering price per share of $83.41. All of the Shares were sold by the Selling Shareholders, and the Company did not receive any proceeds from the offering.

The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibit 1.1.



Exhibit Number		Description of Exhibits

10.1		Loar Holdings Inc. Amended and Restated 2024 Equity Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 22, 2025).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(d)~~Pursuant ~~Exhibits~~to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit		Description
			Loar Holdings Inc.
1.1		Underwriting Agreement, dated May 14, 2025, by and among the Company, Jefferies LLC, Morgan Stanley & Co. LLC, and the Selling Stockholders.
Date:	June 5, 2025	By:	/s/ Michael J. Manella
10.1		Waiver to the Registration Rights Agreement, dated as of April 29, 2024, by and among Loar Holdings Inc. and each of the investors listed on the signature pages thereto.
			Michael J. Manella, General Counsel and Secretary
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Filing Compare · Loar Holdings Inc.