Material Agreement (Form 8-K)

On June 3, 2026, AEVEX Corp. (the "Company") priced the previously announced offering (the "Offering") of its Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), at a public offering price of $27.00 per share (the "Offering Price"), pursuant to the Company's registration statement on Form S-1 (File No. 333-296396) (the "Registration Statement"). On June 3, 2026, in connection with the pricing of the Offering, the Company entered into an underwriting agreement (the "Underwriting Agreement") with Athena Technology Solutions Holdings, LLC ("Holdings LLC"), the selling stockholders listed on Schedule II thereto (the "Selling Stockholders") and Goldman Sachs & Co. LLC, BofA Securities, Inc. and Jefferies LLC, as representatives of the several underwriters listed on Schedule I thereto (collectively, the "Underwriters"), pursuant to which the Company agreed to offer and sell 5,726,157 shares of Class A Common Stock and the Selling Stockholders agreed to sell 2,273,843 shares of Class A Common Stock at the Offering Price, less underwriting discounts and commissions. The Company and the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 858,923 and 341,077 shares of Class A Common Stock, respectively. The Offering closed and the shares were delivered on June 5, 2026. The material terms of the Offering are described in the prospectus, dated June 3, 2026 (the "Prospectus"), filed by the Company with the U.S. Securities and Exchange Commission (the "Commission") on June 4, 2026, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the "Securities Act"). The Offering is registered with the Commission pursuant to the Registration Statement.

The Underwriting Agreement contains customary representations and warranties, agreements and obligations, closing conditions and termination provisions. The Company, Holdings LLC and the Selling Stockholders have agreed to indemnify the Underwriters against (or contribute to the payment of) certain liabilities, including liabilities under the Securities Act. This description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement attached hereto as Exhibit 1.1, which is incorporated by reference into this Item 1.01.