Exhibit 19.1

 

Loar Holdings Inc.

Insider Trading Policy

(Adopted April 16, 2024)

 

This Insider Trading Policy (the “Policy”) describes the standards, policies and procedures of Loar Holdings Inc. and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of Inside Information (as defined below).

This Policy applies to transactions in the Company’s securities, including the Company’s common stock, options to purchase common stock, or any other type of securities that the Company may issue, including (but not limited to) preferred stock, convertible debentures and warrants, as well as derivative securities that are not issued by the Company, such as exchange-traded put or call options or swaps relating to the Company’s securities (collectively, the “Company Securities”). Transactions subject to this Policy include purchases and sales of Company Securities.

During the course of your employment, directorship, consultancy or other similar relationship with the Company, you may receive material information that is not yet publicly available about the Company or about other publicly traded companies with which the Company has business dealings (the “Inside Information”). Because of your access to this Inside Information, you may be in a position to profit financially by buying or selling, or in some other way dealing, in Company Securities or the securities of another publicly traded company, or to disclose such information to a third party who does so profit.

One of the principal purposes of the federal securities laws is to prohibit so-called “insider trading.” Simply stated, insider trading occurs when a person uses material nonpublic information obtained through involvement with the Company to make decisions to purchase, sell or otherwise trade Company Securities or the securities of certain other companies or to provide that information to others outside the Company.

Part II of this Policy addresses the Company’s policies around “insider trading” and Part III of this Policy imposes additional trading restrictions and procedures for certain Company insiders.

This Policy applies to the Company itself, all Company employees, all Company officers, all members of the Company’s board of directors, and their respective household members, as well as the Company’s consultants and other contractors who have access to Inside Information (each, a “Covered Person”). Additionally, this Policy applies to all entities or persons who are controlled by a Covered Person or the Company, including any corporations, partnerships or trusts. From time to time, the Company’s General Counsel is authorized to designate “others” who will be subject to this Policy. The prohibitions against insider trading apply to trades, tips and recommendations by Covered Persons, if the information involved is “material” and “nonpublic,” which is described later in this Policy.

Covered Persons have ethical and legal obligations to maintain the confidentiality of information about the Company and to not engage in transactions in Company Securities while in possession of material nonpublic information related to the Company. Covered Persons must not engage in illegal trading and must seek to avoid the appearance of improper trading. Each individual is responsible for making sure that he/she complies with this Policy, and that any household member or entity whose transactions are subject to this Policy, as discussed below, also comply with this Policy. In all cases, the responsibility for determining whether an individual is in possession of Inside Information rests with that individual, and any action on the part of the Company, the General Counsel or any other employee or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. You could be subject to severe legal penalties and disciplinary action by the Company for any conduct prohibited by this Policy or applicable securities laws, as described below in more detail under the heading “Penalties.”

You shall not engage in any transaction involving a purchase or sale of any Company Securities, including any offer to purchase or offer to sell, while in possession of Inside Information.

You shall not disclose Inside Information about the Company to any other person where such Inside Information may be used by such person to his or her profit by trading in the securities of companies to which such Inside Information relates (also known as “tipping”), nor shall you make recommendations or express opinions on the basis of Inside Information as to trading in the Company Securities.

Further, you shall not engage in any transaction involving the purchase or sale of another company’s securities while in possession of material nonpublic information about such company when that information is obtained in the course of employment with, or the performance of services on behalf of, the Company and for which there is a relationship of trust and confidence concerning the information.

Additionally, it is important that the appearance of insider trading in securities be avoided. The only exception, as further described below, is that transactions directly with the Company, e.g., option exercises for cash are permitted. However, the subsequent sale or other disposition of such stock is fully subject to these restrictions.

As a practical matter, it is sometimes difficult to determine whether you possess “inside” information; that is, material, non-public information.

The key to determining whether nonpublic information you possess about a public company is inside “material” information is whether dissemination of the information would likely affect the market price of the company’s stock or would likely be considered important, or “material,” by investors who are considering trading in that company’s stock. Any information that could reasonably be expected to affect the price of the security is material. Material information is not limited to historical facts but may also include projections and forecasts. With respect to a future event, such as a merger, acquisition or introduction of a new product, the point at which negotiations or product development are determined to be material is determined by balancing the probability that the event will occur against the magnitude of the effect the event would have on a company’s operations or stock price should it occur. Thus, information concerning an event that would have a large effect on stock price,

such as a merger, may be material even if the possibility that the event will occur is relatively small. If the information makes you want to trade, it would probably have the same effect on others. When in doubt about whether particular nonpublic information is material, you should presume it is material.

Although by no means an all-inclusive list, information about the following items may be considered to be Inside Information until it is publicly disseminated:

Remember, both positive and negative information can be material.

Insider trading prohibitions come into play only when you possess information that is material and “non-public.” The fact that information has been disclosed to a few members of the public does not make it public for insider trading purposes. For information to be considered publicly disseminated, it must be widely disclosed (e.g., through a press release or SEC filing), and a sufficient amount of time must have passed to allow the information to be fully disclosed. Generally speaking, information will be considered publicly disseminated after two full trading days have elapsed since the date of public disclosure of the information. For example, if an announcement of Inside Information of which you were aware was made prior to trading on Wednesday, then you may execute a transaction in the Company Securities on Friday.

If you possess inside information, you may not trade in a company’s stock, advise anyone else to do so or communicate the information to anyone else until you know that the information is no longer inside information (e.g., has been publicly disseminated as described above or is no longer material). This means that in some circumstances, you may have to forego a proposed transaction in a company’s securities even if you planned to execute the transaction prior to learning of the inside information and even though you believe you may suffer an economic loss or sacrifice an anticipated profit by waiting. “Trading” includes engaging in short sales, transactions in put or call options, hedging transactions and other inherently speculative transactions.

In order to prevent market manipulation, the SEC adopted Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Regulation M generally restricts the Company or any of its affiliates from buying Company stock, including as part of a share buyback program, in the open market during certain periods while a distribution, such as a public offering, is taking place. You should consult with the Company’s General Counsel if you desire to make purchases of Company Securities during any period in which the Company is conducting an offering. Similar considerations may apply during the period when the Company is conducting or has announced a tender offer.

This Policy does not apply in the case of the following transactions, except as specifically noted:

Stock Option Exercises. This Policy does not apply to the exercise of an employee stock option acquired pursuant to the Company’s plans, or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash needed to pay the exercise price of an option.

Restricted Stock Awards. This Policy does not apply to the vesting of restricted stock, or the exercise of a tax withholding right pursuant to which you elect to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock. The Policy does apply, however, to any market sale of restricted stock.

401k Plan. This Policy does not apply to purchases of Company Securities in the Company’s 401(k) plan resulting from your periodic contribution of money to the

plan pursuant to your payroll deduction election. This Policy does apply, however, to certain elections you may make under the 401(k) plan, including: (a) an election to increase or decrease the percentage of your periodic contributions that will be allocated to the Company stock fund; (b) an election to make an intra-plan transfer of an existing account balance into or out of the Company stock fund; (c) an election to borrow money against your 401(k) plan account if the loan will result in a liquidation of some or all of your Company stock fund balance; and (d) an election to pre-pay a plan loan if the pre-payment will result in allocation of loan proceeds to the Company stock fund.

Dividend Reinvestment Plan. This Policy does not apply to purchases of Company Securities under the Company’s dividend reinvestment plan resulting from your reinvestment of dividends paid on Company Securities. This Policy does apply, however, to voluntary purchases of Company Securities resulting from additional contributions you choose to make to the dividend reinvestment plan, and to your election to participate in the plan or increase your level of participation in the plan. This Policy also applies to your sale of any Company Securities purchased pursuant to the plan.

Other Similar Transactions. Any other purchase of Company Securities from the Company or sales of Company Securities to the Company are not subject to this Policy.

Because the officers and directors and certain members of management of the Company are the most visible to the public and are most likely, in the view of the public, to possess Inside Information, we require them to do more than refrain from insider trading. We require that they limit their transactions in Company Securities to defined time periods following public dissemination of quarterly and annual financial results and notify and receive prior approval from the General Counsel prior to engaging in transactions in Company Securities.

The provisions outlined in this trading policy (“Trading Policy”) apply to all officers and directors of the Company. In addition, certain members of management and other employees, including any controller or member of the accounting and finance team involved in the preparation of Company financial statements, or such other individuals who are designated by the Chief Executive Officer, the Chief Financial Officer or the General Counsel and informed of such designation, are subject to this Trading Policy (together with the officers and directors of the Company, “Covered Insiders”) because of their access to sensitive Company information. Generally, any entities or household members whose securities trading activities are controlled by any of such persons shall be subject to the same restrictions, and shall also be considered “Covered Insiders”).

Generally, except as set forth in this paragraphs B, C, D, and F of this Trading Policy, Covered Insiders may buy or sell securities of the Company only during a “window period” that opens after two full trading days have elapsed after the public dissemination of the Company’s annual or quarterly financial results and closes 15 days prior to the end of the Company’s fiscal quarter.

This window period may be closed early or may not open if, in the judgment of the General Counsel, there exists undisclosed information that would make trades by Covered Insiders inappropriate. It is important to note that the fact that the window period has closed early or has not opened should be considered Inside Information.

It should be noted that even during the “open window,” any person possessing Inside Information may not engage in any transactions in the Company Securities until two full trading days have elapsed since the date of public disclosure of such information or until such information is no longer material, whether or not the Company has recommended a suspension of trading to that person.

A Covered Insider who believes that special circumstances require him or her to trade outside the window period should consult with the General Counsel. Permission to trade outside the window period will be granted only where the circumstances are extenuating and there appears to be no significant risk that the trade may subsequently be questioned.

In addition to the requirements of paragraph B of this Trading Policy, Covered Insiders may not engage in any transaction in the Company Securities, including any purchase or sale in the open market, loan, or other transfer of beneficial ownership, without first obtaining pre-clearance of the transaction from the General Counsel or such other person so designated by the General Counsel (each, a “Clearing Officer”) at least two business days in advance of the proposed transaction or such shorter time as the Clearing Officer may agree. The Clearing Officer will then determine whether the transaction may proceed and, if so, will direct the applicable personnel to assist in complying with the reporting requirements under Section 16(a) of the Exchange Act, if any. Pre-cleared transactions not completed within five business days shall require new pre-clearance under the provisions of this paragraph. The Clearing Officer may, at its discretion, shorten or extend such period of time.

No Covered Insider may engage in short sales, transactions in put or call options, or hedging transactions with respect to Company Securities at any time, and further, Covered

Insiders are prohibited from holding Company Securities in a margin account or otherwise pledging Company Securities as collateral for a loan; provided, that this provision shall not apply to any entity whose securities trading activities are controlled by an individual who is a Covered Insider.

Additionally, the Company discourages placing standing or limit orders on Company Securities. If a Covered Insider determined that they must use a standing order or limit order, the order should be limited to short duration and should otherwise comply with the restrictions and procedures outlined above under the heading “Pre-Clearance and Advance Notice of Transactions.”

Officers and directors subject to the reporting obligations under Section 16 of the Exchange Act should take care not to violate the prohibition on short-swing trading (Section 16(b) of the Exchange Act) and the restrictions on sales by control persons (Rule 144 under the Securities Act of 1933, as amended), and should file all appropriate Section 16(a) reports (Forms 3, 4 and 5), and any notices of sale required by Rule 144.

If you are in possession of Inside Information when your relationship with the Company concludes, you may not trade in the Company’s stock or the stock of such other company until the information has been publicly disseminated or is no longer material.

Anyone who effects transactions in securities of publicly traded companies (or provides information to enable others to do so) on the basis of Inside Information is subject to both civil liability and criminal penalties, as well as disciplinary action by the Company. Any person who is subject to this Policy and has questions about this Policy should contact his or her own attorney or the General Counsel.