Arxis, Inc.

Date of Prospectus: 2026

Arxis, Inc. IPO: Deep-Dive Analysis, Financials, Risks, and Strategic Outlook for Investors

IPO Snapshot: Pricing, Size, and Structure

Arxis, Inc. launches its highly anticipated initial public offering (IPO) on Nasdaq under the symbol ARXS. The IPO features a robust structure, catering to both institutional and retail investors, and seeks to establish Arxis as a prominent public company in the aerospace and defense technology sector.

• IPO Symbol: ARXS
• Offer Price (Midpoint): \$26.50 per share
• Price Range: Not explicitly stated, but calculations reference a \$26.50 midpoint
• Shares Offered: 37,735,849 shares of Class A common stock
• Over-Allotment (Greenshoe): 5,660,377 additional shares available for underwriters over 30 days
• Total Shares Outstanding Post-IPO: 60,889,829 Class A shares (or 66,550,206 if the over-allotment is exercised in full)
• Offer Size: Approximately \$1.0 billion at the mid-point offering price

• Dividend Policy: No dividend commitment or payout ratio disclosed.
• Offer Timetable: Shares expected to be delivered to purchasers on or about a date in 2026 (exact date not stated).

Use of Proceeds: Deleveraging and Strategic Flexibility

Arxis, Inc. intends to use approximately \$746 million of net proceeds to repay borrowings under its Term Loan Credit Facility, with the remaining funds earmarked for working capital and general corporate purposes, including potential acquisitions and investments in complementary businesses. No funds are earmarked for R&D or capex expansion at this time; the focus is on strengthening the balance sheet and strategic flexibility.

• Net Proceeds (at \$26.50/share): \$930 million (or \$1,073 million if over-allotment is exercised in full)
• Debt Repayment: \$746 million (principal portion, Term Loan Facility; maturity: February 26, 2032)
• General Corporate Purposes: ~\$184 million (working capital, possible M&A)
• Implication: Story is primarily deleveraging with added flexibility for potential strategic deals

Placement Breakdown and Directed Share Program

At the company’s request, up to 1,886,792 shares (5% of the offer) are reserved for a directed share program for certain individuals and entities as determined by Arxis officers. Any unallocated shares will revert to general public offering. All shares in the public offer are freely tradeable, except for those subject to lock-up agreements as described below.

Cornerstone and Institutional Investors

Cornerstone Investors have indicated non-binding interest in purchasing up to \$400 million in shares. This group includes:

• Capital International Investors
• Capital Research Global Investors
• Janus Henderson Investors
• T. Rowe Price Investment Management, Inc.

Shares purchased by these Cornerstone Investors are not subject to lock-up. The underwriters will receive the same discount on these shares as on all other publicly sold shares.

Deal Parties, Underwriters, and Structure

Global coordinators and bookrunners involved in the IPO are among the world’s most prominent investment banks, supporting strong deal execution and aftermarket performance.

• Joint Bookrunning Managers: Goldman Sachs & Co. LLC, Morgan Stanley, Jefferies
• Joint Bookrunners: Citigroup, RBC Capital Markets, Baird, Guggenheim Securities, Wells Fargo Securities, William Blair
• Additional Underwriters: Rothschild & Co., Wolfe | Nomura Alliance, Citizens Capital Markets
• Co-Manager: Citizens Capital Markets
• Sponsor: Arcline Investment Management (controls virtually all voting power post-IPO)

Stabilization/Over-Allotment: Underwriters have a 30-day option to purchase up to 5,660,377 additional shares to stabilize the market and cover over-allotments.

Inferred support for listing-day performance is strong given the high-quality syndicate and the presence of multiple reputable institutional anchors.

Company Overview: Arxis, Inc. – Focused Aerospace and Defense Technology Leader

Arxis, Inc. operates as a holding company for several premium businesses in the aerospace and defense industry, including engineered polymer, electronic, and mechanical component platforms.

• Key businesses: Arcline Engineered Polymer Topco L.P. (IPS), Hawkeye TopCo L.P. (Quantic), Connector TopCo, L.P. (Qnnect), Ovation TopCo, L.P. (Ovation)
• Revenue Streams: Design, manufacture, and sale of highly engineered electronic and mechanical components for aerospace and defense customers
• Customer Base: Primarily companies contracting with the U.S. government, long-duration programs (20+ years)
• Business Model: Organic growth focus (volume, strategic price, cost management), robust M&A integration (32 acquisitions since 2019), operational excellence through lean process implementation

Industry Sector: Aerospace and Defense Technology, with significant exposure to long-term U.S. government and defense programs

Financial Health: Robust Growth, Margin Expansion, and Deleveraging

Revenue CAGR (2021-2025): 10.5% (pro forma)
EBITDA Margin Expansion (2024-2025): +307 basis points
Net Income Margin Expansion (2024-2025): +1,036 basis points

Low Capex: Capital expenditures have remained below 3.3% of revenue for five consecutive years.

Market Position and Competitive Advantages

Arxis, Inc. is positioned as a high-growth, high-margin business with strong recurring revenues anchored by long-term, mission-critical contracts in the aerospace and defense sector. The company’s operational excellence, disciplined M&A strategy, and focus on lean processes contribute to margin expansion and revenue visibility.

• 32 acquisitions since 2019, integrating “tuck-in” and transformational deals
• Customer programs often in production for 20+ years, creating long-term revenue visibility
• Business model focuses on volume growth, strategic pricing, and cost efficiency

Leadership and Governance

Key Management:

• Kevin Perhamus – CEO (holds 2,161,632 Class A shares post-IPO, 3.6% of Class A)
• Azad Badakhsh – (role not explicitly stated, holds 36,784 Class A shares)
• Ross Sealfon – (role not explicitly stated, holds 315,237 Class A shares)
• Other executive officers and directors collectively hold 2,644,579 Class A shares (4.3% post-IPO)

Governance Structure: Arcline Investment Management, the Sponsor, will retain control of 99.13% of voting power post-IPO (99.05% if over-allotment is exercised). Arxis will be a “controlled company” under Nasdaq rules and intends to rely on exemptions from certain corporate governance requirements.

Industry Trends and IPO Timing

Sector: Aerospace and Defense Technology – stable, long-term government contracts provide revenue resilience.
Growth Drivers: U.S. defense spending, mission-critical platform production, and aftermarket services.
Recent Developments: Multiple business combinations, continued M&A (32 acquisitions since 2019), robust margin expansion, and deleveraging focus.

IPO Timing: Shares are expected to be delivered to purchasers on or about a date in 2026 (exact date not stated).

Market Environment: The company highlights a stable demand profile, long-term contracts, and a focus on organic and acquisitive growth, suggesting a favorable environment for a public offering in its sector.

Risk Factors: Key Considerations for Investors

Investors should be aware of several material risks disclosed by Arxis, Inc.:

• Concentration Risk: Business is highly dependent on the aerospace and defense industries and U.S. government contracts
• Customer and Supplier Risk: Unique risks in supplying to U.S. defense contractors and exposure to pricing/availability of components
• Corporate Governance: Sponsor will retain effective control, limiting public shareholder influence and protection
• Financial Reporting: Increased costs and complexity as a new public company, with substantial management attention required
• Liquidity Risk: No assurance of an active or liquid trading market post-IPO
• Multi-Class Structure: Significant voting disparity between Class A and Class B shares may affect inclusion in indices and value perception
• Dilution: Immediate and substantial book value dilution for IPO investors (see below)
• Lock-Up Expiry: Large blocks of shares may become available for sale after lock-up expiries, potentially pressuring the stock price
• Related Party and Corporate Opportunities: Sponsor and affiliates are not prohibited from pursuing competing businesses or opportunities
• Regulatory and IP Risks: Extensive government and IP licensing requirements
• Indebtedness: High leverage post-IPO, though proceeds will materially reduce debt

Ownership, Lock-Ups, and Shareholder Structure

Pre-IPO and Post-IPO Shareholding Structure:

• Arcline Investment Management (Sponsor): 100% of Class B shares and 1 convertible common share (99.1% voting power post-IPO)
• Public Float (Class A): 37,735,849 shares offered (plus over-allotment)
• Executive/Directors: Collectively 2,644,579 Class A shares (4.3% post-IPO)

Lock-Ups: 180 days post-IPO for directors, executive officers, and substantially all other pre-IPO shareholders. Certain directed share program participants and Cornerstone Investors are not subject to lock-up.

ESOP/Equity Awards: New omnibus equity incentive and employee stock purchase plans adopted; all shares issued under these plans will be registered for public sale upon vesting.

Dilution: Immediate dilution to IPO investors is \$29.25 per share (pro forma as adjusted net tangible book deficit per share after the offering is \$(2.75) compared to the offer price of \$26.50).

Valuation

Valuation metrics such as P/E, P/B, or EV/EBITDA for Arxis or peers are not directly disclosed in the prospectus. No peer company symbols or direct sector benchmarks are provided for comparison.

Proceeds/Ownership Table (Post-IPO):

Growth Strategy: Organic Expansion, M&A, and Cost Discipline

Arxis’s growth playbook is built on three pillars:

• Organic Growth: Focused on volume increases, strategic pricing, and continuous cost management
• M&A: Proven, disciplined approach with 32 completed acquisitions since 2019; future M&A is a stated use of IPO proceeds
• Operational Excellence: Lean process implementation to drive continual margin expansion and strong returns on invested capital

No specific new product launches, capacity expansions, or geographic entries are disclosed beyond the ongoing M&A strategy.

Listing Outlook: Investor Takeaways

Arxis, Inc. presents a compelling case as a high-growth, high-margin aerospace and defense technology platform with significant revenue visibility, robust cash flow, and a history of disciplined M&A. The IPO is anchored by reputable institutional investors and a syndicate of premier bookrunners, with a clear deleveraging focus and strategic flexibility post-offer.

• Strengths: High revenue CAGR, strong EBITDA margins, long-term contract visibility, and a demonstrated ability to integrate acquisitions
• Risks: Near-total sponsor control, dilution for new investors, and post-lock-up overhangs
• Market Conditions: Favorable for a defense-centric industrial with stable cash flows and strong institutional support

Based solely on prospectus disclosures, Arxis appears well positioned for a robust first-day performance, with strong demand likely from both institutional and retail investors. However, substantial dilution and sponsor control may temper upside for some investors. The likely first-day trading range is expected to be around or slightly above the offer price, supported by the quality of the book and underwriter syndicate.

How to Access the Prospectus

For further information and to review the official prospectus, visit: www.sec.gov