Regulation FD Disclosure. On November 2, 2026, AAR CORP., a Delaware corporation (the “ Company ”), distributed a confidential preliminary offering memorandum, dated November 2, 2026 (the “ Preliminary Offering Memorandum ”), relating to the Company’s proposed offering of $955 million aggregate principal amount of senior notes due 2031 and $960 million aggregate principal amount of senior notes due 2034 to be offered and sold only to qualified institutional buyers in an unregistered offering…

Regulation FD Disclosure. AAR CORP., a Delaware corporation (the “ Company ”), is furnishing an investor presentation that the Company intends to use at one or more meetings with certain existing and prospective investors. The Company made the investor presentation available on its website at https://aarcorp.com/investors/events-and-presentations. Information contained on, or accessible through, the Company’s website is not part of, and is not incorporated by reference into, this Current Repo…

Regulation FD Disclosure. Amended Revolving Credit Facility On October 26, 2026, the Company issued a press release announcing the entry of the Company into the Revolver Amendment. A copy of the press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ E…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth above in

Entry into a Material Definitive Agreement. Amended Revolving Credit Facility On October 23, 2026 (the “ Amendment Closing Date ”), AAR CORP., a Delaware corporation (the “ Company ”), entered into Amendment No. 3 (the “ Revolver Amendment ”) to the Credit Agreement, dated as of December 14, 2022, among the Company, as borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent, which governs the Company’s existing revolving credit facility (the “ Existing Revolvin…

Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy any securities of the Company.

of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.

Entry into a Material Definitive Agreement. Share Purchase Agreement On September 28, 2026, AAR CORP., a Delaware corporation (the “Company”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”) by and among the Company, MROH Intermediate Holdco LLC, a Delaware limited liability company (the “Seller”), and MRO Holdings, Inc., a sociedad anónima organized under the laws of the Republic of Panama (“MRO Panama”), pursuant to which, among other things, the Company will acquir…

Regulation FD Disclosure. On September 28, 2026, the Company issued a press release announcing the execution of the Share Purchase Agreement and the Securities Purchase Agreement and made available on its website an investor presentation in relation therewith. Copies of the press release and the investor presentation are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The information in this Item 7.01, including Ex…

The provided text is only the standard Item 5.02 header and does not contain the specific details of the management change required for classification.

John M. Holmes: A long-term performance incentive grant was awarded to John M. Holmes, the Chairman, CEO, and President.

of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.

Regulation FD Disclosure. On May 6, 2026, AAR CORP. (the “Company”) announced a change to its operating segments and the wind-down of its Commercial Programs business. During the fourth quarter of fiscal 2026, our chief operating decision maker (“CODM”) implemented changes in how he organizes the business, allocates resources, and assesses performance. Specifically, the business units within our Integrated Solutions segment have been realigned, resulting in the following changes: · Combine ou…

of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.

Chief Financial Officer — Dylan Wolin: Dylan Wolin was appointed as the new Chief Financial Officer of AAR CORP.

CFO — Sarah L. Flanagan: The filing reports an internal promotion to Interim CFO and associated compensation adjustments, not a departure of a senior executive.

of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.

CFO — Sean M. Gillen: The CFO resigned to pursue another opportunity, which is a genuine departure of a senior executive, though the appointment of an interim successor mitigates the negative impact.

Other Events. On November 3, 2025, the Company acquired HAECO Americas for a purchase price of $80 million in cash, subject to customary post-closing adjustments for working capital, cash, and debt. The cash purchase price was funded using the Company’s existing revolving credit facility.

Regulation FD Disclosure. On November 3, 2025, AAR CORP. (the “Company”) issued a press release announcing the acquisition of HAECO Americas, LLC and its subsidiary HAECO Airframe Services, LLC (together referred to herein as “HAECO Americas”) from HAECO USA, Inc. HAECO Americas performs heavy aircraft maintenance, repair, and overhaul and engineering services at facilities in Greensboro, North Carolina, and Lake City, Florida, for leading commercial airlines. A copy of the press release is f…

Other Events. On October 2, 2025, AAR CORP. (the “Company”) issued and sold 3,450,000 shares (the “Shares”) of the Company’s common stock, par value $1.00 per share (“Common Stock”), which includes the full exercise of the option granted to the Underwriters, as defined below, to purchase up to 450,000 additional Shares, in a registered public offering (the “Offering”) pursuant to an effective Registration Statement on Form S-3 (File No. 333-273312) (the “Registration Statement”) and an underw…

Regulation FD Disclosure. On September 25, 2025, AAR CORP. (the “Company”) issued a press release announcing the acquisition of American Distributors Holding Co., LLC, including ADI American Distributors, LLC, and other subsidiaries (“ADI”). ADI is a leading distributor of components and assemblies to customers in the commercial and defense markets. A copy of the press release is furnished and attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.…

Other Events. On September 25, 2025, the Company acquired ADI for a purchase price of $146 million in cash, subject to post-closing adjustments for working capital, cash, and debt. The cash purchase price was funded using the Company’s existing revolving credit facility.

of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.

Director — Hema Widhani: The filing reports the appointment of a sitting director to board committees, which is a routine administrative action rather than a departure or new executive hire.