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.

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

Entry into a Material Definitive Agreement. 6.750% Senior Notes due 2029 On August 14, 2025, AAR CORP. (the “Company”), a Delaware corporation, issued $150,000,000 aggregate principal amount of its 6.750% Senior Notes due 2029 (the “Additional Notes”). The Additional Notes were issued pursuant to an existing indenture, dated as of March 1, 2024 (the “Base Indenture”), as supplemented by a First Supplemental Indenture, dated as of March 1, 2024 (the “First Supplemental Indenture”), and as furt…

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.

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 discloses the election of a new independent director to fill a vacancy created by a board size increase, which is a routine governance event.

Chief Human Resources Officer — Tracey Patterson: The Chief Human Resources Officer is voluntarily resigning to pursue an opportunity outside the industry, which constitutes a genuine executive departure but is not necessarily negative given the voluntary nature and transition period.

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.

Other Events. On December 20, 2024, the Company issued a press release announcing the divestiture of its LGO business. The text of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein. Forward-Looking Statements This Current Report on Form 8-K contains certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, which reflect management’s expectations ab…

Material Impairments. On December 19, 2024, AAR CORP. (the “Company”) entered into a definitive agreement to divest its Landing Gear Overhaul (“LGO”) business to GA Telesis. The transaction is valued at $51 million and is expected to close in the first quarter of the 2025 calendar year, subject to customary and regulatory closing conditions. The Company currently expects to use substantially all proceeds from the transaction to repay amounts outstanding under the credit agreement. In connecti…

Other Events. As previously disclosed, in 2019, the Company retained outside counsel to investigate possible violations of the U.S. Foreign Corrupt Practices Act (the “FCPA”) relating to certain transactions in Nepal and South Africa that were signed in 2016 and 2017. Based on these investigations, in 2019, the Company self-reported these matters to the U.S. Department of Justice (the “DOJ”), the Securities and Exchange Commission (the “SEC”), and the U.K. Serious Fraud Office. On December 19…