Aar Corp SEC Filings

AAR CORP. announced that its wholly owned subsidiary, AAR Aircraft Services, Inc., has entered into a definitive agreement to acquire Aircraft Reconfig Technologies LLC, described as a leading aircraft interiors engineering company. The seller is ZIM Aircraft Cabin Solutions LLC.

The agreed purchase price is $35 million in cash, subject to customary post-closing adjustments for working capital, cash, and debt. AAR also furnished a press release about the transaction as Exhibit 99.1 under Regulation FD, and this information is furnished rather than filed under the Exchange Act.

AAR CORP. announced that Senior Vice President and Chief Financial Officer Sean M. Gillen has decided to resign, effective December 11, 2025, to pursue another professional opportunity outside the company’s industry. The company states that his departure is not due to any disagreement regarding operations, policies, practices, or financial reporting.

Vice President, Financial Operations Sarah L. Flanagan, who has held senior finance roles at AAR since 2012 and previously worked at Honeywell International and PricewaterhouseCoopers, will become Interim Chief Financial Officer as of the same effective date. Gillen will remain with AAR through December 19, 2025 to support a smooth transition, and the company has disclosed that there are no family relationships or related-party transactions connected to Flanagan’s appointment.

AAR CORP director reports new phantom stock award

A director of AAR CORP (AIR) reported receiving an award of 436 shares of phantom stock on 11/28/2025. The filing shows these phantom stock units at a reference value of $83.21 per unit and indicates they are economically equivalent to shares of AAR CORP common stock.

After this transaction, the director is reported as beneficially owning 53,442 derivative securities in the form of phantom stock, held directly. According to the disclosure, the phantom stock will be settled in either cash or common stock, at the director’s election, upon termination of board service or on other dates chosen under the company’s Non-Employee Directors' Deferred Compensation Plan.

AAR CORP. (AIR) furnished an investor presentation on its website in connection with the Baird Global Industrial Conference held in Chicago on November 13, 2025. The deck is included as Exhibit 99.1 to a Form 8-K.

The company states the materials are being furnished, not filed, and therefore are not subject to Section 18 liability and are not incorporated by reference under the Securities Act or Exchange Act, except as specifically stated in future filings.

AAR CORP (AIR) reported an insider transaction by Chairman, President & CEO John M. Holmes. On November 5, 2025, he sold 38,462 shares of common stock at a weighted average price of $83.501 under a Rule 10b5-1(c) trading plan adopted on August 6, 2025.

The sales occurred in multiple trades within a $82.1200–$85.1399 range. Following the transaction, Holmes beneficially owns 260,141 shares, held directly.

AIR: A holder filed a Form 144 notice to sell up to 61,539 common shares, with an aggregate market value $5,166,814.44. The filing lists Morgan Stanley Smith Barney LLC as broker and indicates the shares may be sold on the NYSE with an approximate sale date of 11/05/2025.

The shares were acquired as Performance Stock Units on 07/18/2022 in the amount of 61,539. Shares outstanding were 36,112,491. The filing also notes a prior sale over the past three months: 10,000 shares on 08/07/2025 for $716,994.00.

AAR CORP. (AIR) acquired HAECO Americas, LLC and HAECO Airframe Services, LLC for $80 million in cash. The purchase price is subject to customary post-closing adjustments for working capital, cash, and debt, and was funded through the Company’s existing revolving credit facility. HAECO Americas provides heavy aircraft maintenance, repair, overhaul, and engineering services at facilities in Greensboro, North Carolina, and Lake City, Florida.

AAR CORP. (AIR) filed an 8-K disclosing an underwriting agreement for a securities offering, with the agreement dated September 30, 2025 and Goldman Sachs & Co. LLC named as representative of the underwriters. The filing includes a legal opinion and consent from Latham & Watkins LLP dated October 2, 2025, plus two press releases dated September 30, 2025 labeled "Launch" and "Pricing." The document is signed by Jessica A. Garascia in her role as Senior Vice President and General Counsel. These exhibits indicate the company completed underwriting documentation and public communications tied to a securities transaction on the dates shown.

AAR CORP (AIR) is offering 3,000,000 shares of common stock, with an underwriter option for an additional 450,000 shares. The prospectus cites the last reported NYSE sale price of $89.67 on September 30, 2025. Net proceeds are expected to be approximately $238.1 million (or $274.0 million if the option is exercised), which the company intends to use to repay borrowings under its $825 million revolving credit facility and for general corporate purposes, potentially including acquisitions. Following recent activity, the company had $330.0 million outstanding under the revolver as of August 31, 2025 and subsequently borrowed to fund the $146.0 million acquisition of ADI on September 25, 2025, resulting in approximately $625 million of borrowings outstanding after the September 15, 2025 borrowings. The offering would leave approximately 39,112,491 shares outstanding (39,562,491 if option exercised). The prospectus discloses recent divestiture activity (sale of Landing Gear Overhaul business) with a $71.1 million loss recognized and identifies customary risks including dilution, market volatility, conflicts of interest with lending underwriters, and no current dividend policy.