Aar Corp SEC Filings

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.

AAR CORP (NYSE: AIR) is offering 3,000,000 shares of common stock (3,450,000 if the underwriters exercise their 30-day option). The prospectus lists the last reported NYSE sale price of $87.90 per share on September 29, 2025. Net offering proceeds are intended primarily to repay borrowings under AAR's $825 million unsecured Revolving Credit Facility and for general corporate purposes, which may include future acquisitions.

The supplement discloses a recent acquisition: on September 25, 2025 AAR acquired ADI American Distributors for $146.0 million in cash, funded with borrowings under the Revolving Credit Facility borrowed September 15, 2025. ADI generated $149 million of revenue for the twelve months ended June 30, 2025 and has ~400 employees across six locations. The filing notes $330.0 million outstanding under the Revolving Credit Facility as of August 31, 2025 and subsequent borrowings that increased outstanding borrowings to $625 million following the ADI acquisition.

AAR Corp (AIR) reports multiple M&A and financing updates and operational items in this quarterly filing. The company completed acquisitions including Aerostrat for $15.0 million plus up to $5.0 million contingent consideration and Trax for $120.0 million plus up to $20.0 million contingent consideration. Post-closing adjustments reduced one purchase price by $2.9 million, and a $2.1 million gain was recognized related to a shareholder loan and associated transition services.

The company amended its Revolving Credit Facility to increase availability to $825.0 million from $620.0 million, updated covenant leverage thresholds and added higher pricing tiers that raise interest margins if adjusted total debt to EBITDA exceeds 3.75:1.00. Other items disclosed include an ASU on income tax disclosure expected to affect only disclosures, receivables sold under a Purchase Agreement with $49.2 million and $50.9 million of receivables referenced, restricted cash of $3.3 million and $7.4 million collected but not remitted, various charges and reserves (including a $7.8 million revenue reduction and $2.5 million repair reserves), and a CEO 10b5-1 plan to potentially sell up to 61,539 shares between November 5, 2025 and February 2, 2026.

Marc Jay Walfish, a director of AAR Corp. (AIR), acquired 479 units of phantom stock on 08/29/2025 valued at $75.66 each, representing the economic equivalent of 479 shares of common stock. The filing shows those phantom units become payable in cash or common stock upon his termination of service or on other dates specified by the Non-Employee Directors' Deferred Compensation Plan. After this award, Mr. Walfish beneficially owns 53,006 shares of AAR Corp., reported as direct ownership.

Robert F. Leduc, a director of AAR CORP (AIR), was granted 188 units of phantom stock on 08/29/2025 with an economic value tied to the company's common stock price of $75.66 per share. Each phantom share represents the economic equivalent of one common share and becomes payable in cash or common stock at the reporting person's election upon termination of service or on other plan-specified dates under the Non-Employee Directors' Deferred Compensation Plan.

Following this grant, the reporting person's total beneficial ownership of common stock equivalents is reported as 4,920 shares. The filing indicates the units are exercisable immediately and expire 08/31/2050, showing this is a deferred compensation mechanism for a director rather than an open-market purchase or sale.