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| Common Stock, $1.00 par value |
|
AIR |
|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
December 17, 2025
AAR
CORP.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
1-6263 |
|
36-2334820 |
| (State of Incorporation ) |
|
(Commission
File Number) |
|
(IRS Employer Identification No.) |
One AAR Place 1100 N. Wood Dale Road Wood Dale, Illinois 60191 |
| (Address and Zip Code of Principal Executive Offices) |
| Registrant’s telephone number, including
area code: (630) 227-2000 |
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which
Registered |
| Common
Stock, $1.00 par value |
|
AIR |
|
New
York Stock Exchange |
| |
|
NYSE Texas |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b—2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 7.01. Regulation FD Disclosure.
On December 17, 2025, AAR CORP. (the “Company”) issued
a press release announcing the entry into a definitive agreement by its wholly-owned subsidiary AAR Aircraft Services, Inc. to purchase
Aircraft Reconfig Technologies LLC, a leading aircraft interiors engineering company, from ZIM Aircraft Cabin Solutions LLC. 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.
The information in this Item 7.01 and Exhibit 99.1 attached hereto
shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference
in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On December 17, 2025, AAR Aircraft Services, Inc., a wholly-owned subsidiary
of the Company, entered into a definitive agreement to acquire Aircraft Reconfig Technologies LLC for a purchase price of $35 million
in cash, subject to customary post-closing adjustments for working capital, cash, and debt.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press release issued by AAR CORP. on December 17, 2025 |
| 104 |
|
Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 17, 2025
| |
AAR CORP. |
| |
|
| |
By: |
/s/
Jessica A. Garascia |
| |
|
Jessica A. Garascia |
| |
|
Senior Vice President, General Counsel,
Chief Administrative Officer and Secretary |