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| Common Stock, $1.00 par value |
|
AIR |
|
NYSE Texas [Member]
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):
September 30, 2025
AAR
CORP.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
1-6263 |
|
36-2334820 |
(State or other jurisdiction
of incorporation ) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
One AAR Place
1100 N. Wood Dale Road
Wood Dale, Illinois |
60191 |
| (Address of principal executive offices) |
(Zip Code) |
| 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)) |
| 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 8.01. 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 underwriting agreement, dated September 30, 2025 (the “Underwriting
Agreement”), between the Company and Goldman Sachs & Co. LLC, as representative of the several underwriters named
therein (the “Underwriters”).
The Company received net
proceeds from the Offering of approximately $274.0 million, after deducting underwriting discounts and commissions and estimated offering
expenses payable by the Company. The Company intends to use the net proceeds of the Offering to repay outstanding borrowings under its
unsecured revolving credit facility and for general corporate purposes, which may include funding future acquisitions.
The Underwriting Agreement
contains customary representations, warranties, covenants, indemnification obligations of the Company and the Underwriters, including
for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and
covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of the date thereof, were solely
for the benefit of the parties to such Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties.
The Underwriting Agreement is attached as Exhibit 1.1 hereto. The Underwriting Agreement is also filed with reference to, and is
hereby incorporated by reference in, the Registration Statement.
In connection with the
Offering, a legal opinion letter of Latham & Watkins LLP regarding the legality of the issuance and sale of the Shares is attached
as Exhibit 5.1 hereto. The legal opinion letter is also filed with reference to, and is hereby incorporated by reference in, the
Registration Statement.
On September 30,
2025, the Company issued a press release announcing the launch of the Offering. The text of the press release is attached as Exhibit 99.1
hereto and incorporated by reference herein.
On September 30,
2025, the Company issued a press release announcing the pricing of the Offering. The text of the press release is attached as Exhibit 99.2
hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 1.1 | Underwriting Agreement, dated as of September 30, 2025, by and between the Company and Goldman Sachs & Co. LLC, as representative
of the several underwriters named therein |
| 5.1 | Opinion of Latham & Watkins LLP, dated October 2, 2025 |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) |
| 99.1 | Press Release, dated September 30, 2025 (Launch) |
| 99.2 | Press Release, dated September 30, 2025 (Pricing) |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| |
AAR CORP. |
| |
|
| Date: October 2, 2025 |
/s/ Jessica A. Garascia |
| |
Jessica A. Garascia |
| |
Senior Vice President, General Counsel, Chief Administrative Officer and Secretary |
