AAR CORP. (NYSE: AIR) closes $146M cash deal for ADI distributors

Rhea-AI Filing Summary

AAR CORP. disclosed that on September 25, 2025 it completed the acquisition of American Distributors Holding Co., LLC, including ADI American Distributors, LLC and other subsidiaries. ADI is described as a leading distributor of components and assemblies serving commercial and defense customers.

The company paid a purchase price of $146 million in cash, subject to post-closing adjustments for working capital, cash, and debt. AAR funded the cash purchase price using its existing revolving credit facility, meaning it drew on its established credit line rather than issuing new equity.

Insights

Equity research analyst

AAR spends $146M cash from its credit line to buy ADI.

AAR CORP. has completed the acquisition of ADI for a cash purchase price of $146 million, subject to post-closing adjustments. ADI is characterized as a leading distributor of components and assemblies to commercial and defense markets, which suggests it extends AAR’s existing aviation and defense supply-chain activities.

The transaction is funded from AAR’s existing revolving credit facility, so the immediate impact is higher debt rather than new share issuance. The filing does not quantify ADI’s revenue or profit contribution, so the financial impact relative to AAR’s current scale is not detailed in this excerpt.

Future company filings covering periods after September 25, 2025 may outline ADI’s integration, any changes in leverage due to the $146 million draw on the revolver, and how ADI contributes to AAR’s commercial and defense customer base.

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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): September 25, 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 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.

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 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.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release issued by AAR CORP. on September 25, 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:  September 25, 2025

	AAR CORP.
	By:	/s/ Jessica A. Garascia
		Jessica A. Garascia
		Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

FAQ

What acquisition did AAR CORP. (AIR) announce on September 25, 2025?

AAR CORP. announced that it acquired American Distributors Holding Co., LLC, including ADI American Distributors, LLC and other subsidiaries, which are described as leading distributors of components and assemblies to commercial and defense customers.

How much did AAR CORP. pay to acquire ADI?

AAR CORP. acquired ADI for a cash purchase price of $146 million, subject to post-closing adjustments for working capital, cash, and debt.

How did AAR CORP. finance the $146 million ADI acquisition?

The $146 million cash purchase price for the ADI acquisition was funded using AAR CORP.’s existing revolving credit facility, indicating the company drew on its established credit line.

What markets does ADI serve after being acquired by AAR CORP. (AIR)?

ADI operates as a leading distributor of components and assemblies serving customers in both the commercial and defense markets, according to the disclosure.

Is the ADI acquisition information in AAR CORP.’s 8-K considered filed or furnished?

The press release attached as Exhibit 99.1 and the related disclosure under Item 7.01 are stated as furnished, not deemed “filed” for purposes of Section 18 of the Exchange Act, except where specifically incorporated by reference in another filing.

Where can investors find more detail about AAR CORP.’s ADI acquisition?

Further details are provided in the press release that AAR CORP. issued on September 25, 2025, which is attached as Exhibit 99.1 to the Form 8-K and incorporated by reference.