AAR Corp (NYSE: AIR) adds $150M to 6.750% senior notes due 2029

Rhea-AI Filing Summary

AAR CORP. has issued an additional $150,000,000 of its 6.750% Senior Notes due 2029, increasing its outstanding notes in this series to $700,000,000. These Additional Notes form a single series with the 6.750% Senior Notes originally issued on March 1, 2024 and carry the same core terms.

The new notes were priced at 102.000% of principal, plus accrued interest from March 15, 2025, for a yield to maturity of 6.119%. They bear interest at 6.750% per year, payable in cash on March 15 and September 15 of each year, starting September 15, 2025, and mature on March 15, 2029. The notes are unregistered under the Securities Act and may only be sold under applicable exemptions.

Insights

Credit and capital structure analyst

AAR adds $150 million in 6.750% notes maturing 2029.

AAR CORP. has issued an additional $150,000,000 of 6.750% Senior Notes due 2029, bringing this bond series to a total of $700,000,000. The new issuance shares the same indenture framework and terms as the existing 6.750% notes, so it effectively expands an established debt tranche rather than introducing a new structure.

The Additional Notes were priced at 102.000% of principal, plus accrued interest from March 15, 2025, implying a yield to maturity of 6.119% versus a 6.750% coupon. Interest is paid semiannually in cash on March 15 and September 15, starting September 15, 2025, with final maturity on March 15, 2029. The notes are not registered under the Securities Act and can only be offered or sold under applicable exemptions, so market access depends on qualified institutional and exempt transactions.

The filing documents this as a material definitive agreement and a direct financial obligation, signaling a clear increase in fixed-rate debt through 2029. Future disclosures may clarify how the proceeds fit into overall funding plans and how this additional coupon burden interacts with the company’s operating performance and refinancing strategy.

8-K Event Classification

4 items: 1.01, 2.03, 8.01, 9.01

4 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0000001750 0000001750 2025-08-11 2025-08-11 0000001750 us-gaap:CommonStockMember exch:XCHI 2025-08-11 2025-08-11 0000001750 us-gaap:CommonStockMember exch:XNYS 2025-08-11 2025-08-11 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): August 11, 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 1.01. Entry into a Material Definitive Agreement.

6.750% Senior Notes due 2029

On August 14, 2025, AAR CORP. (the “Company”), a Delaware corporation, issued $150,000,000 aggregate principal amount of its 6.750% Senior Notes due 2029 (the “Additional Notes”). The Additional Notes were issued pursuant to an existing indenture, dated as of March 1, 2024 (the “Base Indenture”), as supplemented by a First Supplemental Indenture, dated as of March 1, 2024 (the “First Supplemental Indenture”), and as further supplemented by the Second Supplemental Indenture, dated as of October 8, 2024 (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), among the Company, the guarantors named therein (the “Note Guarantors”) and Wilmington Trust, National Association (the “Trustee”). The Additional Notes are treated as a single series with the $550,000,000 aggregate principal amount of 6.750% Senior Notes due 2029 issued on March 1, 2024 under the Base Indenture and the First Supplemental Indenture (the “Existing Notes” and, together with the Additional Notes, the “Notes”) and have substantially the same terms as the Existing Notes. The Additional Notes were issued at a price of 102.000% of their principal amount, plus accrued and unpaid interest from March 15, 2025, for a yield to maturity of 6.119%.

The Additional Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

Interest and Maturity

The Additional Notes bear interest at a rate of 6.750% per annum, payable semiannually in cash in arrears on March 15 and September 15 of each year, commencing September 15, 2025. The Additional Notes will mature on March 15, 2029.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above in the Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 8.01. Other Events.

On August 11, 2025, the Company issued a press release announcing the launch of the offering of the Additional Notes. The text of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

On August 11, 2025, the Company issued a press release announcing the pricing of the Additional Notes. 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.

Exhibit No.		Description
4.1		Base Indenture, dated as of March 1, 2024, by and between the Company and the Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2024)
4.2		Form of 6.750% Senior Note due 2029 (included in Exhibit 4.1)
4.3		First Supplemental Indenture, dated as of March 1, 2024, by and among the Company, the Note Guarantors and the Trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2024)
4.4		Second Supplemental Indenture, dated as of October 8, 2024, by and among the Company, the Note Guarantors and the Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2024)
99.1		Press Release, dated August 11, 2025 (Launch)
99.2		Press Release, dated August 11, 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: August 14, 2025	/s/ Jessica A. Garascia
	Jessica A. Garascia
	Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

FAQ

What debt did AAR CORP. (AIR) issue in this 8-K?

AAR CORP. issued $150,000,000 aggregate principal amount of 6.750% Senior Notes due 2029, which are treated as part of the same series as its existing 6.750% Senior Notes first issued on March 1, 2024.

What are the interest rate and payment dates on AAR CORP.'s new 6.750% Senior Notes?

The Additional Notes bear interest at 6.750% per annum, payable in cash semiannually on March 15 and September 15 each year, starting on September 15, 2025.

When do AAR CORP.'s 6.750% Senior Notes issued in this filing mature?

The Additional 6.750% Senior Notes issued by AAR CORP. mature on March 15, 2029, matching the maturity of the existing notes in the same series.

At what price and yield did AAR CORP. price the Additional 2029 Senior Notes?

The Additional Notes were priced at 102.000% of their principal amount, plus accrued and unpaid interest from March 15, 2025, for a yield to maturity of 6.119%.

Are AAR CORP.'s newly issued 6.750% Senior Notes registered with the SEC?

No. The filing states the Additional Notes have not been and will not be registered under the Securities Act and may only be offered or sold under applicable registration exemptions.

How much total 6.750% Senior Notes due 2029 does AAR CORP. now have outstanding?

After this issuance of $150,000,000 Additional Notes, the series consists of a total of $700,000,000 aggregate principal amount of 6.750% Senior Notes due 2029.

What other disclosures did AAR CORP. make related to this notes offering?

AAR CORP. noted that it issued press releases on August 11, 2025 announcing the launch and pricing of the Additional Notes, which are included as Exhibits 99.1 and 99.2.