AAR Corp. 8-K Filings

AAR CORP. (AIR) reported fiscal 2027 first-quarter sales of $918.0 million, up 24% from a year earlier. Net income was $40.1 million, compared with $34.4 million, and diluted earnings per share were $1.00 versus $0.95. Adjusted diluted EPS was $1.49, compared with $1.08; adjusted EBITDA was $116.5 million, up 34%, and adjusted EBITDA margin was 12.7%, versus 11.7%. Organic sales growth was 10.8%. Reported operating margin was 7.9%, compared with 8.8%, while adjusted operating margin was 10.6%, compared with 9.7%.

Operating cash flow was $55.8 million provided, compared with $44.9 million used in the prior-year quarter. As of August 31, 2026, net debt was $780.5 million and net leverage was 1.81x. AAR entered a definitive agreement to acquire a 65% controlling interest in MRO Holdings. Second-quarter FY2027 guidance is 14%–16% sales growth and a 13.0%–13.4% adjusted EBITDA margin, excluding Legacy Commercial Programs; the guidance excludes any impact of the MRO Holdings acquisition. Full-year sales growth guidance, also excluding Legacy Commercial Programs, is low teens.

AAR CORP (symbol: AIR) is the issuer of record for a Form 8-K filing submitted to the SEC. AAR CORP. stockholders approved the AAR CORP. 2026 Stock Plan at the September 23, 2026 annual meeting. The plan permits discretionary grants of stock options, stock awards, stock unit awards, stock appreciation rights, and other stock-based and cash-based awards to employees, non-employee directors, and certain other eligible service providers. It received 33,805,637 votes for and 1,984,579 against.

Stockholders elected Class III director nominees John W. Dietrich, Robert F. Leduc, and Peter Pace to three-year terms expiring at the 2029 annual meeting, approved the advisory proposal on Fiscal Year 2026 executive compensation, and ratified KPMG LLP as independent registered public accounting firm for the fiscal year ending May 31, 2027. A total of 37,391,244 shares were present, approximately 93% of the 40,258,840 shares outstanding and entitled to vote.

AAR CORP. approved a special long-term performance incentive for Chairman, Chief Executive Officer and President John M. Holmes consisting of 161,500 shares of performance-based restricted stock, with a targeted grant-date fair value of approximately $15 million under its 2013 Stock Plan.

The award cliff vests on July 31, 2031 only if the 30-day volume weighted average share price reaches stock price hurdles of $175, $200 and $250, each unlocking one-third of the shares. These hurdles reflect premiums of 35%, 54% and 93% over the $129.47 grant-date closing price and are described as potentially creating more than $4.5 billion in stockholder value if fully achieved. Limited vesting may occur upon certain termination or change-in-control events, but only to the extent the corresponding price hurdles have been met.

AAR CORP. reported strong fourth-quarter and fiscal 2026 results for the period ended May 31, 2026. Q4 sales rose 23% to $928.0 million, with commercial revenue up 31% and representing 73% of total sales. Q4 net income was $50.7 million, or $1.27 per diluted share, while adjusted diluted EPS increased 32% to $1.53. Adjusted EBITDA grew 27% to $115.8 million, with margin edging up to 12.5%.

For fiscal 2026, sales increased 19% to $3.31 billion, driven mainly by Parts Supply and the HAECO Americas acquisition. Net income jumped to $187.7 million (diluted EPS $4.86), compared with $12.5 million in 2025, which included $115.0 million of after-tax charges tied to a Landing Gear Overhaul sale and an FCPA settlement. Adjusted diluted EPS rose to $5.05 from $3.91, while adjusted operating margin improved to 10.2% and adjusted EBITDA to $401.1 million with a 12.1% margin.

Cash flow from operations was $98.7 million for the year, with adjusted operating cash flow of $94.3 million. Net debt was $816.0 million, and net leverage declined to 2.03x, within the stated 2.0x–2.5x target range. Management highlighted multi-year adjusted EBITDA growth of 37% CAGR and announced plans to wind down Legacy Commercial Programs while focusing on Parts Supply, Repair, Engineering and Software, and Government Solutions. Guidance for Q1 fiscal 2027 calls for sales growth (excluding Legacy Commercial Programs) of 21%–23% and adjusted EBITDA margin of 12.25%–12.75%, with full-year 2027 sales growth expected in the low double-digits to low teens.

AAR CORP. furnished an Investor Day presentation outlining its strategy, segment realignment, and financial framework. For the twelve months ended Q3 FY26, adjusted sales were $3.116 billion, adjusted EBITDA was $376 million with a 12.1% margin, and adjusted EPS reached $4.67.

The company highlights three core segments: Parts Supply, Repair, Engineering & Software, and Government Solutions, each showing year-over-year growth and double‑digit adjusted EBITDA margins. For Q4 FY26, AAR targets total adjusted sales growth of 19–21%, organic adjusted sales growth of 16–18%, and an adjusted operating margin of 10.2–10.5% with an estimated tax rate of 28%.

Looking ahead, AAR’s three‑year financial framework calls for adjusted sales CAGR of 6–10%, adjusted EBITDA margin of at least 13%, adjusted EPS CAGR of about 15%, and operating cash flow of roughly 30%+ of adjusted EBIT, supported by portfolio reshaping and disciplined M&A.

AAR CORP. is reorganizing its business into four operating segments and plans to wind down its Legacy Commercial Programs unit over roughly three to four years.

The new segments are Parts Supply; Repair, Engineering, and Software; Government Solutions; and Legacy Commercial Programs. For the twelve months ended February 28, 2026, Legacy Commercial Programs generated $252.4 million in sales, a GAAP operating loss of $0.2 million, and adjusted operating income of $5.0 million, with net assets of about $160 million as of that date. Management states the business requires significant asset pools and no longer meets capital return thresholds. AAR expects periodic gains as it divests related assets and plans to redeploy employees to other growth areas. The company’s fiscal 2026 guidance and consolidated financial statements remain unchanged, and historical results are recast to the new structure for comparability.

AAR CORP. completed its previously announced acquisition of Aircraft Reconfig Technologies LLC (ART) from ZIM Aircraft Cabin Solutions for $35 million in cash, subject to post-closing working capital, cash, and debt adjustments. The deal closed through AAR’s wholly owned subsidiary, AAR Aircraft Services, Inc.

The acquisition adds ART’s specialized engineering for passenger aircraft reconfiguration and brings FAA Organization Designation Authorization (ODA) into AAR’s Engineering Services. With ODA, AAR can issue its own supplemental type certificates (STCs) and Parts Manufacturer Approval (PMA), expanding its cabin interior design, manufacturing, and certification capabilities for global airline and OEM customers.

AAR CORP. reported a very strong third quarter of fiscal 2026, with consolidated sales rising 25% to $845.1M and adjusted EBITDA up 26% to $102.1M, reflecting broad-based growth across its aviation aftermarket businesses. Parts Supply sales grew 45%, supported by 36% organic growth in new parts Distribution and 55% organic growth in sales to government customers. Repair & Engineering sales increased 23%, while Integrated Solutions grew 3% with higher-margin mix.

The company swung to net income of $68.0M, or $1.71 per diluted share, from a prior-year net loss, with adjusted diluted EPS up 26% to $1.25. Adjusted operating margin improved to 10.2%, helped by scale and mix into higher-margin offerings, even as GAAP operating margin was 7.8% after a large bargain purchase gain and building sale gain. Cash flow from operations strengthened to $74.7M, allowing AAR to reduce net debt to $816.5M and net leverage to 2.17x.

Management raised full-year FY2026 guidance, now targeting total sales growth of about 19% and organic sales growth of about 12%. For the fourth quarter, AAR expects total sales growth of 19–21%, organic growth of 6–8%, and adjusted operating margin between 10.2% and 10.5%, underscoring confidence in continued profitable expansion.

AAR CORP. has appointed Dylan Wolin as Senior Vice President and Chief Financial Officer, effective February 23, 2026, succeeding interim CFO Sarah Flanagan, who will return to her role as Vice President, Financial Operations.

For the fiscal year ending May 31, 2026, Wolin will receive a pro-rated annual base salary of $500,000, a $300,000 sign-on bonus subject to one-year clawback conditions, and participation in the Fiscal 2026 short-term incentive plan with threshold, target, and maximum cash bonus opportunities equal to 50%, 100%, and 200% of his pro-rated base salary, respectively.

He will also receive time-based restricted stock awards valued at $840,000 to replace equity forfeited at his prior employer, vesting over three years, and will enter into severance, change in control, and indemnification agreements consistent with other executives. In the accompanying press release, AAR reaffirmed its previously issued guidance for its third fiscal quarter and full fiscal year.

AAR CORP. filed an amendment to detail new equity compensation for Sarah L. Flanagan, who is serving as Interim Chief Financial Officer and Vice President, Financial Operations. Effective January 22, 2026, the board’s Human Capital and Compensation Committee approved an increase to her Fiscal 2026 long-term incentive award via additional equity grants totaling approximately $500,000, based on the stock price at the Grant Date.

The added awards are structured as 60% performance-based restricted stock, 20% time-based restricted stock, and 20% stock options, all using a grant date fair value or exercise price of $107.74 per share. Both the performance-based and time-based restricted stock vest in full on the third anniversary of the Grant Date, while the options vest in three equal annual installments. Performance shares use the same performance measures and three-fiscal-year period ending May 31, 2028 as other Fiscal 2026 executive awards. Her base salary, annual bonus opportunity, and overall long-term incentive opportunity remain unchanged.

AAR CORP. furnished an update on its performance by issuing a press release and supplemental slide presentation covering its financial results for the second quarter ended November 30, 2025. These materials are provided as Exhibits 99.1 and 99.2 to this report on Form 8-K.

The company notes that the information provided under Item 2.02 and the attached exhibits is being furnished rather than filed, which means it is not subject to certain liability provisions of the Securities Exchange Act. The report is signed on behalf of AAR CORP. by Interim Chief Financial Officer and Vice President of Financial Operations, Sarah L. Flanagan, as the principal financial officer.

AAR CORP. announced that its wholly owned subsidiary, AAR Aircraft Services, Inc., has entered into a definitive agreement to acquire Aircraft Reconfig Technologies LLC, described as a leading aircraft interiors engineering company. The seller is ZIM Aircraft Cabin Solutions LLC.

The agreed purchase price is $35 million in cash, subject to customary post-closing adjustments for working capital, cash, and debt. AAR also furnished a press release about the transaction as Exhibit 99.1 under Regulation FD, and this information is furnished rather than filed under the Exchange Act.

AAR CORP. announced that Senior Vice President and Chief Financial Officer Sean M. Gillen has decided to resign, effective December 11, 2025, to pursue another professional opportunity outside the company’s industry. The company states that his departure is not due to any disagreement regarding operations, policies, practices, or financial reporting.

Vice President, Financial Operations Sarah L. Flanagan, who has held senior finance roles at AAR since 2012 and previously worked at Honeywell International and PricewaterhouseCoopers, will become Interim Chief Financial Officer as of the same effective date. Gillen will remain with AAR through December 19, 2025 to support a smooth transition, and the company has disclosed that there are no family relationships or related-party transactions connected to Flanagan’s appointment.

AAR CORP. (AIR) furnished an investor presentation on its website in connection with the Baird Global Industrial Conference held in Chicago on November 13, 2025. The deck is included as Exhibit 99.1 to a Form 8-K.

The company states the materials are being furnished, not filed, and therefore are not subject to Section 18 liability and are not incorporated by reference under the Securities Act or Exchange Act, except as specifically stated in future filings.

AAR CORP. (AIR) acquired HAECO Americas, LLC and HAECO Airframe Services, LLC for $80 million in cash. The purchase price is subject to customary post-closing adjustments for working capital, cash, and debt, and was funded through the Company’s existing revolving credit facility. HAECO Americas provides heavy aircraft maintenance, repair, overhaul, and engineering services at facilities in Greensboro, North Carolina, and Lake City, Florida.

AAR CORP. (AIR) filed an 8-K disclosing an underwriting agreement for a securities offering, with the agreement dated September 30, 2025 and Goldman Sachs & Co. LLC named as representative of the underwriters. The filing includes a legal opinion and consent from Latham & Watkins LLP dated October 2, 2025, plus two press releases dated September 30, 2025 labeled "Launch" and "Pricing." The document is signed by Jessica A. Garascia in her role as Senior Vice President and General Counsel. These exhibits indicate the company completed underwriting documentation and public communications tied to a securities transaction on the dates shown.

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.

AAR CORP. reported its financial results for the first quarter ended August 31, 2025 and made them available through a press release and a supplemental slide presentation. These materials, dated September 23, 2025, are included as Exhibit 99.1 and Exhibit 99.2 and provide details on the company’s quarterly performance. The information is furnished under the rules for current reports and is not treated as filed for liability purposes unless specifically incorporated into another SEC filing.

AAR CORP. filed an amended current report to update a prior disclosure about its board composition. The company previously reported the appointment of Hema Widhani to its Board of Directors without any committee roles. On September 16, 2025, the Board appointed Ms. Widhani to the Audit Committee and the Nominating and Governance Committee, effective immediately. This change strengthens her involvement in financial oversight and corporate governance at the company.

AAR CORP. reported results from its 2025 annual meeting of stockholders held on September 16, 2025. Stockholders representing 33,426,008 shares, about 93% of the 35,964,153 shares outstanding and entitled to vote, were present in person or by proxy.

Stockholders elected three Class II directors to three-year terms expiring at the 2028 annual meeting. John M. Holmes received 30,566,655 votes for, Ellen M. Lord received 29,716,379 votes for, and Jeffrey N. Edwards received 26,071,385 votes for, each with additional votes against, abstentions, and broker non-votes reported.

Stockholders approved, on an advisory basis, the Company’s Fiscal 2025 executive compensation, with 29,810,339 votes for and 1,925,382 against, and ratified the appointment of KPMG LLP as independent registered public accounting firm for the fiscal year ending May 31, 2026, with 32,519,666 votes for and 900,923 against.

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.