Aar Corp SEC Filings

AIR: A holder filed a Form 144 notice to sell up to 61,539 common shares, with an aggregate market value $5,166,814.44. The filing lists Morgan Stanley Smith Barney LLC as broker and indicates the shares may be sold on the NYSE with an approximate sale date of 11/05/2025.

The shares were acquired as Performance Stock Units on 07/18/2022 in the amount of 61,539. Shares outstanding were 36,112,491. The filing also notes a prior sale over the past three months: 10,000 shares on 08/07/2025 for $716,994.00.

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 (AIR) is offering 3,000,000 shares of common stock, with an underwriter option for an additional 450,000 shares. The prospectus cites the last reported NYSE sale price of $89.67 on September 30, 2025. Net proceeds are expected to be approximately $238.1 million (or $274.0 million if the option is exercised), which the company intends to use to repay borrowings under its $825 million revolving credit facility and for general corporate purposes, potentially including acquisitions. Following recent activity, the company had $330.0 million outstanding under the revolver as of August 31, 2025 and subsequently borrowed to fund the $146.0 million acquisition of ADI on September 25, 2025, resulting in approximately $625 million of borrowings outstanding after the September 15, 2025 borrowings. The offering would leave approximately 39,112,491 shares outstanding (39,562,491 if option exercised). The prospectus discloses recent divestiture activity (sale of Landing Gear Overhaul business) with a $71.1 million loss recognized and identifies customary risks including dilution, market volatility, conflicts of interest with lending underwriters, and no current dividend policy.

AAR CORP (NYSE: AIR) is offering 3,000,000 shares of common stock (3,450,000 if the underwriters exercise their 30-day option). The prospectus lists the last reported NYSE sale price of $87.90 per share on September 29, 2025. Net offering proceeds are intended primarily to repay borrowings under AAR's $825 million unsecured Revolving Credit Facility and for general corporate purposes, which may include future acquisitions.

The supplement discloses a recent acquisition: on September 25, 2025 AAR acquired ADI American Distributors for $146.0 million in cash, funded with borrowings under the Revolving Credit Facility borrowed September 15, 2025. ADI generated $149 million of revenue for the twelve months ended June 30, 2025 and has ~400 employees across six locations. The filing notes $330.0 million outstanding under the Revolving Credit Facility as of August 31, 2025 and subsequent borrowings that increased outstanding borrowings to $625 million following the ADI acquisition.

AAR CORP (NYSE: AIR) is offering 3,000,000 shares of common stock (3,450,000 if the underwriters exercise their 30-day option). The prospectus lists the last reported NYSE sale price of $87.90 per share on September 29, 2025. Net offering proceeds are intended primarily to repay borrowings under AAR's $825 million unsecured Revolving Credit Facility and for general corporate purposes, which may include future acquisitions.

The supplement discloses a recent acquisition: on September 25, 2025 AAR acquired ADI American Distributors for $146.0 million in cash, funded with borrowings under the Revolving Credit Facility borrowed September 15, 2025. ADI generated $149 million of revenue for the twelve months ended June 30, 2025 and has ~400 employees across six locations. The filing notes $330.0 million outstanding under the Revolving Credit Facility as of August 31, 2025 and subsequent borrowings that increased outstanding borrowings to $625 million following the ADI acquisition.

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 (AIR) reports multiple M&A and financing updates and operational items in this quarterly filing. The company completed acquisitions including Aerostrat for $15.0 million plus up to $5.0 million contingent consideration and Trax for $120.0 million plus up to $20.0 million contingent consideration. Post-closing adjustments reduced one purchase price by $2.9 million, and a $2.1 million gain was recognized related to a shareholder loan and associated transition services.

The company amended its Revolving Credit Facility to increase availability to $825.0 million from $620.0 million, updated covenant leverage thresholds and added higher pricing tiers that raise interest margins if adjusted total debt to EBITDA exceeds 3.75:1.00. Other items disclosed include an ASU on income tax disclosure expected to affect only disclosures, receivables sold under a Purchase Agreement with $49.2 million and $50.9 million of receivables referenced, restricted cash of $3.3 million and $7.4 million collected but not remitted, various charges and reserves (including a $7.8 million revenue reduction and $2.5 million repair reserves), and a CEO 10b5-1 plan to potentially sell up to 61,539 shares between November 5, 2025 and February 2, 2026.

AAR Corp (AIR) reports multiple M&A and financing updates and operational items in this quarterly filing. The company completed acquisitions including Aerostrat for $15.0 million plus up to $5.0 million contingent consideration and Trax for $120.0 million plus up to $20.0 million contingent consideration. Post-closing adjustments reduced one purchase price by $2.9 million, and a $2.1 million gain was recognized related to a shareholder loan and associated transition services.

The company amended its Revolving Credit Facility to increase availability to $825.0 million from $620.0 million, updated covenant leverage thresholds and added higher pricing tiers that raise interest margins if adjusted total debt to EBITDA exceeds 3.75:1.00. Other items disclosed include an ASU on income tax disclosure expected to affect only disclosures, receivables sold under a Purchase Agreement with $49.2 million and $50.9 million of receivables referenced, restricted cash of $3.3 million and $7.4 million collected but not remitted, various charges and reserves (including a $7.8 million revenue reduction and $2.5 million repair reserves), and a CEO 10b5-1 plan to potentially sell up to 61,539 shares between November 5, 2025 and February 2, 2026.

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. 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. 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.