[8-K] Volcon, Inc. Common stock Reports Material Event

Rhea-AI Filing Summary

AAR Corp. (FY ended 31 May 2025) reported strong top-line momentum. Consolidated sales rose $461.6 M, or 19.9%, driven mainly by commercial demand and the late-FY24 Product Support acquisition. Commercial revenue grew $338.2 M (+20.6%); government revenue increased $123.4 M (+18.1%). Segment mix: Parts Supply 40% of sales, Repair & Engineering 32%, Integrated Solutions 25%, Expeditionary Services 3%.

Key portfolio moves included the sale of the Landing Gear Overhaul business to GA Telesis for $48 M, producing a $71.1 M divestiture loss, and a $2.1 M gain on exit of an Indian MRO JV. Integration of FY24’s Product Support buy and FY23’s Trax software investment is yielding cost synergies and digital upselling opportunities.

Growth pipeline: new multi-year distribution deals (Unison, Chromalloy, Ontic), an extended FTAI Aviation USM agreement (CFM56 through 2030) and two U.S. Navy P-8A support contracts. Firm backlog stands at $537.2 M (≈75% recognizable in FY26). Airframe MRO capacity is expanding via 114 k sq ft Miami and 80 k sq ft Oklahoma City hangars, targeted for service within 12-18 months (Miami slightly delayed by permitting).

Government exposure remains meaningful: U.S. government agencies and contractors accounted for $687.6 M, 24.7% of revenue. Shares outstanding on 30 Jun 2025 were 35.85 M; non-affiliate market value was ~$2.43 B (11 Nov 2024 close). Workforce totals 5,600 employees and 500 contractors.

Positive

• Sales up 19.9% year-on-year, outpacing industry recovery.
• $537.2 M firm backlog with high near-term conversion.
• Multiple new long-term distribution and Navy contracts extend revenue visibility.
• Integration of Product Support and Trax acquisitions delivering synergies and digital capabilities.
• Airframe MRO capacity expansions in Miami and Oklahoma City support future growth.

Negative

• $71.1 M loss on Landing Gear Overhaul divestiture impacts FY25 earnings quality.
• Miami hangar expansion experiencing permitting delays, pushing out capacity addition.
• Continued reliance on U.S. government spending (25% of sales) exposes company to budget risk.

Insights

Equity Research Analyst

TL;DR – 19.9% sales surge, contract wins, but divestiture charge trims bottom-line quality.

Revenue acceleration confirms robust aftermarket cycle and successful Product Support integration. Distribution contracts and Navy awards broaden multi-year visibility, while a $537 M backlog supports FY26 growth. However, the $71 M write-down on Landing Gear Overhaul masks underlying EBIT leverage and underscores execution risk in portfolio pruning. Facility expansions should lift long-run capacity but near-term capex and Miami delays warrant monitoring. Overall, qualitative tone remains positive with balanced risk.

Government Contracting Specialist

TL;DR – Stable federal exposure; budget shifts remain a watch-item.

U.S. government revenue rose 19% to $688 M, buoyed by P-8A contracts and DoD logistics work. Contract structure (multi-year ID/IQ, performance-based) offers predictability, yet future appropriations or State-Department cuts could compress volumes. Backlog conversion (75% within 12 months) provides near-term cushion. No compliance red flags noted; continued large-accelerated-filer status suggests strong reporting discipline.

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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): July 21, 2025 (July 17, 2025)

__________________________

Volcon, Inc.

(Exact Name of Registrant as Specified in its Charter)

__________________________

Delaware	001-40867	84-4882689
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

3121 Eagles Nest Street, Suite 120

Round Rock, TX 78665

(Address of principal executive offices and zip code)

(512) 400-4271

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

☐ 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-14(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, par value $0.00001 per share		VLCN		NASDAQ

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 July 21, 2025, Volcon, Inc. (the “Company”) issued a press release announcing the closing of the previously announced private placements with certain accredited and institutional investors, pursuant to which the Company issued an aggregate of 44,414,189 shares of common stock of the Company, par value $0.00001 per share (the “Common Stock”) and pre-funded warrants (“Pre-Funded Warrants”) to purchase up to an aggregate of 5,728,662 shares of Common Stock. The Company received aggregate gross proceeds of approximately $501 million, before deducting placement agent fees and other transaction expenses.

The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Information.

As previously reported by the Company, following a June 24, 2025, hearing with a Hearings Panel (the “Panel”) of The Nasdaq Stock Market LLC (“Nasdaq”), the Panel issued its determination, indicating that the Company shall demonstrate compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) by exhibiting a closing bid price at or above $1 for twenty consecutive trading sessions; and if the Company became deficient with the Bid Price Rule prior to November 10, 2025, the Company would be delisted.

On July 17, 2025, the Company received a letter from the Office of the General Counsel of Nasdaq confirming that the Company had regained compliance with the Bid Price Rule. The letter noted that the Panel will retain jurisdiction over the Company until November 10, 2025, during which time the Company must remain in compliance with the Big Price Rule in order to remain listed on the Nasdaq Capital Market.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated July 21, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules, exhibits and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K and portions of this exhibit have been redacted pursuant to Item 601(b)(2) of Regulation S-K. The Company will provide a copy of such omitted materials to the Securities and Exchange Commission or its staff upon request.

2

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VOLCON, INC.
Date: July 21, 2025	/s/ Greg Endo
	Greg Endo Chief Financial Officer

3

FAQ

How much did AAR Corp.'s (AIR) revenue grow in fiscal 2025?

Consolidated sales increased by $461.6 million, or 19.9% versus fiscal 2024.

What impact did the Landing Gear Overhaul divestiture have on AIR's results?

The sale generated $48 million in proceeds but led to a $71.1 million loss, including $14.6 million of goodwill.

What is AIR's current backlog and when will it convert to revenue?

Firm backlog is $537.2 million; management expects about 75% to be recognized in fiscal 2026.

Which segments contributed most to AIR's fiscal-year sales?

Parts Supply accounted for 40%, Repair & Engineering 32%, Integrated Solutions 25%, and Expeditionary Services 3%.

What facility expansions are underway at AIR?

New airframe MRO hangars—114 k sq ft in Miami and 80 k sq ft in Oklahoma City—are slated to open within 12-18 months.