AIR / AAR Corp. - SEC-Einreichungen, Jahresbericht, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report AAR CORP. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation or organization) One AAR Place, 1100 N. Wood Dale Road, Wood Dale, Illinois 60191 (Address of

AAR CORP. Conflict Minerals Report For the Calendar Year Ended December 31, 2025

Exhibit 1.01 AAR CORP. Conflict Minerals Report For the Calendar Year Ended December 31, 2025 AAR CORP. has prepared this Conflict Minerals Report (“CMR”) for the calendar year ended December 31, 2025 to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and the disclosure requirements of Form SD (collectively, the “Rule”). The Rule was adopted by the Securities and Exch

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): May 12, 2026 AAR CORP. (Exact nam

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): May 12, 2026 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation ) (Commission File N

© 2 0 2 6 AA R CO R P . A ll ri gh t s r e s e rv e d w o r l d w ide I n v e s t or Day | May 1 2 , 2 0 2 6

Exhibit 99.1 © 2 0 2 6 AA R CO R P . A ll ri gh t s r e s e rv e d w o r l d w ide I n v e s t or Day | May 1 2 , 2 0 2 6 F o r w a r d - L o o k i ng Sta t em e nts N o t e : A l l r e s u l t s an d e x p e c t ati o n s i n t h e pr e s e n t ati o n r ef l e c t co n t i n uin g o p e rati o n s u n l e s s o t h e rwi s e n o t e d . T h i s pr e s e n t ati o n c o n t a i n s c e r t a i n

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): May 6, 2026 AAR CORP. (Exact name

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): May 6, 2026 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation ) (Commission File Nu

AAR CORP. Unaudited Summary GAAP Financial Information

Exhibit 99.1 AAR CORP. Unaudited Summary GAAP Financial Information Dollars in millions Three months ended August 31, 2024 November 30, 2024 February 28, 2025 May 31, 2025 Third-Party Sales: Parts Supply $ 249.7 $ 273.7 $ 270.7 $ 305.5 Repair, Engineering, and Software 229.3 240.3 228.7 232.7 Government Solutions 121.4 110.9 121.6 141.5 Legacy Commercial Programs 61.3 61.2 57.2 74.8 $ 661.7 $ 686.

AAR CORP. Segment Realignment May 6, 2026

Exhibit 99.3 AAR CORP. Segment Realignment May 6, 2026 Note : All results and expectations in the presentation reflect continuing operations unless otherwise noted . This presentation may contain certain statements relating to future results, which are forward - looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 , reflecting management’s expectations

AAR announces segment realignment and wind-down of Commercial Programs business

Exhibit 99.2 FOR IMMEDIATE RELEASE May 6, 2026 Contact: Chris Tillett – Investor Relations +1-630-227-5830 [email protected] AAR announces segment realignment and wind-down of Commercial Programs business Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced today that beginning with the fourth qua

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): April 24, 2026 AAR CORP. (Exact n

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): April 24, 2026 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation ) (Commission File

AAR completes acquisition of Aircraft Reconfig Technologies

Exhibit 99.1 FOR IMMEDIATE RELEASE April 24, 2026 Contact: Media Team +1-630-227-5100 [email protected] AAR completes acquisition of Aircraft Reconfig Technologies The acquisition immediately expands AAR’s engineering and certification capabilities Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, today ann

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 28, 2026 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-6263 AA

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): March 24, 2026 AAR CORP. (Exact n

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): March 24, 2026 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation ) (Commission File

Third Quarter Fiscal Year 2026 Earnings Call March 24, 2026

Exhibit 99.2 Third Quarter Fiscal Year 2026 Earnings Call March 24, 2026 Note : All results and expectations in the presentation reflect continuing operations unless otherwise noted . This presentation contain s certain statements relating to future results, which are forward - looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 , which reflect manage

AAR reports third quarter fiscal year 2026 results

Exhibit 99.1 AAR reports third quarter fiscal year 2026 results Wood Dale, Illinois, March 24, 2026 — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, reported today financial results for the fiscal year 2026 third quarter ended February 28, 2026. THIRD QUARTER FISCAL YEAR 2026 HIGHLIGHTS (As compared to Q3 FY2025) · Sales of $8

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2

Common Stock, $1.00 par value AIR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 1, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other juri

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-6263 AA

AAR reports second quarter fiscal year 2026 results

Exhibit 99.1 AAR reports second quarter fiscal year 2026 results Wood Dale, Illinois, January 6, 2026 — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, reported today financial results for the fiscal year 2026 second quarter ended November 30, 2025. SECOND QUARTER FISCAL YEAR 2026 HIGHLIGHTS (As compared to Q2 FY2025) · Sales o

© 2026 AAR CORP. All rights reserved worldwide. 1 Second Quarter Fiscal Year 2026 Earnings Call January 6, 2026

Exhibit 99.2 © 2026 AAR CORP. All rights reserved worldwide. 1 Second Quarter Fiscal Year 2026 Earnings Call January 6, 2026 © 2026 AAR CORP. All rights reserved worldwide. 2 Note : All results and expectations in the presentation reflect continuing operations unless otherwise noted . This presentation contains certain statements relating to future results, which are forward - looking statements a

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): January 6, 2026 AAR CORP. (Exact

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): January 6, 2026 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation ) (Commission Fil

AAR to acquire Aircraft Reconfig Technologies, expanding its engineering and certification capabilities and creating additional revenue streams The acquisition continues AAR’s accelerated growth strategy through M&A

Exhibit 99.1 FOR IMMEDIATE RELEASE December 17, 2025 Contact: Media Team +1-630-227-5100 [email protected] AAR to acquire Aircraft Reconfig Technologies, expanding its engineering and certification capabilities and creating additional revenue streams The acquisition continues AAR’s accelerated growth strategy through M&A Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation

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): December 17, 2025 AAR CORP. (Exac

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): December 17, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation ) (Commission F

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): December 1, 2025 AAR CORP. (Exact

Common Stock, $1.00 par value AIR NYSE Texas [Member] 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): December 1, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other juri

AAR announces Chief Financial Officer transition

Exhibit 99.1 FOR IMMEDIATE RELEASE December 4, 2025 Contact Investor Relations +1-630-227-5830 [email protected] AAR announces Chief Financial Officer transition Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced that Sarah Flanagan has been named the Company’s Interim Chief Financial Officer, e

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): November 13, 2025 AAR CORP. (Exac

Common Stock, $1.00 par value AIR NYSE Texas [Member] 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): November 13, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jur

Investor Presentation November 2025

Exhibit 99.1 Investor Presentation November 2025 © 2025 AAR CORP. All rights reserved worldwide 2 Forward - looking Statements Note : All results and expectations in the presentation reflect continuing operations unless otherwise noted . This presentation contains certain statements relating to future results, which are forward - looking statements as that term is defined in the Private Securities

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): November 3, 2025 AAR CORP. (Exact

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): November 3, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation ) (Commission Fi

AAR acquires HAECO Americas and signs multi-year contracts with key customers, extending North American MRO leadership The acquisition expands AAR’s heavy maintenance footprint and accelerates the Company’s strategic objective to grow its Repair & En

Exhibit 99.1 FOR IMMEDIATE RELEASE November 3, 2025 Contact: Media Team +1-630-227-5100 [email protected] AAR acquires HAECO Americas and signs multi-year contracts with key customers, extending North American MRO leadership The acquisition expands AAR’s heavy maintenance footprint and accelerates the Company’s strategic objective to grow its Repair & Engineering segment Related to the transactio

AAR announces pricing of public offering of 3,000,000 shares of common stock

Exhibit 99.2 September 30, 2025 AAR announces pricing of public offering of 3,000,000 shares of common stock Wood Dale, Illinois — AAR CORP. (“AAR” or the “Company”) (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced today the pricing of an underwritten registered public offering of 3,000,000 shares of its common stock at a public

AAR CORP. (a Delaware corporation) 3,000,000 Shares of Common Stock ($1.00 par value per share) UNDERWRITING AGREEMENT

Exhibit 1.1 AAR CORP. (a Delaware corporation) 3,000,000 Shares of Common Stock ($1.00 par value per share) UNDERWRITING AGREEMENT Dated: September 30, 2025 Execution Version AAR CORP. (a Delaware corporation) 3,000,000 Shares of Common Stock UNDERWRITING AGREEMENT September 30, 2025 Goldman Sachs & Co. LLC as Representative of the several Underwriters c/o Goldman Sachs & Co. LLC 200 West Street N

AAR announces public offering of 3,000,000 shares of common stock

Exhibit 99.1 September 30, 2025 AAR announces public offering of 3,000,000 shares of common stock Wood Dale, Illinois — AAR CORP. (“AAR” or the “Company”) (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced today that it has commenced an underwritten registered public offering of 3,000,000 shares of its common stock. In addition, t

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 30, 2025 AAR CORP. (Exa

Common Stock, $1.00 par value AIR NYSE Texas [Member] 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 30, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other ju

3,000,000 Shares Common Stock

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(5)  Registration Statement No. 333-273312 Prospectus Supplement (To Prospectus dated July 18, 2023) 3,000,000 Shares Common Stock We are offering 3,000,000 shares of our common stock. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “AIR.” On September 30, 2025, the last reported sale price of our common stock as r

Security Type

Calculation of Filing Fee Tables S-3 AAR CORP Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock, par value $1.

Subject to Completion, dated September 30, 2025

TABLE OF CONTENTS The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed.

AAR acquires leading parts distributor ADI American Distributors ADI expands AAR’s fast growing new parts Distribution and accelerates the Company’s strategy to expand market share

Exhibit 99.1 FOR IMMEDIATE RELEASE September 25, 2025 Contact: Media Team +1-630-227-5100 [email protected] AAR acquires leading parts distributor ADI American Distributors ADI expands AAR’s fast growing new parts Distribution and accelerates the Company’s strategy to expand market share Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and governm

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. (Exa

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

AAR reports first quarter fiscal year 2026 results

Exhibit 99.1 AAR reports first quarter fiscal year 2026 results Wood Dale, Illinois, September 23, 2025 — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, reported today financial results for the fiscal year 2026 first quarter ended August 31, 2025. FIRST QUARTER FISCAL YEAR 2026 HIGHLIGHTS (As compared to Q1 FY2025) · Sales of

© 2025 AAR CORP. All rights reserved worldwide. 1 First Quarter Fiscal Year 2026 Earnings Call September 23, 2025

Exhibit 99.2 © 2025 AAR CORP. All rights reserved worldwide. 1 First Quarter Fiscal Year 2026 Earnings Call September 23, 2025 © 2025 AAR CORP. All rights reserved worldwide. 2 Note : All results and expectations in the presentation reflect continuing operations unless otherwise noted . This presentation contain s certain statements relating to future results, which are forward - looking statement

AAR CORP. Restricted Stock Agreement (“Agreement”)

Exhibit 10.3 Fiscal 2026 Form AAR CORP. Restricted Stock Agreement (“Agreement”) Subject to the provisions of the AAR CORP. 2013 Stock Plan as amended and restated July 13, 2020 (reflecting amendments since July 13, 2020) and the Long-Term Incentive Plan for Fiscal 2026 (together, the “Plan”), the terms of which are hereby incorporated by reference, and in consideration of the agreements of the Gr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended August 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-6263 AAR

AAR CORP. Performance Restricted Stock Agreement (“Agreement”)

Exhibit 10.4 Fiscal 2026 Form AAR CORP. Performance Restricted Stock Agreement (“Agreement”) Subject to the provisions of the AAR CORP. 2013 Stock Plan as amended and restated effective July 13, 2020 (reflecting amendments since July 13, 2020) and the Long-Term Incentive Plan for Fiscal 2026 (together, the “Plan”), the terms of which are hereby incorporated by reference, and in consideration of th

AAR CORP. Fiscal 2026 Short-Term Incentive Plan

Exhibit 10.1 AAR CORP. Fiscal 2026 Short-Term Incentive Plan 1. Purpose. The purpose of the AAR CORP. 2026 Short-Term Incentive Plan (“STIP”) is to provide an incentive for selected senior executives of AAR CORP. (the “Company”) and its subsidiaries to achieve the Company’s short-term performance goals by providing them with an annual cash incentive payment based on the financial and operating suc

AAR CORP. Non-Qualified Stock Option Agreement

Exhibit 10.2 Fiscal 2026 Form AAR CORP. Non-Qualified Stock Option Agreement (“Agreement”) Subject to the provisions set forth herein and the terms and conditions of the AAR CORP. 2013 Stock Plan as amended and restated effective July 13, 2020 (reflecting amendments since July 13, 2020) and the Long-Term Incentive Plan for Fiscal 2026 (together, the “Plan”), the terms of which are hereby incorpora

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 23, 2025 AAR CORP. (Exa

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 23, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 202

Common Stock, $1.00 par value AIR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisd

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 16, 2025 AAR CORP. (Exa

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 16, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation ) (Commission

AAR Prices Add-On Offering of $150 Million of Senior Notes Due 2029

Exhibit 99.1 AAR Prices Add-On Offering of $150 Million of Senior Notes Due 2029 Wood Dale, Illinois, August 11, 2025 – AAR CORP. (“AAR” or the “Company”) (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs and OEMs, announced today that it has successfully priced its offering of $150 million aggregate principal amount of 6.750% senior notes due 2029 (

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

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 incorpora

AAR announces proposed add-on offering of $150 million of 6.750% senior notes due 2029

Exhibit 99.2 AAR announces proposed add-on offering of $150 million of 6.750% senior notes due 2029 Wood Dale, Illinois, August 11, 2025 – AAR CORP. (“AAR” or the “Company”) (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs and OEMs, announced today that it intends to offer, subject to market conditions and other factors, $150 million aggregate princ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS   UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

ARS

70 years of Doing It Right ® 2025 Annual ReportDear fellow shareholders, Fiscal Year 2025 marked our 70-year anniversary.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2025 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-6263 AAR C

Form of Fiscal 2026 Director Restricted Stock Agreement (filed herewith)

Exhibit 10.43 Fiscal 2026 Form AAR CORP. Director Restricted Stock Agreement (the “Agreement”) Subject to the provisions of the AAR CORP. 2013 Stock Plan, as Amended and Restated Effective July 13, 2020 (as amended since July 13, 2020) (the “Plan”), the terms of which are hereby incorporated by reference herein, and in consideration of the agreements of the Grantee herein provided, AAR CORP. a Del

Subsidiaries of AAR CORP. (filed herewith)

Exhibit 21.1 AAR CORP. Subsidiaries, Affiliated Companies, and Joint Ventures Name(1) Place of Incorporation Ownership %(2) AAR CORP. (3) Delaware AAR Aircraft & Engine Sales & Leasing, Inc. (4) Illinois AAR Asset Management, LLC Delaware AAR International Financial Services, L.L.C. Illinois 10% AAR Aircraft Services, Inc. (5) Illinois Aviation Maintenance Staffing, Inc. Delaware Aeronautica Corpo

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 16, 2025 AAR CORP. (Exact na

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): July 16, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File N

© 2025 AAR CORP. All rights reserved worldwide. 1 Fourth Quarter Fiscal Year 2025 Earnings Call July 16, 2025

Exhibit 99.2 © 2025 AAR CORP. All rights reserved worldwide. 1 Fourth Quarter Fiscal Year 2025 Earnings Call July 16, 2025 © 2025 AAR CORP. All rights reserved worldwide. 2 Note : All results and expectations in the presentation reflect continuing operations unless otherwise noted . This presentation contain s certain statements relating to future results, which are forward - looking statements as

AAR reports fourth quarter and fiscal year 2025 results

Exhibit 99.1 AAR reports fourth quarter and fiscal year 2025 results Wood Dale, Illinois, July 16, 2025 — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, reported today financial results for the fourth quarter and fiscal year 2025 ended May 31, 2025. FOURTH QUARTER FISCAL YEAR 2025 HIGHLIGHTS (As compared to Q4 FY2024) · Sales

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report AAR CORP. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation or organization) One AAR Place, 1100 N. Wood Dale Road, Wood Dale, Illinois 60191 (Address of

Exhibit 1.01 — Conflict Minerals Report for the calendar year ended December 31, 2024 as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 AAR CORP. Conflict Minerals Report For the Calendar Year Ended December 31, 2024 AAR CORP. has prepared this Conflict Minerals Report (“CMR”) for the calendar year ended December 31, 2024 to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and the disclosure requirements of Form SD (collectively, the “Rule”). The Rule was adopted by the Securities and Exch

Regulation FD Disclosure, Financial Statements and Exhibits

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): May 28, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File Nu

© 2025 AAR CORP. All rights reserved worldwide. 1 Investor Presentation May 2025

Exhibit 99.1 © 2025 AAR CORP. All rights reserved worldwide. 1 Investor Presentation May 2025 © 2025 AAR CORP. All rights reserved worldwide. 2 Forward - looking statements Note: All results and expectations in the presentation reflect continuing operations unless otherwise noted. This presentation contain s certain statements relating to future results, which are forward - looking statements as t

© 2025 AAR CORP. All rights reserved worldwide. 1 Investor Presentation April 2025

Exhibit 99.1 © 2025 AAR CORP. All rights reserved worldwide. 1 Investor Presentation April 2025 ©2025 AAR CORP. All rights reserved worldwide. 2 Forward-looking statements ©1 2 0 2 4 A A R C O R P . A l l r i g h t s r e s e r v e d w o r l d w i d e . Note: All results and expectations in the presentation reflect continuing operations unless otherwise noted. This presentation contains certain sta

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 30, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): April 3, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File N

AAR completes sale of Landing Gear Overhaul business

Exhibit 99.1 FOR IMMEDIATE RELEASE April 3, 2025 Contact: Media Team +1-630-227-5100 [email protected] AAR completes sale of Landing Gear Overhaul business Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced today that it has completed the divestiture of its non-core Landing Gear Overhaul business t

Separation Agreement and Release by and between AAR CORP. and Tracey Patterson dated January 6, 2025 (filed herewith).

Exhibit 10.2 January 3, 2025 Tracey Patterson Re: Separation Agreement and Release (the “Agreement”) Dear Tracey: This will confirm the terms and conditions of your separation from employment with AAR Corp. (“AAR” or the “Company”). In consideration of the circumstances of your separation from AAR, AAR is offering you the following separation benefits subject to the terms and conditions of this Ag

Amendment No. 2 to Credit Agreement, dated as of February 27, 2025, by and among AAR CORP., as borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent (filed herewith).

Exhibit 10.3 AMENDMENT NO. 2 TO CREDIT AGREEMENT This AMENDMENT NO. 2 to CREDIT AGREEMENT, dated as of February 27, 2025 (this “Amendment”), is entered into by and among AAR CORP. (the “Borrower”), the Lenders party hereto and WELLS FARGO BANK, N.A., as Administrative Agent. WITNESSETH WHEREAS, the Borrower, the lenders from time to time party thereto (the “Lenders”) and the Administrative Agent a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 28, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 27, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File

© 2025 AAR CORP. All rights reserved worldwide. 1 Third Quarter Fiscal Year 2025 Earnings Call March 27, 2025

Exhibit 99.2 © 2025 AAR CORP. All rights reserved worldwide. 1 Third Quarter Fiscal Year 2025 Earnings Call March 27, 2025 © 2025 AAR CORP. All rights reserved worldwide. 2 Forward - looking statements Note: All results and expectations in the presentation reflect continuing operations unless otherwise noted. This presentation contain s certain statements relating to future results, which are forw

AAR reports third quarter fiscal year 2025 results

Exhibit 99.1 AAR reports third quarter fiscal year 2025 results Wood Dale, Illinois, March 27, 2025 — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, reported today financial results for the fiscal year 2025 third quarter ended February 28, 2025. THIRD QUARTER FISCAL YEAR 2025 HIGHLIGHTS (As compared to Q3 FY2024) · Sales of $6

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 18, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorporat

AAR elects Hema Widhani to its Board of Directors

Exhibit 99.1 FOR IMMEDIATE RELEASE March 19, 2025 Contact: Media Team +1-630-227-5100 [email protected] AAR elects Hema Widhani to its Board of Directors Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced today that Hema Widhani has been elected to AAR’s Board of Directors, effective March 18, 2025

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): January 22, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorpor

By-Laws, as amended and restated through January 22, 2025 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated January 23, 2025)

Exhibit 3.1 BY-LAWS OF AAR CORP. a Delaware corporation (as amended and restated through January 22, 2025) ARTICLE I OFFICES SECTION 1.       REGISTERED OFFICE. The registered office of the corporation shall be located in the City of Wilmington, County of New Castle, State of Delaware. The corporation may also have such other offices, within or without the State of Delaware, as the Board of Direct

Fifth Amendment to Purchase Agreement, dated as of December 3, 2024, by and between AAR CORP., as seller representative, servicer and parent, and Citibank, N.A., as buyer (filed herewith).

Exhibit 10.2 FIFTH AMENDMENT TO PURCHASE AGREEMENT This Fifth Amendment to Purchase Agreement, dated as of December 3, 2024 (this “Amendment”), is among AAR CORP., on behalf of itself and each Seller (in such capacity, the “Seller Representative”), as servicer (in such capacity, the “Servicer” and, together with the Seller Representative, the “AAR Parties” and each an “AAR Party”), and as parent (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 30, 2024 ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number

Supplemental Guaranty, dated as of September 10, 2024, by AAR Allen Services, Inc., as guarantor, to Wells Fargo Bank, N.A., as administrative agent and contractual representative (filed herewith).

Exhibit 10.1 SUPPLEMENTAL GUARANTY September 10, 2024 Wells Fargo Bank, N.A., as Administrative Agent for the Lenders under the below-described Credit Agreement Ladies and Gentlemen: Reference is hereby made to (i) that certain Credit Agreement, dated as of December 14, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among AAR Corp., a Del

Second Supplemental Indenture, dated as of October 8, 2024, by and among AAR CORP., as issuer, AAR Allen Services, Inc., as guaranteeing subsidiary, and Wilmington Trust, National Association, as trustee (filed herewith).

Exhibit 4.1 SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 8, 2024, among AAR CORP. (the “Issuer”), AAR Allen Services, Inc. (the “Guaranteeing Subsidiary”), a subsidiary of the Issuer, and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “Trustee”). W I T N E S S E T H WHEREAS, the Issuer has heretofore executed and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 3, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorpora

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): January 7, 2025 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File

Fiscal Q 2 202 5 Earnings Call NYSE: AIR January 7 , 202 5

Exhibit 99.2 Fiscal Q 2 202 5 Earnings Call NYSE: AIR January 7 , 202 5 Forward - looking statements 1 © 2024 AAR CORP. All rights reserved worldwide. Note: All results and expectations in the presentation reflect continuing operations unless otherwise noted. This presentation may contain certain statements relating to future results, which are forward - looking statements as that term is defined

AAR reports second quarter fiscal year 2025 results

Exhibit 99.1 AAR reports second quarter fiscal year 2025 results Wood Dale, Illinois, January 7, 2025 — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, reported today financial results for the fiscal year 2025 second quarter ended November 30, 2024. SECOND QUARTER FISCAL YEAR 2025 HIGHLIGHTS (As compared to Q2 FY24) · Sales of

Financial Statements and Exhibits, Material Impairments, Other Events

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): December 19, 2024 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission Fi

AAR announces divestiture of non-core Landing Gear Overhaul business to optimize portfolio

Exhibit 99.1 FOR IMMEDIATE RELEASE December 20, 2024 Contact: Media Team +1-630-227-5100 [email protected] AAR announces divestiture of non-core Landing Gear Overhaul business to optimize portfolio Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced today that it has entered into a definitive agreem

AAR resolves Foreign Corrupt Practices Act investigations with the DOJ and SEC

Exhibit 99.1 FOR IMMEDIATE RELEASE December 19, 2024 Contact: Media Team +1-630-227-5100 [email protected] AAR resolves Foreign Corrupt Practices Act investigations with the DOJ and SEC Wood Dale, Illinois — AAR CORP. (NYSE: AIR) (“AAR” or the “Company”) announced today that it has reached resolutions with the Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”) to res

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): December 19, 2024 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission Fi

AIR / AAR Corp. / BlackRock, Inc. Passive Investment

SC 13G/A 1 us0003611052110824.txt us0003611052110824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 4) AAR CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 000361105 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

AIR / AAR Corp. / BlackRock, Inc. Passive Investment

SC 13G/A 1 us0003611052101824.txt us0003611052101824.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 4) AAR CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 000361105 - (CUSIP Number) September 30, 2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

AIR / AAR Corp. / STATE STREET CORP Passive Investment

SC 13G/A 1 AARCorp.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* AAR CORP (Name of Issuer) COMMON STOCK (Title of Class of Securities) 000361105 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Sched

Form of AAR CORP. Fiscal 2025 Performance Restricted Stock Agreement (filed herewith).

Exhibit 10.4 Fiscal 2025 Form AAR CORP. Performance Restricted Stock Agreement (“Agreement”) Subject to the provisions of the AAR CORP. 2013 Stock Plan as amended and restated effective July 13, 2020 (reflecting amendments since July 13, 2020) and the Long-Term Incentive Plan for Fiscal 2025 (together, the “Plan”), the terms of which are hereby incorporated by reference, and in consideration of th

Form of AAR CORP. Fiscal 2025 Restricted Stock Agreement (filed herewith).

Exhibit 10.3 Fiscal 2025 Form AAR CORP. Restricted Stock Agreement (“Agreement”) Subject to the provisions of the AAR CORP. 2013 Stock Plan as amended and restated July 13, 2020 (reflecting amendments since July 13, 2020) and the Long-Term Incentive Plan for Fiscal 2025 (together, the “Plan”), the terms of which are hereby incorporated by reference, and in consideration of the agreements of the Gr

Form of AAR CORP. Fiscal 2025 Short-Term Incentive Plan (filed herewith).

Exhibit 10.1 AAR CORP. Fiscal 2025 Short-Term Incentive Plan 1.Purpose. The purpose of the AAR CORP. 2025 Short-Term Incentive Plan (“STIP”) is to provide an incentive for selected senior executives of AAR CORP. (the “Company”) and its subsidiaries to achieve the Company’s short-term performance goals by providing them with an annual cash incentive payment based on the financial and operating succ

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended August 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-6263 AAR

Form of AAR CORP. Fiscal 2025 Non-Qualified Stock Option Agreement (filed herewith).

Exhibit 10.2 Fiscal 2025 Form AAR CORP. Non-Qualified Stock Option Agreement (“Agreement”) Subject to the provisions set forth herein and the terms and conditions of the AAR CORP. 2013 Stock Plan as amended and restated effective July 13, 2020 (reflecting amendments since July 13, 2020) and the Long-Term Incentive Plan for Fiscal 2025 (together, the “Plan”), the terms of which are hereby incorpora

Fiscal Q 1 202 5 Earnings Call NYSE: AIR September 23 , 2024

Exhibit 99.2 Fiscal Q 1 202 5 Earnings Call NYSE: AIR September 23 , 2024 Forward - looking statements 1 © 2024 AAR CORP. All rights reserved worldwide. Note: All results and expectations in the presentation reflect continuing operations unless otherwise noted. This presentation contains certain statements relating to future results, which are forward - looking statements as that term is defined i

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 23, 2024 AAR CORP. (Exa

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 23, 2024 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission F

AAR reports first quarter fiscal year 2025 results

Exhibit 99.1 AAR reports first quarter fiscal year 2025 results · First quarter sales of $662 million, up 20% over the prior year · First quarter GAAP diluted earnings per share of $0.50 compared to a loss per share of $0.02 in Q1 FY2024 · First quarter adjusted diluted earnings per share of $0.85, up 9% from $0.78 in Q1 FY2024 · Sales growth of 20% in both our commercial and government businesses

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Common Stock, $1.00 par value AIR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 19, 2024 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisd

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 17, 2024 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission F

Regulation FD Disclosure, Financial Statements and Exhibits

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 4, 2024 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorpo

© 2024 AAR CORP. All rights reserved worldwide. 1 Investor Presentation September 5, 2024

Exhibit 99.1 © 2024 AAR CORP. All rights reserved worldwide. 1 Investor Presentation September 5, 2024 © 2024 AAR CORP. All rights reserved worldwide. 2 Note: All results and expectations in the presentation reflect continuing operations unless otherwise noted. This presentation contains certain statements relating to future results, which are forward - looking statements as that term is d efined

ANNUAL REPORT TO SECURITY HOLDERS

Reaching higher 2024 Annual ReportDear fellow shareholders, AAR began Fiscal Year 2024 (FY2024) on course for continued value creation, and I am pleased to report that we delivered record results.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

DEFINITIVE PROXY STATEMENT

2024 Proxy StatementThis page is intentionally left blank.Dear fellow stockholders: AAR began the fiscal year ended May 31, 2024 (“Fiscal 2024”) on course for continued value creation, and I am pleased to report that we delivered. Demand for air travel was strong throughout the year. This demand was supported by an increase in the utilization of existing aircraft, which drove even greater requirem

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Form of Fiscal 2025 Director Restricted Stock Agreement (filed herewith)

Exhibit 10.34 Fiscal 2025 Form AAR CORP. Director Restricted Stock Agreement (the “Agreement”) Subject to the provisions of the AAR CORP. 2013 Stock Plan, as Amended and Restated Effective July 13, 2020 (as amended since July 13, 2020) (the “Plan”), the terms of which are hereby incorporated by reference herein, and in consideration of the agreements of the Grantee herein provided, AAR CORP. a Del

AAR CORP. Insider Trading Policy (filed herewith)

Exhibit 19.1 AAR CORP. Insider Trading Policy PURPOSE: To avoid misuse of confidential or material non-public information in connection with trading in Company securities or in the securities of other companies, including companies with which the Company does or may do business; to promote compliance by employees, officers and directors with applicable securities laws governing insider trading in

Third Amendment to the AAR CORP. 2013 Stock Plan (as amended and restated effective July 13, 2020) dated March 19, 2024 (filed herewith)

Exhibit 10.9 THIRD AMENDMENT TO THE AAR CORP. 2013 STOCK PLAN (As Amended and Restated July 13, 2020) WHEREAS, AAR CORP. (the “Company”) maintains the AAR CORP 2013 Stock Plan, as Amended and Restated Effective July 13, 2020 (the “Plan”); and WHEREAS, the Board of Directors of the Company (the “Board”) is authorized to amend the Plan and, pursuant to the recommendation of the Human Capital and Com

First Amendment to Form of Severance and Change in Control Agreement dated March 19, 2024 (filed herewith)

Exhibit 10.11 FIRST AMENDMENT TO FORM OF SEVERANCE AND CHANGE IN CONTROL AGREEMENT This First Amendment to the Form of Severance and Change in Control Agreement (the Agreement”) is effective with respect to any Agreement entered into by AAR CORP. (the “Company”) on or after March 19, 2024. WHEREAS, from time to time the Company and certain employees of the Company enter into the Agreement; and WHE

Subsidiaries of AAR CORP. (filed herewith)

Exhibit 21.1 AAR CORP. Subsidiaries, Affiliated Companies, and Joint Ventures Name(1) Place of Incorporation Ownership %(2) AAR CORP. (3) Delaware AAR do Brasil Ltda. Brazil 0.1% Rags of Honor, LLC Illinois 10% AAR Aircraft & Engine Sales & Leasing, Inc. (4) Illinois AAR Asset Management, LLC Delaware AAR International Financial Services, L.L.C. Illinois 10% AAR Aircraft Services, Inc. (5) Illinoi

AAR CORP. Compensation Recoupment Policy effective October 2, 2023 (filed herewith)

Exhibit 97.1 AAR CORP. Compensation Recoupment Policy Effective October 2, 2023 Purpose As required pursuant to the listing standards of the New York Stock Exchange (the “Stock Exchange”), Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10D-1 under the Exchange Act, the Human Capital and Compensation Committee (the “Committee”) of the Board of Director

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2024 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-6263 AAR C

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 18, 2024 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File N

Fiscal Q4 and 2024 Earnings Call NYSE: AIR July 18, 2024

Exhibit 99.2 Fiscal Q4 and 2024 Earnings Call NYSE: AIR July 18, 2024 Forward - looking statements Note: All results and expectations in the presentation reflect continuing operations unless otherwise noted. This presentation contains certain statements relating to future results, which are forward - looking statements as that term is d efined in the Private Securities Litigation Reform Act of 199

AAR reports record fourth quarter and fiscal year 2024 results

Exhibit 99.1 AAR reports record fourth quarter and fiscal year 2024 results · Record fourth quarter sales of $657 million, up 19% over the prior year · Fourth quarter GAAP diluted earnings per share from continuing operations of $0.26, compared to $0.66 in Q4 FY2023 · Record fourth quarter adjusted diluted earnings per share from continuing operations of $0.88, up 6% from $0.83 in Q4 FY2023 · Four

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): June 25, 2024 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report AAR CORP. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation or organization) One AAR Place, 1100 N. Wood Dale Road, Wood Dale, Illinois 60191 (Address of

Exhibit 1.01 — Conflict Minerals Report for the calendar year ended December 31, 2023 as required by Items 1.01 and 1.02 of this Form SD.

Exhibit 1.01 AAR CORP. Conflict Minerals Report For the Calendar Year Ended December 31, 2023 AAR CORP. has prepared this Conflict Minerals Report (“CMR”) for the calendar year ended December 31, 2023 to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended, and the disclosure requirements of Form SD (collectively, the “Rule”). The Rule was adopted by the Securities and Exch

First Amendment dated December 5, 2023 to AAR CORP. Supplemental Key Employee Retirement Plan, as Amended and Restated effective July 13, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended February 29, 2024)

Exhibit 10.1 FIRST AMENDMENT TO THE AAR CORP. SUPPLEMENTAL KEY EMPLOYEE RETIREMENT PLAN (As Amended and Restated Effective July 13, 2020) WHEREAS, AAR CORP., a Delaware corporation (the “Company”), maintains the AAR CORP. Supplemental Key Employee Retirement Plan, as Amended and Restated Effective July 13, 2020 (the “Plan”); WHEREAS, pursuant to Section 6.1 of the Plan, the Company has reserved th

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 21, 2024 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 29, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-6263 AA

AAR reports third quarter fiscal year 2024 results

Exhibit 99.1 AAR reports third quarter fiscal year 2024 results · Record third quarter sales of $567 million, up 9% over the prior year · Third quarter GAAP diluted earnings per share from continuing operations of $0.39, compared to $0.62 in Q3 FY2023 · Record third quarter adjusted diluted earnings per share from continuing operations of $0.85, up 13% from $0.75 in Q3 FY2023 · Third quarter cash

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 19, 2024 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorporat

AAR elects Jeffrey N. Edwards to its Board of Directors

Exhibit 99.1 FOR IMMEDIATE RELEASE March 20, 2024 Contact: Media Team Corporate Marketing and Communications +1-630-227-5100 [email protected] AAR elects Jeffrey N. Edwards to its Board of Directors Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced today that Jeffrey N. Edwards has been elected to

AIR / AAR Corp. / EARNEST PARTNERS LLC - AAR CORP - 02/29/2024 Passive Investment

SC 13G/A 1 air13g11th0224.txt AAR CORP - 02/29/2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.11) AAR CORP. - (Name of Issuer) Common Stock - (Title of Class of Securities) 000361105 - (CUSIP Number) 02/29/2024 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

Base Indenture, dated as of March 1, 2024, by and between the Escrow Issuer and the Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed March 1, 2024)

Exhibit 4.1 AAR ESCROW ISSUER, LLC. (to be merged with and into AAR CORP.), as Issuer, THE GUARANTORS FROM TIME TO TIME PARTY HERETO and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee, Paying Agent and Note Registrar INDENTURE Dated as of March 1, 2024 $550,000,000 6.750% Senior Notes due 2029 Table of Contents ARTICLE One DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION SECTION 101. Rul

Revolver Amendment, dated as of March 1, 2024, by and among the Company, as borrower, the lenders from time to time party thereto and Wells Fargo Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 1, 2024)

Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 to CREDIT AGREEMENT, dated as of March 1, 2024 (this “Amendment”), is entered into by and among AAR CORP. (the “Borrower”), the Increasing Lenders (as defined below), the New Lender (as defined below) and WELLS FARGO BANK, N.A., as Administrative Agent. WITNESSETH WHEREAS, the Borrower, the lenders from time to

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets, Other Events

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): March 1, 2024 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorporati

AAR completes acquisition of Triumph Group’s Product Support business

Exhibit 99.1 March 1, 2024 Contact: Dylan Wolin Vice President, Strategic & Corporate Development and Treasurer +1-630-227-2017 [email protected] AAR completes acquisition of Triumph Group’s Product Support business · Also completed financings to fund the Acquisition, consisting of $550 million notes offering and an amendment to AAR’s existing revolving credit facility, upsizing the facility

AAR CORP. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.5 AAR CORP. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On December 21, 2023, AAR CORP. (the “Company”, “AAR”) entered into a Securities and Asset Purchase Agreement (the “Purchase Agreement”) with Triumph Group (“Seller”) to acquire Seller’s Product Support business (the “Product Support Business”). The Product Support Business is a leading global prov

AAR Prices Upsized Offering of Senior Notes to Finance Triumph Product Support Acquisition

Exhibit 99.2 AAR Prices Upsized Offering of Senior Notes to Finance Triumph Product Support Acquisition Wood Dale, Illinois, February 14, 2024 – AAR CORP. (“AAR” or the “Company”) (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs and OEMs, announced today that AAR Escrow Issuer, LLC, a wholly owned, unrestricted subsidiary of the Company (the “Escrow

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 Registrant’s Current Report on Form 8-K filed March 1, 2024)

  Exhibit 4.3   FIRST SUPPLEMENTAL INDENTURE   FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 1, 2024, among AAR ESCROW ISSUER, LLC, a Delaware limited liability company (the “Escrow Issuer”), to be merged with and into AAR CORP., a Delaware Corporation (the “Company”), the parties that are signatories hereto as Guarantors (each a “Guaranteeing Subsidiary”) and WIL

Triumph Group, Inc. Product Support Businesses Unaudited Combined Balance Sheet As of December 31, 2023 (Dollars in thousands)

Exhibit 99.4 Triumph Group, Inc. Product Support Businesses (Unaudited) Combined Financial Statements As of December 31, 2023 and For the Nine Months Ended December 31, 2023 1 Triumph Group, Inc. Product Support Businesses Index As of December 31, 2023 and for the nine months ended December 31, 2023 Page(s) Unaudited Combined Financial Statements Balance Sheet 3 Statement of Operations 4 Statement

AAR announces update to financing of Triumph Product Support acquisition

Exhibit 99.7 AAR announces update to financing of Triumph Product Support acquisition · Announces proposed offering of $500 million of senior notes due 2029 · The acquisition will be financed with the proceeds from the proposed notes offering and use of the expanded revolver Wood Dale, Illinois, February 14, 2024 – AAR CORP. (“AAR” or the “Company”) (NYSE: AIR), a leading provider of aviation serv

The Transactions

Exhibit 99.2 The Transactions Triumph Group Product Support Business Acquisition The Purchase Agreement On December 21, 2023, we agreed to acquire the Product Support business (the “Triumph Group Product Support Business”) of Triumph Group, Inc., a Delaware corporation (“Triumph Group”), a supplier of aerospace services, structures, systems and support, pursuant to a definitive Securities and Asse

AIR / AAR Corp. / EARNEST PARTNERS LLC - AAR CORP - 12/31/2023 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.10) AAR CORP. - (Name of Issuer) Common Stock - (Title of Class of Securities) 000361105 - (CUSIP Number) 12/31/2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

Report of Independent Auditors

Exhibit 99.3 Triumph Group, Inc. Product Support Businesses Combined Financial Statements As of March 31, 2023 and For the Fiscal Year Ended March 31, 2023 1 Triumph Group, Inc. Product Support Businesses Index As of March 31, 2023 and for the fiscal year ended March 31, 2023 Page(s) Report of Independent Certified Public Accountants 3 Combined Financial Statements Balance Sheet 5 Statement of Ope

AAR CORP. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.5 AAR CORP. AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On December 21, 2023, AAR CORP. (the “Company”, “AAR”) entered into a Securities and Asset Purchase Agreement (the “Purchase Agreement”) with Triumph Group (“Seller”) to acquire Seller’s Product Support business (the “Product Support Business”). The Product Support Business is a leading global prov

1 © 2024 AAR CORP. All rights reserved worldwide. Confidential and proprietary document. Non - GAAP Financial Measures This presentation includes financial results for (i) the Company with respect to adjusted EBITDA, adjusted revenue, adjusted EBI TD

Exhibit 99.6 1 © 2024 AAR CORP. All rights reserved worldwide. Confidential and proprietary document. Non - GAAP Financial Measures This presentation includes financial results for (i) the Company with respect to adjusted EBITDA, adjusted revenue, adjusted EBI TDA margin, adjusted operating income and adjusted operating margin, and (ii) Triumph Group, Inc.’s Product Support Business with re spect

Risks Related to the Triumph Group Product Support Business Acquisition

Exhibit 99.1 Risks Related to the Triumph Group Product Support Business Acquisition We expect to incur material expenses and indebtedness related to the Triumph Group Product Support Business Acquisition. As of November 30, 2023, after giving effect to (i) the acquisition (the “Triumph Group Product Support Business Acquisition”) of Triumph Group, Inc.’s Product Support Business (the “Triumph Gro

Financial Statements and Exhibits, Other Events

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): February 14, 2024 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorpo

AIR / AAR Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv0161-aarcorp.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 16)* Name of issuer: AAR Corp Title of Class of Securities: Common Stock CUSIP Number: 000361105 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant

AIR / AAR Corp. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 12 )* AAR Corp (Name of Issuer) Common Stock (Title of Class of Securities) 000361105 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

AIR / AAR Corp. / STATE STREET CORP Passive Investment

SC 13G/A 1 AARCorp.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 AMENDED FILING AAR CORP (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 000361105 (CUSIP NUMBER) 12/31/2023 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SC

AIR / AAR Corp. / BlackRock Inc. Passive Investment

SC 13G/A 1 us0003611052011924.txt us0003611052011924.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) AAR CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 000361105 - (CUSIP Number) December 31, 2023 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Common Stock, $1.00 par value AIR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 10, 2023 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other juri

AAR issues statement on January 5, 2024, Alaska Airlines Boeing 737 MAX 9 incident

Exhibit 99.1 FOR IMMEDIATE RELEASE January 8, 2024 Contact: Media Team Corporate Marketing and Communications +1-630-227-5100 [email protected] AAR issues statement on January 5, 2024, Alaska Airlines Boeing 737 MAX 9 incident Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, learned of the recent incident

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 8, 2024 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorpora

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 21, 2023 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorpo

Results of Operations and Financial Condition

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): December 21, 2023 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended November 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-6263 AA

Securities and Asset Purchase Agreement by and among AAR CORP., Triumph Group, Inc., Triumph Aftermarket Services Group, LLC, Triumph Group Acquisition Corp., Triumph Group Acquisition Holdings, Inc., and Trident Group Operations, Inc., dated December 21, 2023 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed December 21, 2023)

Exhibit 2.1 Execution Version CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE OMITTED PORTIONS OF THIS DOCUMENT ARE INDICATED BY [***]. SECURITIES AND ASSET PURCHASE AGREEMENT by and among TRIUMPH GROUP, INC. TRIUMPH AFTERMARKET SERVICES GROUP, LLC, TRIUMPH GROUP ACQUISITION CORP., TRIUMPH

Regulation FD Disclosure, Financial Statements and Exhibits

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): December 21, 2023 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorpo

AAR reports second quarter fiscal year 2024 results

Exhibit 99.1 AAR reports second quarter fiscal year 2024 results · Second quarter sales of $545 million, up 16% over the prior year · Second quarter GAAP diluted earnings per share from continuing operations of $0.67, compared to $0.64 in Q2 FY2023 · Record second quarter adjusted diluted earnings per share from continuing operations of $0.81, up 17% from $0.69 in Q2 FY2023 · Second quarter cash f

AAR CORP. All rights reserved worldwide. 0 AAR to acquire Triumph Group’s Product Support business December 21, 2023

Exhibit 99.2 AAR CORP. All rights reserved worldwide. 0 AAR to acquire Triumph Group’s Product Support business December 21, 2023 AAR CORP. All rights reserved worldwide. 1 Forward - looking statements This presentation contains certain statements relating to future business opportunities and conditions, as well as anticipate d b enefits of AAR CORP.’s (the “Company”) proposed acquisition of Trium

AAR announces agreement to acquire Triumph Group’s Product Support business, a leading provider of MRO services to the global aviation aftermarket

Exhibit 99.1 FOR IMMEDIATE RELEASE December 21, 2023 Contact: Dylan Wolin Vice President, Strategic & Corporate Development and Treasurer +1-630-227-2017 [email protected] AAR announces agreement to acquire Triumph Group’s Product Support business, a leading provider of MRO services to the global aviation aftermarket ● Meaningfully scales AAR’s repair capabilities and is highly complementary

AAR elects Billy Nolen to its Board of Directors

Exhibit 99.1 FOR IMMEDIATE RELEASE October 12, 2023 Contact: Media Team Corporate Marketing and Communications +1-630-227-5100 [email protected] AAR elects Billy Nolen to its Board of Directors Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced today that Billy Nolen has been elected to AAR’s Board

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 10, 2023 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorpor

As filed with the Securities and Exchange Commission on September 26, 2023

As filed with the Securities and Exchange Commission on September 26, 2023 Registration No.

Filing Fee Table.

Exhibit 107 CALCULATION OF Filing FEE tables Form S-8 (Form Type) AAR CORP. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (3) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee (3) Equity Common Stock, par value $1.00

Power of Attorney.

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer of AAR CORP., a Delaware corporation, hereby constitutes and appoints John M. Holmes and Jessica A. Garascia, and each of them his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and his or her name, place a

Form of AAR CORP. Fiscal 2024 Non-Qualified Stock Option Agreement (filed herewith).

Exhibit 10.2 Fiscal 2024 Form AAR CORP. Non-Qualified Stock Option Agreement (“Agreement”) Subject to the provisions set forth herein and the terms and conditions of the AAR CORP. 2013 Stock Plan and the Long-Term Incentive Plan for Fiscal 2024 (together, the “Plan”), the terms of which are hereby incorporated by reference, and in consideration of the agreements of the Grantee herein provided, AAR

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 26, 2023 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission F

Form of AAR CORP. Fiscal 2024 Short-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2023)

Exhibit 10.1 AAR CORP. Fiscal 2024 Short-Term Incentive Plan 1. Purpose. The purpose of the AAR CORP. 2024 Short-Term Incentive Plan (“STIP”) is to provide an incentive for selected senior executives of AAR CORP. (the “Company”) and its subsidiaries to achieve the Company’s short-term performance goals by providing them with an annual cash incentive payment based on the financial and operating suc

Form of AAR CORP. Fiscal 2023 Restricted Stock Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2022)

Exhibit 10.4 Fiscal 2024 Form AAR CORP. Performance Restricted Stock Agreement (“Agreement”) Subject to the provisions of the AAR CORP. 2013 Stock Plan and the Long-Term Incentive Plan for Fiscal 2024 (together, the “Plan”), the terms of which are hereby incorporated by reference, and in consideration of the agreements of the Grantee herein provided, AAR CORP., a Delaware corporation (“Company”),

AAR reports first quarter fiscal year 2024 results

Exhibit 99.1 AAR reports first quarter fiscal year 2024 results ● First quarter sales of $550 million, up 23% over the prior year ● Parts Supply sales up 40% over the prior year ● First quarter GAAP diluted loss per share from continuing operations of $0.02, which includes pension settlement and Russian legal charges of $0.70, compared to $0.62 in Q1 FY2023 ● Record first quarter adjusted diluted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended August 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-6263 AAR

Form of AAR CORP. Fiscal 2023 Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2022)

Exhibit 10.3 Fiscal 2024 Form AAR CORP. Restricted Stock Agreement (“Agreement”) Subject to the provisions of the AAR CORP. 2013 Stock Plan and the Long-Term Incentive Plan for Fiscal 2024 (together, the “Plan”), the terms of which are hereby incorporated by reference, and in consideration of the agreements of the Grantee herein provided, AAR CORP. a Delaware corporation (“Company”), hereby grants

Other Events

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 19, 2023 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission F

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 19, 2023 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission F

Other Events

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 22, 2023 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File

DEFINITIVE PROXY STATEMENT

On course 2023 Proxy StatementESG commitments statement In July 2023, our Board of Directors (“Board”) adopted commitments in each of our environmental, social and governance (“ESG”) focus areas.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

ANNUAL REPORT TO SECURITY HOLDERS

On course 2023 Annual ReportThroughout FY2023, we demonstrated our commitment to being on time, on point, on demand, and on target.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ☑ Filed by the Registrant ☐ Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

© 2023 AAR CORP. All rights reserved worldwide. 1 aarcorp.com Investor Day July 20, 2023

Exhibit 99.1 © 2023 AAR CORP. All rights reserved worldwide. 1 aarcorp.com Investor Day July 20, 2023 © 2023 AAR CORP. All rights reserved worldwide. 2 Forward - looking statements Note: All results and expectations in the presentation reflect continuing operations unless otherwise noted. This presentation contains certain statements relating to future results, which are forward - looking statemen

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 20, 2023 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorporati

AAR CORP. Unaudited Summary Financial Information

Exhibit 99.1 AAR CORP. Unaudited Summary Financial Information Dollars in millions Three months ended August 31, 2022 Parts Supply Repair & Engineering Integrated Solutions Expeditionary Services Total Sales: Third-party sales $ 168.6 $ 127.6 $ 127.8 $ 22.3 $ 446.3 Inter-segment sales 1.4 20.3 - - 21.7 Total sales $ 170.0 $ 147.9 $ 127.8 $ 22.3 $ 468.0 Three months ended November 30, 2022 Parts Su

As filed with the Securities and Exchange Commission on July 18, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on July 18, 2023 Registration No.

Form T-1 Statement of Eligibility of U.S. Bank National Association to act as trustee with respect to Senior Debt Securities

Exhibit 25.1 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 18, 2023 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File N

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-3ASR (Form Type) AAR CORP. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo

Form T-1 Statement of Eligibility of U.S. Bank National Association to act as trustee with respect to Subordinated Debt Securities

Exhibit 25.2 securities and exchange commission Washington, D.C. 20549 FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) ¨ U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036 I.R.S. E

Powers of attorney

Exhibit 24.1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being a director or officer, or both, of AAR CORP., a Delaware corporation, hereby constitutes and appoints John M. Holmes, Sean M. Gillen and Jessica Garascia, and each of them his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and h

Credit Agreement dated December 14, 2022 among AAR CORP., Wells Fargo, N.A., as administrative agent, and the various financial institutions party thereto (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2023)

Exhibit 10.10 EXECUTION VERSION CREDIT AGREEMENT dated as of December 14, 2022 among AAR CORP., as the Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, BANK OF AMERICA, N.A., as Syndication Agent, the Lenders Party hereto, WELLS FARGO SECURITIES, LLC, BOFA SECURITIES, INC., TRUIST SECURITIES, INC. and CIBC BANK USA, as Joint Lead Arrangers and WELLS FARGO SECURITIES, LLC and BOFA SECURIT

Subsidiaries of AAR CORP. (filed herewith)

Exhibit 21.1 AAR CORP. Subsidiaries, Affiliated Companies, and Joint Ventures Name(1) Place of Incorporation Ownership %(2) AAR CORP. (3) Delaware AAR do Brasil Ltda. Brazil 0.1% Rags of Honor, LLC Illinois 10% AAR Aircraft & Engine Sales & Leasing, Inc. (4) Illinois AAR Asset Management, LLC Delaware AAR International Financial Services, L.L.C. Illinois 10% AAR Aircraft Services, Inc. (5) Illinoi

AAR reports record fourth quarter and fiscal year 2023 results

Exhibit 99.1 AAR reports record fourth quarter and fiscal year 2023 results · Fourth quarter sales of $553 million, up 16% over the prior year · Fourth quarter GAAP diluted earnings per share from continuing operations of $0.66 in both Q4 FY2023 and Q4 FY2022 · Record adjusted diluted earnings per share from continuing operations of $0.83 in Q4 FY2023, up 15% from $0.72 in Q4 FY2022 · Fourth quart

Form of AAR CORP. Fiscal 2023 Performance Restricted Stock Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2022)

Exhibit 10.4 Fiscal 2024 Form AAR CORP. Director Restricted Stock Agreement (the “Agreement”) Subject to the provisions of the AAR CORP. 2013 Stock Plan, as Amended and Restated Effective July 13, 2020 (the “Plan”), the terms of which are hereby incorporated by reference herein, and in consideration of the agreements of the Grantee herein provided, AAR CORP. a Delaware corporation (“Company”), her

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended May 31, 2023 or ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to Commission file number 1-6263 AAR C

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 18, 2023 AAR CORP. (Exact na

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): July 18, 2023 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 202

Common Stock, $1.00 par value AIR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 16, 2023 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisd

Conflict Minerals Report for the calendar year ended December 31, 2022.

EX-1.01 2 tm2317039d1ex1-01.htm EXHIBIT 1.01 Exhibit 1.01 AAR CORP. Conflict Minerals Report For the Calendar Year Ended December 31, 2022 AAR CORP. has prepared this Conflict Minerals Report (“CMR”) for the calendar year ended December 31, 2022 to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”). The Rule was adopted by the Securities and Exchange Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report AAR CORP. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation or organization) One AAR Place, 1100 N. Wood Dale Road, Wood Dale, Illinois 60191 (Address of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended February 28, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-6263 AA

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): March 21, 2023 AAR CORP. (Exact n

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): March 21, 2023 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File

AAR reports third quarter fiscal year 2023 results

Exhibit 99.1 AAR reports third quarter fiscal year 2023 results ● Third quarter sales of $521 million, up 15% over the prior year ● Third quarter GAAP diluted earnings per share from continuing operations of $0.62, compared to $0.63 in Q3 FY2022 ● Adjusted diluted earnings per share from continuing operations of $0.75, up 19% from $0.63 in Q3 FY2022 ● Third quarter cash flow provided by operating

AAR acquires Trax, a leading provider of aircraft MRO and fleet management software

Exhibit 99.1 FOR IMMEDIATE RELEASE March 20, 2023 Contact: Media Team Corporate Marketing and Communications +1-630-227-5100 [email protected] AAR acquires Trax, a leading provider of aircraft MRO and fleet management software · Accelerates AAR’s strategy to offer digital solutions to aftermarket customers · Adds higher-margin services offering with intellectual property and recurring revenue · E

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): March 20, 2023 AAR CORP. (Exact n

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): March 20, 2023 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File

AAR elects John W. Dietrich to its Board of Directors

Exhibit 99.1 FOR IMMEDIATE RELEASE March 17, 2023 Contact: Media Team Corporate Marketing and Communications +1-630-227-5100 [email protected] AAR elects John W. Dietrich to its Board of Directors Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced today that John W. Dietrich has been elected to AAR

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): March 16, 2023 AAR CORP. (Exact n

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): March 16, 2023 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorporat

LETTER

United States securities and exchange commission logo February 17, 2023 Sean M. Gillen Chief Financial Officer AAR CORP. One AAR Place 1100 N. Wood Dale Road Wood Dale, Illinois 60191 Re: AAR CORP Form 10-K for Fiscal Year Ended May 31, 2022 Filed July 21, 2022 File No. 001-06263 Dear Sean M. Gillen: We have completed our review of your filings. We remind you that the company and its management ar

February 15, 2023

CORRESP 1 filename1.htm February 15, 2023 VIA EDGAR Ms. Melissa Gilmore Office of Manufacturing 100 F. Street, N.E. United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: AAR CORP. Form 8-K Furnished December 20, 2022 Response dated February 1, 2023 File No. 001-06263 Dear Ms. Gilmore: On behalf of AAR CORP. (the “Company”), I am writing to resp

AIR / AAR Corp. / EARNEST PARTNERS LLC - AAR CORP - 12/31/2022 Passive Investment

SC 13G/A 1 air13g9th1222.txt AAR CORP - 12/31/2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.9) AAR CORP. - (Name of Issuer) Common Stock - (Title of Class of Securities) 000361105 - (CUSIP Number) 12/31/2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

AIR / AAR Corp. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 11 )* AAR Corp (Name of Issuer) Common Stock (Title of Class of Securities) 000361105 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

AIR / AAR Corp. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 15)* Name of issuer: AAR Corp. Title of Class of Securities: Common Stock CUSIP Number: 000361105 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d

LETTER

United States securities and exchange commission logo February 6, 2023 Sean M. Gillen Chief Financial Officer AAR CORP. One AAR Place 1100 N. Wood Dale Road Wood Dale, Illinois 60191 Re: AAR CORP Form 8-K Furnished December 20, 2022 Response dated February 1, 2023 File No. 001-06263 Dear Sean M. Gillen: We have reviewed your February 1, 2023 response to our comment letter and have the following co

AIR / AAR Corp. / STATE STREET CORP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 INITIAL FILING AAR CORP (NAME OF ISSUER) COMMON STOCK (TITLE OF CLASS OF SECURITIES) 000361105 (CUSIP NUMBER) 12/31/2022 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) CHECK THE APPROPRIATE BOX TO DESIGNATE THE RULE PURSUANT TO WHICH THIS SCHEDULE IS FILED: (X) RU

February 1, 2023

CORRESP 1 filename1.htm February 1, 2023 VIA EDGAR Ms. Melissa Gilmore Office of Manufacturing 100 F. Street, N.E. United States Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549 Re: AAR CORP. Form 10-K for Fiscal Year Ended May 31, 2022 Form 8-K Furnished December 20, 2022 File No. 001-06263 Dear Ms. Gilmore: On behalf of AAR CORP. (the “Company”), I am wri

AIR / AAR Corp. / BlackRock Inc. Passive Investment

SC 13G/A 1 us0003611052012623.txt us0003611052012623.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 2) AAR CORP - (Name of Issuer) Common Stock - (Title of Class of Securities) 000361105 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

LETTER

United States securities and exchange commission logo January 23, 2023 Sean M. Gillen Chief Financial Officer AAR CORP. One AAR Place 1100 N. Wood Dale Road Wood Dale, Illinois 60191 Re: AAR CORP Form 10-K for Fiscal Year Ended May 31, 2022 Form 8-K Furnished December 20, 2022 File No. 001-06263 Dear Sean M. Gillen: We have limited our review of your filing to the financial statements and related

AIR / AAR Corp. / BlackRock Inc. Passive Investment

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): December 20, 2022 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission Fi

AAR reports second quarter fiscal year 2023 results

Exhibit 99.1 AAR reports second quarter fiscal year 2023 results ? Second quarter sales of $470 million, up 8% over the prior year ? Second quarter GAAP diluted earnings per share from continuing operations of $0.64, compared to $0.58 in Q2 FY2022 ? Adjusted diluted earnings per share from continuing operations of $0.69, up 30% from $0.53 in Q2 FY2022 Wood Dale, Illinois, December 20, 2022 ? AAR C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Credit Agreement dated as of December 14, 2022 among AAR CORP., Wells Fargo, N.A., as administrative agent, and the various financial institutions party thereto (filed herewith).

Exhibit 10.1 ? EXECUTION VERSION ? ? ? ? CREDIT AGREEMENT ? dated as of December 14, 2022 ? among ? AAR CORP., as the Borrower, ? WELLS FARGO BANK, N.A., as Administrative Agent, ? BANK OF AMERICA, N.A., as Syndication Agent, ? the Lenders Party hereto, ? WELLS FARGO SECURITIES, LLC, ? BOFA SECURITIES, INC., ? TRUIST SECURITIES, INC. ? and ? CIBC BANK USA, ? as Joint Lead Arrangers ? and ? WELLS F

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 14, 2022 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorpo

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 24, 2022 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorpor

Form of AAR CORP. Fiscal 2023 Restricted Stock Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2022)

Exhibit 10.4 Fiscal 2023 Form AAR CORP. Restricted Stock Agreement (“Agreement”) Subject to the provisions of the AAR CORP. 2013 Stock Plan and the Long-Term Incentive Plan for Fiscal 2023 (together, the “Plan”), the terms of which are hereby incorporated by reference, and in consideration of the agreements of the Grantee herein provided, AAR CORP. a Delaware corporation (“Company”), hereby grants

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended August 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 1-6263 AAR

Form of AAR CORP. Fiscal 2023 Short-Term Incentive Plan (filed herewith).

Exhibit 10.1 AAR CORP. Fiscal 2023 Short-Term Incentive Plan 1. Purpose. The purpose of the AAR CORP. 2023 Short-Term Incentive Plan (“STIP”) is to provide an incentive for selected senior executives of AAR CORP. (the “Company”) and its subsidiaries to achieve the Company’s short-term performance goals by providing them with an annual cash incentive payment based on the financial and operating suc

Form of AAR CORP. Fiscal 2023 Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2022)

Exhibit 10.3 Fiscal 2023 Form AAR CORP. Non-Qualified Stock Option Agreement (“Agreement”) Subject to the provisions set forth herein and the terms and conditions of the AAR CORP. 2013 Stock Plan and the Long-Term Incentive Plan for Fiscal 2023 (together, the “Plan”), the terms of which are hereby incorporated by reference, and in consideration of the agreements of the Grantee herein provided, AAR

AAR reports first quarter fiscal year 2023 results

Exhibit 99.1 AAR reports first quarter fiscal year 2023 results ? First quarter sales of $446 million, compared to $455 million in Q1 FY2022 ? First quarter GAAP diluted earnings per share from continuing operations of $0.62, compared to $0.31 in Q1 FY2022 ? Adjusted diluted earnings per share from continuing operations of $0.61, up 17% from $0.52 in Q1 FY2022 ? First quarter cash flow from operat

Form of AAR CORP. Fiscal 2023 Performance Restricted Stock Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2022)

Exhibit 10.5 Fiscal 2023 Form AAR CORP. Performance Restricted Stock Agreement (“Agreement”) Subject to the provisions of the AAR CORP. 2013 Stock Plan and the Long-Term Incentive Plan for Fiscal 2023 (together, the “Plan”), the terms of which are hereby incorporated by reference, and in consideration of the agreements of the Grantee herein provided, AAR CORP., a Delaware corporation (“Company”),

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 22, 2022 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission F

Consulting Agreement between the Company and David P. Storch, dated September 20, 2022 (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2022)

Exhibit 10.2 ? EXECUTION VERSION CONSULTING AGREEMENT ? THIS CONSULTING AGREEMENT (?Agreement?) is entered into as of September 20, 2022, by and between AAR CORP. a Delaware corporation (the ?Company?) and David P. Storch, an individual (?Consultant?). ? WHEREAS, Consultant currently serves as a member of the Company?s Board of Directors (the ?Board?) and the Company?s Non-Executive Chairman, and

Submission of Matters to a Vote of Security Holders

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 20, 2022 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amend

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE?14A INFORMATION Proxy Statement Pursuant to Section?14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) ? Filed by the Registrant ? Filed by a party other than the Registrant CHECK THE APPROPRIATE BOX: ? Preliminary Proxy Statement ? Confide

DEFINITIVE PROXY STATEMENT

Form of Fiscal 2023 Director Restricted Stock Agreement (filed herewith)

Exhibit 10.4 Fiscal 2023 Form AAR CORP. Director Restricted Stock Agreement (the ?Agreement?) Subject to the provisions of the AAR CORP. 2013 Stock Plan, as Amended and Restated Effective July 13, 2020 (the ?Plan?), the terms of which are hereby incorporated by reference herein, and in consideration of the agreements of the Grantee herein provided, AAR CORP. a Delaware corporation (?Company?), her

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Description of Capital Stock (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended May 31, 2022)

Exhibit 4.3 DESCRIPTION OF CAPITAL STOCK Common Stock The following is a description of certain terms of our common stock. This description does not purport to be complete and is subject to and qualified in its entirety by reference to the provisions of our restated certificate of incorporation, bylaws and the Delaware General Corporation Law. Our authorized common stock consists of 100,000,000 sh

Subsidiaries of AAR CORP. (filed herewith)

Exhibit 21.1 AAR CORP. Subsidiaries, Affiliated Companies, and Joint Ventures ? Name(1) Place of Incorporation Ownership %(2) AAR CORP. Delaware ? AAR do Brasil Ltda. Brazil 0.1% Rags of Honor, LLC Illinois 10% AAR Aircraft & Engine Sales & Leasing, Inc. (3) Illinois ? AAR Asset Management, LLC Delaware ? AAR International Financial Services, L.L.C. Illinois 10% AAR Aircraft Services, Inc. (4) Ill

AAR reports fourth quarter and fiscal year 2022 results

Exhibit 99.1 AAR reports fourth quarter and fiscal year 2022 results ? Fourth quarter sales of $476 million, up 9% over the prior year ? Fourth quarter GAAP diluted earnings per share from continuing operations of $0.66, compared to $0.41 in Q4 FY2021; on an adjusted basis, earnings increased 53% from $0.47 in Q4 FY2021 to $0.72 in Q4 FY2022 ? Full year sales of $1.82 billion, up 10% over the prio

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 21, 2022 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): July 18, 2022 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File N

Holmes to become chairman upon Storch retirement from AAR board

Exhibit 99.1 FOR IMMEDIATE RELEASE July 20, 2022 Contact: Media Team Corporate Marketing & Communications +1-630-227-5100 [email protected] Holmes to become chairman upon Storch retirement from AAR board Wood Dale, Illinois ? AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, today announced that its Chairman, David P. Storch, wi

Conflict Minerals Report for the calendar year ended December 31, 2021.

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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): March 25, 2022 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File

Form of AAR CORP. Fiscal 2022 Special Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 25, 2022)

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 22, 2022 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File

AIR / AAR Corp. / EARNEST PARTNERS LLC - AAR CORP - 01/31/2022 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.8) AAR CORP. - (Name of Issuer) Common Stock - (Title of Class of Securities) 000361105 - (CUSIP Number) 01/31/2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fi