AIR / AAR Corp. - Документы SEC, Годовой отчет, Доверенное заявление

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 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 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 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.

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 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

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

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

© 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

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

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

© 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

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 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

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

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

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

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

© 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

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

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

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

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

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

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

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

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

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, 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

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

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

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

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 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

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 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

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

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

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

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

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

© 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

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

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

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

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

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. 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

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

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

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

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

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

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

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 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

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

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

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

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

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

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 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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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 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 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

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

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

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

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

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

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.

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

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 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”),

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

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 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

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

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. )

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

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

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

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

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

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

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

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

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.

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

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 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

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

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

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

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

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 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

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

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

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. / 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

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

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

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

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

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

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

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

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

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

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

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

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

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”),

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

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

DEFINITIVE PROXY STATEMENT

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

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

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

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

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

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

Exhibit 1.01 AAR CORP. Conflict Minerals Report For the Calendar Year Ended December 31, 2021 AAR CORP. has prepared this Conflict Minerals Report (?CMR?) for the calendar year ended December 31, 2021 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 Commission (?SEC?) to implement reporting and disclos

Form of AAR CORP. Fiscal 2022 Special Restricted Stock Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated March 25, 2022)

Exhibit 10.2 Special Fiscal 2022 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 2022 (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?), hereb

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)

Exhibit 10.1 Special Fiscal 2022 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 2022 (together, the ?Plan?), the terms of which are hereby incorporated by reference, and in consideration of the agreements of the Grantee herein provi

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 25, 2022 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 2022 RESULTS

EX-99.1 2 tm229101d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 AAR REPORTS THIRD QUARTER FISCAL YEAR 2022 RESULTS · Third quarter sales of $452 million, up 10% over the prior year · Third quarter GAAP diluted earnings per share from continuing operations of $0.63 compared to $0.87 in Q3 FY2021, which included a favorable impact from CARES Act payroll support · Adjusted diluted earnings per share from co

Amendment dated December 23, 2021 to Purchase Agreement dated as of February 23, 2018 by and among AAR CORP., as seller representative and servicer, the sellers time to time party thereto, and Citibank, N.A., as buyer (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2022)

EXHIBIT 10.1 ? Execution Version ? Dated December 23, 2021 ? AAR CORP. as Seller Representative and Servicer ? AAR AIRCRAFT SERVICES INC. as Seller ? AAR AIRLIFT GROUP, INC. as Seller ? AAR MANUFACTURING, INC. as Seller ? AAR SUPPLY CHAIN, INC. as Seller ? AAR INTERNATIONAL, INC. as Seller ? AAR GOVERNMENT SERVICES, INC. as Seller ? AAR LANDING GEAR, LLC. as Seller ? and ? CITIBANK, N.A., as Buyer

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. / ALLIANCEBERNSTEIN L.P. Passive Investment

UNITED STATES 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, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

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.: 14)* Name of issuer: AAR Corp. Title of Class of Securities: Common Stock CUSIP Number: 000361105 Date of Event Which Requires Filing of this Statement: January 31, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d-

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.: 13)* 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 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ??Rule 13d

AIR / AAR Corp. / DIMENSIONAL FUND ADVISORS LP - SEC SCHEDULE 13G 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) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is

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): December 21, 2021 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 2022 RESULTS

Exhibit 99.1 AAR REPORTS SECOND QUARTER FISCAL YEAR 2022 RESULTS ? Second quarter sales of $437 million, up 8% over the prior year ? Second quarter GAAP diluted earnings per share from continuing operations of $0.58 compared to $0.41 in Q2 FY2021 ? Adjusted diluted earnings per share from continuing operations of $0.53, up 71% from $0.31 in Q2 FY2021 ? Second quarter cash flow from operating activ

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 28, 2021 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

Common Stock, $1.00 par value AIR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 14, 2021 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission Fil

AAR REPORTS FIRST QUARTER 2022 RESULTS

Exhibit 99.1 AAR REPORTS FIRST QUARTER 2022 RESULTS ? First quarter sales of $455 million, up 14% over the prior year ? First quarter GAAP diluted earnings per share from continuing operations of $0.31 compared to a loss per share of $(0.40) in Q1 FY2021 ? Adjusted diluted earnings per share from continuing operations of $0.52, up 206% from $0.17 in Q1 FY2021 ? First quarter cash flow from operati

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 23, 2021 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 2022 Performance Restricted Stock Agreement (filed herewith)

? Exhibit 10.4 Fiscal 2022 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 2022 (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?)

Form of AAR CORP. Fiscal 2022 Short-Term Incentive Plan (filed herewith).

? Exhibit 10.1 AAR CORP. Fiscal 2022 Short-Term Incentive Plan ? 1. Purpose. ? The purpose of the AAR CORP. 2022 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 operati

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

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

Form of AAR CORP. Fiscal 2022 Non-Qualified Stock Option Agreement (filed herewith).

? Exhibit 10.2 Fiscal 2022 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 2022 (together, the ?Plan?), the terms of which are hereby incorporated by reference, and in consideration of the agreements of the Grantee herein provided, A

Form of AAR CORP. Fiscal 2022 Restricted Stock Agreement (filed herewith).

? Exhibit 10.3 Fiscal 2022 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 2022 (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 gran

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

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

DEFINITIVE PROXY STATEMENT

2021 Proxy Statement Strength for the futureDoing It Right ® to better connect the world With long-standing values that prioritize quality and safety, inclusion, creative thinking and integrity, our commitment to sustainability principles is embedded in our culture.

Form of Fiscal 2022 Director Restricted Stock Agreement (filed herewith)

? Exhibit 10.6 ? Fiscal 2022 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?),

Exhibit 10.20

Exhibit 10.20 ? July 13, 2021 ? Mr. David P. Storch 1270 Linden Avenue Highland Park, IL 60035 ? Dear David: ? You and AAR CORP. (?AAR?) entered into a letter agreement dated May 24, 2018, as amended on May 31, 2019 and July 11, 2019 (collectively, the ?Agreement?) relating to your service as Chairman of the Board of Directors of AAR and as a consultant to AAR. ? You and AAR now desire to further

Description of Capital Stock (filed herewith)

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.

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

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): July 20, 2021 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File N

AAR REPORTS FOURTH QUARTER & FISCAL YEAR 2021 RESULTS

Exhibit 99.1 AAR REPORTS FOURTH QUARTER & FISCAL YEAR 2021 RESULTS ? Fourth quarter sales of $438 million, up 5% over the prior year ? Fourth quarter GAAP diluted earnings per share from continuing operations of $0.41 compared to a loss per share of $0.43 in Q4 FY2020 ? Fourth quarter adjusted diluted earnings per share from continuing operations of $0.47 up 81% from $0.26 in Q4 FY2020 ? Fourth qu

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): July 13, 2021 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File N

Deferred Cash Award Agreement dated July 13, 2021 between AAR CORP. and John M. Holmes (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated July 16, 2021)

Exhibit 10.1 AAR CORP. DEFERRED CASH AWARD AGREEMENT This Deferred Cash Award Agreement (the ?Agreement?) is made and entered into as of the 13th day of July, 2021, by and between AAR CORP., a Delaware corporation (the ?Company?), and John M. Holmes (the ?Executive?). WHEREAS, the Company currently employs the Executive as its President and Chief Executive Officer; and WHEREAS, the Company has obt

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

Conflict Minerals Report for the calendar year ended December 31, 2020.

Exhibit 1.01 AAR CORP. Conflict Minerals Report For the Calendar Year Ended December 31, 2020 AAR CORP. has prepared this Conflict Minerals Report (?CMR?) for the calendar year ended December 31, 2020 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 Commission (?SEC?) to implement reporting and disclos

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): April 14, 2021 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File

AAR Elects Ellen M. Lord to its Board of Directors

Exhibit 99.1 FOR IMMEDIATE RELEASE April 16, 2021 Contact: Dylan Wolin +1.630.227.2000 [email protected] AAR Elects Ellen M. Lord to its Board of Directors Wood Dale, Illinois — AAR (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs and OEMs, announced today that Ellen M. Lord, former Under Secretary of Defense for Acquisition and Sustainment fo

Quarterly Report - 10-Q

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

AAR REPORTS THIRD QUARTER FISCAL YEAR 2021 RESULTS

Exhibit 99.1 AAR REPORTS THIRD QUARTER FISCAL YEAR 2021 RESULTS · Third quarter sales of $410 million, down 26% from the prior year reflecting the continued impact of COVID-19 · Third quarter GAAP diluted earnings per share from continuing operations of $0.87 · Adjusted diluted earnings per share from continuing operations of $0.37, which excludes the impact of CARES Act payroll support and other

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 23, 2021 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File

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): March 10, 2021 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File

GRANTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

Exhibit 99.1 GRANTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE VLADIMIR GUSINSKY REVOCABLE TRUST, on behalf of itself and all similarly situated holders of AAR CORP., Plaintiff, v. C.A. No. 2020-0714-KSJM ANTHONY K. ANDERSON, MICHAEL R. BOYCE, H. JOHN GILBERTSON, JAMES E. GOODWIN, JOHN M. HOLMES, PATRICK J. KELLY, ROBERT F. LEDUC, DUNCAN J. MCNABB, PETER PACE, DAVID P. STORCH, JENNIFER L.

- S-8 POS

As filed with the Securities and Exchange Commission on March 5, 2021 Registration No.

SCHEDULE 13G

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) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 12)* 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 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* AAR Corp (Name of Issuer) Common Stock (Title of Class of Securities) 000361105 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is f

Second Amendment to Purchase Agreement dated as of October 25, 2018 by and among AAR CORP., as seller representative and servicer, the sellers time to time party thereto, and Citibank, N.A., as buyer (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2020)

EXHIBIT 10.1 EXECUTION COPY SECOND AMENDMENT TO PURCHASE AGREEMENT This Second Amendment to Purchase Agreement, dated as of October 25, 2018 (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”)

Third Amendment to Purchase Agreement dated as of October 7, 2020 by and among AAR CORP., as seller representative and servicer, the sellers time to time party thereto, and Citibank, N.A., as buyer (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2020)

EXHIBIT 10.2 THIRD AMENDMENT TO PURCHASE AGREEMENT This Third Amendment to Purchase Agreement, dated as of October 7, 2020 (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 (i

Quarterly Report - 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, 2020 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 No. 1-6263 AAR CO

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K

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, 2020 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 2021 RESULTS

Exhibit 99.1 AAR REPORTS SECOND QUARTER FISCAL YEAR 2021 RESULTS · Second quarter sales of $404 million, down 28% from the prior year reflecting the impact of COVID-19 · Second quarter GAAP diluted earnings per share from continuing operations of $0.41 · Adjusted diluted earnings per share from continuing operations of $0.31, which excludes the impact of CARES Act support and other items · Cash fl

- FORM S-8

As filed with the Securities and Exchange Commission on October 9, 2020 Registration No.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K/A

Common Stock, $1.00 par value AIR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 13, 2020 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - FORM 8-K/A

Common Stock, $1.00 par value AIR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A 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 17, 2020 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission Fil

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 - FORM 8-K

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 7, 2020 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 19, 2020, pursuant to the provisions of Rule 12d2-2 (a).

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on October 19, 2020, pursuant to the provisions of Rule 12d2-2 (a).

- 8-A12B/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 36-2334820 (State of incorporation or organization) (I.R.S. Employer Identification No.) One AAR Plac

Amendment and Termination of Rights Agreement, dated as of October 5, 2020, between AAR CORP. and Computershare Trust Company, N.A., as rights agent.

Exhibit 4.1 AMENDMENT AND TERMINATION OF RIGHTS AGREEMENT This Amendment and Termination of Rights Agreement (this “Amendment”), dated as of October 5, 2020, between AAR CORP., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), amends that certain Rights Agreement, dated as of March 30, 2020, between the Company and the Rights Agent

Amendment and Termination of Rights Agreement, dated as of October 5, 2020, between AAR CORP. and Computershare Trust Company, N.A., as rights agent.

Exhibit 4.2 AMENDMENT AND TERMINATION OF RIGHTS AGREEMENT This Amendment and Termination of Rights Agreement (this “Amendment”), dated as of October 5, 2020, between AAR CORP., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), amends that certain Rights Agreement, dated as of March 30, 2020, between the Company and the Rights Agent

Certificate of Elimination of Series A Junior Participating Preferred Stock of AAR CORP.

Exhibit 3.1 CERTIFICATE OF ELIMINATION of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of AAR CORP. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) AAR CORP. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: FIRST: That, pursuant to the authority grant

Certificate of Elimination of Series A Junior Participating Preferred Stock of AAR CORP.

Exhibit 3.1 CERTIFICATE OF ELIMINATION of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of AAR CORP. (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) AAR CORP. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: FIRST: That, pursuant to the authority grant

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits - FORM 8-K

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 5, 2020 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (State of Incorporation) (Commission File

EXHIBIT 24 AAR CORP

EX-24 2 doc1.htm POWER OF ATTORNEY EXHIBIT 24 AAR CORP Power of Attorney for Executing Forms 3, 4 and 5 Know all men by these presents, that the undersigned, director or officer, or both, of AAR CORP, hereby constitutes and appoints each of Kai England, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capa

Quarterly Report - 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, 2020 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 No. 1-6263 AAR CORP

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 24, 2020 AAR CORP. (Exa

Common Stock, $1.00 par value AIR Preferred Stock Purchase Rights 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 24, 2020 AAR CORP. (Exact name of registrant as specified in its charter) Delaware 1-6263 36-2334820 (S

First Amendment to the Amended and Restated Employment Agreement dated as of July 30, 2020 between AAR CORP. and John M. Holmes (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2020)

EXHIBIT 10.4 FIRST AMENDMENT TO THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT This First Amendment to the Amended and Restated Employment Agreement (this “Amendment”) is made and entered into as of July 30, 2020, by and between AAR CORP., a Delaware corporation (“Company”), and John M. Holmes (“Employee”). WHEREAS, the Company and the Employee are parties to that Amended and Restated Employment Ag

Form of AAR CORP. Fiscal 2021 Short-Term Incentive Plan (filed herewith).

Exhibit 10.1 AAR CORP. Fiscal 2021 Short-Term Incentive Plan 1. Purpose. The purpose of the AAR CORP. 2021 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