Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Regulation FD Disclosure
Item 1.01. Entry into a Material Definitive Agreement. Amended Revolving Credit Facility On October 23, 2026 (the “Amendment Closing Date”), AAR CORP., a Delaware corporation (the “Company”), entered into Amendment No.…
Filed Oct 26, 2026Accepted Oct 26, 2026, 9:34 AM EDTCIK 1750Accession 0001104659-26-118655
AAR is a leading global aerospace and defense aftermarket solutions company with operations in over 20 countries. Headquartered in the Chicago area, AAR supports commercial and government customers through three primary operating segments: Parts Supply; Repair, Engineering, and Software; and Government Solutions.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01. Entry into a Material Definitive Agreement.
Amended Revolving Credit Facility
On
October 23, 2026 (the “Amendment Closing Date”), AAR CORP., a Delaware corporation (the “Company”),
entered into Amendment No. 3 (the “Revolver Amendment”) to the Credit Agreement, dated as of December 14, 2022, among
the Company, as borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent, which governs the Company’s
existing revolving credit facility (the “Existing Revolving Credit Facility” and as amended by the Revolver Amendment,
the “Amended Revolving Credit Facility”). Among other things, the Revolver Amendment (i) increased the aggregate commitments
under the Amended Revolving Credit Facility to $1,375.0 million, (ii) increased the maximum leverage ratio permitted under the financial
covenants applicable to the Amended Revolving Credit Facility to 5.50 to 1.00, subject to certain step-downs over time, (iii) effectuated
an extension of the maturity date of the Amended Revolving Credit Facility to the fifth anniversary of the Amendment Closing Date, (iv)
decreased the minimum interest coverage ratio to 2.00 to 1.00, (v) modified the pricing levels such that borrowings under the Amended
Revolving Credit Facility bear interest at a variable SOFR based rate plus 125 to 225 basis points, or at the offered fluctuating base
rate plus 25 to 125 basis points if a base rate loan, in each case based on the Company’s leverage ratio, and (vi) included certain
changes to expressly permit the Company’s previously announced pending acquisition (the “MROH Acquisition”) of
a controlling interest in MRO Holdings, Inc. (“MRO Holdings”) and the financing transactions related thereto. Neither
the effectiveness of the Revolver Amendment nor the availability or funding of borrowings under the Amended Revolving Credit Facility
is conditioned on the consummation of the MROH Acquisition.
The
foregoing description of the Revolver Amendment, including the description of the Amended Revolving Credit Facility, does not purport
to be complete and is subject to, and qualified in its entirety by, the full text of the Revolver Amendment, a copy of which is attached
hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item 2.03. Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information set forth above in Item 1.01 of this Current Report on Form 8-K (this “Current Report”) is incorporated
by reference into this Item 2.03.
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01. Regulation
FD Disclosure.
Amended Revolving
Credit Facility
On
October 26, 2026, the Company issued a press release announcing the entry of the Company into the Revolver Amendment. A copy of the press
release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into
any filing by the Company under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Use of the Company’s Website to Distribute
Material Company Information
The Company uses its website
as a channel of distribution for important Company information. The Company routinely posts on its website important information, including
press releases, investor presentations and financial information, which may be accessed by clicking on the “Investors” section
of https://aarcorp.com. The Company also uses its website to expedite public access to time-critical information regarding the Company
in advance of or in lieu of distributing a press release or a filing with the SEC disclosing the same information. Therefore, investors
should look to the “Investors” section of the Company’s website for important and time-critical information.
Filed exhibits (1)
EX-99.1 (by filename) tm2628131d2_ex99-1.htm
Exhibit 99.1
FOR IMMEDIATE RELEASE October 26, 2026
Contact: Chris Tillett - Investor Relations +1-630-227-5830 investors@aarcorp.com
AAR increases
size and extends maturity of revolving credit facility
Wood Dale, Illinois - AAR CORP. (NYSE: AIR), the leading parts, repair, and software platform in the aviation aftermarket, today announced that
it has amended its revolving credit facility, increasing total commitments to $1.375 billion, an increase of $550 million from the previous
commitment of $825 million, and extending the maturity from December 2027 to October 2031.
The amended
facility continues to be unsecured and facilitates the financing of AAR’s previously announced pending acquisition of a controlling
interest in MRO Holdings.
“The
increased size, additional financial flexibility, and extended maturity of our revolving credit facility provide AAR with the means to
support our growth strategy,” said Dylan Wolin, AAR’s Senior Vice President and Chief Financial Officer. “We appreciate
the increase in commitments from 100% of our prior bank group, as well as the entry of two high-quality banks, and their collective confidence
in AAR.”
Wells Fargo served as Left Lead A…