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BCS

Current Report · Items 1.01, 2.03, 7.01, 9.01 · 8-K

AAR Corp.

AIRNYSEEQUITYCurrent

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
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Company context

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.

Current securities

Recent company filings

  1. Regulation FD DisclosureNov 2, 2026
  2. Regulation FD DisclosureOct 27, 2026
  3. S-8 filingOct 1, 2026
  4. 10-Q filingSep 29, 2026
  5. Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Regulation FD DisclosureSep 29, 2026

Registered securities in this filing

AAR CORP. · 8-K · Filed 2026-10-26

As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.

Common Stock, $1.00 par value

Symbol
AIR
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: From2026-10-232026-10-23_us-gaap_CommonStockMember_exch_XCHI

Dimensions: us-gaap:StatementClassOfStockAxis

Common Stock, $1.00 par value

Symbol
AIR
Exchange
NYSE
Classification
COMMON
Status
Current
Filing context

Context: From2026-10-232026-10-23_us-gaap_CommonStockMember_exch_XNYS

Dimensions: us-gaap:StatementClassOfStockAxis

Accession 000110465926118655 · 2 registered-security cover members

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Disclosure sections

Items 1.01, 2.03, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

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…

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