AAR Corp.

Item 7.01. Regulation FD Disclosure. On November 2, 2026, AAR CORP., a Delaware corporation (the “Company”), distributed a confidential preliminary offering memorandum, dated November 2, 2026 (the “Preliminary Offering Memorandum”), relating to the Company’s proposed offering of $955 million aggregate principal amount of senior notes due 2031 and $960 million aggregate principal amount of senior notes due 2034 to be offered and sold only to qualified institutional buyers in an unregistered offering in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act (the “Offering”). The Company is furnishing certain information excerpted from the Preliminary Offering Memorandum as Exhibit 99.1 to this Current Report on Form 8-K (this “Current Report”). In addition, on November 2, 2026, the Company issued a press release announcing the launch of the Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report. The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, 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. The information furnished in this Current Report should be read in conjunction with the Company’s filings with the Securities and Exchange Commission (the “SEC”) and other public announcements the Company may make from time to time. The furnishing of the information in this Current Report is not intended to, and does not, constitute a determination or admission by the Company that the information in this Current Report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates. No Offer or Solicitation Neither this Current Report nor the exhibits attached hereto constitute an offer to sell or the solicitation of an offer to buy any securities. The notes and related guarantees will be sold in a private placement to qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-United States persons in offshore transactions in accordance with Regulation S under the Securities Act. The notes and related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act. This Current Report on Form 8-K is for informational purposes and is not intended to, and shall not, constitute an offer to sell or buy or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any offers of the notes and related guarantees will be made only by means of a private offering memorandum. Cautionary Language Concerning Forward-Looking Statements This Current Report, including the exhibits attached hereto, contains certain statements, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements included herein are subject to risks and uncertainties. All statements other than statements of historical fact are forward-looking statements. Forward-looking statements give the Company’s current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “can,” “may,” “anticipate,” “continue,” “estimate,” “expect,” “project,” “plan,” “potential,” “predict,” “intend,” “believe,” “might,” “will,” “would,” “should,” “seek,” “could,” “positions,” “likely,” “target,” “goal,” “strategy” or similar expressions and the negatives of those terms in connection with any discussion of the timing or nature of future operating or financial performance or other events, including statements regarding the Company’s expectations, intentions or strategies regarding the Company’s proposed Offering or pending acquisition (the “MROH Acquisition”) of a controlling interest in MRO Holdings, Inc. (“MRO Holdings”) pursuant to that certain Share Purchase Agreement (the “Share Purchase Agreement”), dated September 28, 2026, by and among the Company, MROH Intermediate Holdco LLC and MRO Holdings, the expected benefits of the MROH Acquisition, including expectations with respect to potential synergies from the MROH Acquisition, the expected financing of the MROH Acquisition, the anticipated timing for closing the MROH Acquisition, the impact of the MROH Acquisition on the Company’s business and future financial condition and operating results and statements with respect to MRO Holdings’ future financial condition and operating results. These forward-looking statements are subject to certain risks and uncertainties that may cause actual results to differ materially from historical results or those anticipated, depending on a variety of factors, including: factors that adversely affect the commercial aviation industry; adverse events and negative publicity in the aviation industry; a reduction in sales to the U.S. government and its contractors; cost overruns and losses on fixed-price contracts; nonperformance by subcontractors or suppliers; the Company’s ability to manage the Company’s operational footprint; a reduction in outsourcing of maintenance and repair activity by airlines; a shortage of skilled personnel or work stoppages; competition from other companies; financial, operational and legal risks arising as a result of operating internationally; the failure to complete, integrate and realize the anticipated benefits of acquisitions, including execution of related operational and financial plans; circumstances associated with divestitures; the inability to recover costs due to fluctuations in market values for aviation products and equipment; cyber or other security threats or disruptions; the need to make significant capital expenditures to keep pace with technological developments in the Company’s industry; restrictions on the use of intellectual property and tooling important to the Company’s business; the inability to protect the value of the Company’s intellectual property; the Company’s ability to manage the Company’s debt and fund the Company’s other liquidity needs; limitations on the Company’s ability to access the debt and equity capital markets or to draw down funds under loan agreements; non-compliance with restrictive and financial covenants contained in the Company’s debt and loan agreements; changes in or non-compliance with laws and regulations related to federal contractors, the aviation industry, international operations, safety and environmental matters, and the costs of complying with such laws and regulations; exposure to product liability and property claims that may be in excess of the Company’s liability insurance coverage; the risk that the MROH Acquisition may not be completed in a timely manner or at all; the failure to satisfy the closing conditions to the MROH Acquisition, including the receipt of required regulatory approvals; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Share Purchase Agreement, including in certain circumstances requiring the Company to pay a termination fee; the ability of the Company to obtain the necessary financing arrangements, including under the debt commitment letter entered into in connection with the MROH Acquisition on terms acceptable to the Company, or at all; the effect of the announcement or pendency of the MROH Acquisition on the Company’s business relationships, operating results and business generally; risks that the MROH Acquisition may disrupt the Company’s current business plans and operations; the Company’s ability to retain and hire key personnel in light of the MROH Acquisition; risks related to diverting management’s attention from the Company’s ongoing business operations; unexpected costs, charges or expenses resulting from the MROH Acquisition; potential litigation relating to the MROH Acquisition; the ability of the Company to successfully integrate MRO Holdings and its subsidiaries following the closing of the MROH Acquisition and to achieve the anticipated benefits of the MROH Acquisition, including estimated cost and operational synergies, and the timeline to realize such benefits; the effects of the MROH Acquisition on the Company’s earnings, financial condition, net leverage ratio and credit ratings; the impact of the MROH Acquisition on the Company’s business and future financial condition and operating results, including the ability of the Company or MRO Holdings to repay or prepay indebtedness incurred in connection with the transaction or otherwise; and other factors disclosed in the section entitled “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026 and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2026, in each case as may be updated or supplemented by any subsequent filings with the SEC. Should one or more of these risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described. The Company derives many of its forward-looking statements from its operating budgets and forecasts, which are based on many detailed assumptions. While the Company believes that its assumptions are reasonable, it cautions that it is very difficult to predict the impact of known factors, and it is impossible to anticipate all factors that could affect actual results. These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control. The risks described in these reports are not the only risks the Company faces, as additional risks and uncertainties not currently known or foreseeable or deemed immaterial may materially adversely affect the Company’s business, financial condition or results of operations in future periods. All forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the foregoing cautionary statements. The forward-looking statements included in this Current Report and the exhibits attached hereto are made only as of the date hereof or thereof, as applicable. The Company assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.