Every material Form 8-K AAR has filed with the SEC since January 07, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
AAR CORP. distributed a preliminary offering memorandum for $955 million of senior notes due 2031 and $960 million of senior notes due 2034, sold only to qualified institutional buyers and certain non-U.S. persons. The notes are one part of the transactions that include the pending acquisition of a 65% stake in MRO Holdings, which has an implied enterprise value of about $4.0 billion, so the deal adds about $1.9 billion of debt for shareholders to weigh against the target's recent results, which show higher revenue but lower net income.
Acquisition: AAR would acquire 6,500 shares, or 65%, of MRO Holdings at an implied enterprise value of about $4.0 billion under a Share Purchase Agreement dated September 28, 2026
MRO Holdings, six months ended June 30, 2026 (IFRS, unaudited): revenue $489.1 million vs. $465.8 million a year earlier; net income $38.1 million vs. $63.8 million
AAR CORP. furnished an investor presentation describing its pending acquisition of a 65% controlling interest in MRO Holdings, under a share purchase agreement dated September 28, 2026, at an implied enterprise value of $4.0 billion. The deal is financed with new debt and about $780 million of AAR equity issued to MRO Holdings shareholders, plus about $230 million from a PIPE transaction, which would give those holders roughly 12% and new PIPE investors roughly 5% pro forma ownership, and AAR expects pro forma net leverage of about 3.8x at closing.
Implied enterprise value of $4.0 billion for a 65% controlling interest; MRO Holdings shareholders keep 35%
About $780 million of upfront equity to MRO Holdings shareholders (roughly 12% pro forma ownership) and about $230 million in PIPE equity (roughly 5%)
Pro forma net leverage of about 3.8x at close, with expected closing in AAR's fiscal Q3 ending February 2027, subject to regulatory approvals
Presentation cites about $75 million of run-rate cost synergies, with run-rate synergies expected by the fiscal year ending May 2030
AAR CORP. entered into Amendment No. 3 to its revolving credit facility on October 23, 2026, increasing total commitments from $825 million to $1.375 billion and extending maturity to October 2031. The amendment also expressly permits the company's pending acquisition of a controlling interest in MRO Holdings, which the filing says is not a condition of the amendment taking effect.
Total commitments increased to $1.375 billion, up $550 million from $825 million.
Maturity extended from December 2027 to October 2031, the fifth anniversary of the amendment closing date.
Maximum leverage ratio raised to 5.50 to 1.00, with step-downs over time; minimum interest coverage ratio decreased to 2.00 to 1.00.
Amendment expressly permits the pending MROH Acquisition of a controlling interest in MRO Holdings, Inc.
On September 28, 2026, AAR agreed to acquire a 65% controlling interest in MRO Holdings, an aircraft maintenance provider, for an estimated cash price of $1,819,174,310 plus Series A preferred stock with an agreed value of $780,825,690, subject to adjustments and closing conditions including regulatory approvals. The deal is expected to close in AAR's fiscal third quarter ending February 2027 and is to be funded partly by about $2.1 billion of new debt, which AAR expects to take net leverage to about 3.6x at closing. The filing also notes that a private investment in public equity offering may dilute existing stockholders, and the company's fiscal 2026 adjusted EBITDA was $401.1 million, up from $324.2 million.
Estimated cash purchase price of $1,819,174,310 and Series A preferred stock with an agreed value of $780,825,690, plus a $22,500,000 escrow deposit
Implied enterprise value of $4.0 billion; AAR expects about $2.1 billion of new debt financing and net leverage of about 3.6x at closing
Expected close in fiscal third quarter ending February 2027, subject to regulatory approvals; termination fee of $100,000,000 ($150,000,000 if the outside date is extended) applies if competition approvals fail
Press release shows fiscal 2026 net income of $187.7 million versus $12.5 million in fiscal 2025, and adjusted EBITDA of $401.1 million versus $324.2 million
AAR CORP. reported first-quarter fiscal 2027 results for the period ended August 31, 2026, with sales up 24% to $918.0 million and GAAP diluted EPS of $1.00, compared with $0.95 a year earlier. The company also announced a definitive agreement to acquire a 65% controlling interest in MRO Holdings, and the guidance it gave excludes that acquisition's effect, so shareholders face both the quarterly gains and a large pending deal.
Q1 sales of $918.0 million, up 24% from $739.6 million; GAAP net income of $40.1 million versus $34.4 million
Adjusted diluted EPS of $1.49, up from $1.08; adjusted EBITDA of $116.5 million, up 34%
Full-year fiscal 2027 sales growth guidance (ex. LCP) changed to low teens from low double-digits to low teens; second-quarter sales growth guidance set at 14% to 16%
Net debt of $780.5 million and net leverage of 1.81x at August 31, 2026; acquisition expenses rose to $19.6 million from $4.4 million
At its September 23, 2026 Annual Meeting, AAR CORP. stockholders approved the AAR CORP. 2026 Stock Plan, which allows discretionary grants of stock options, stock awards, and other equity and cash-based awards to employees, non-employee directors, and certain other service providers. Stockholders also elected three Class III directors to terms expiring in 2029, approved fiscal 2026 executive compensation on an advisory basis, and ratified KPMG LLP as the independent auditor for the fiscal year ending May 31, 2027.
Stockholders approved the 2026 Stock Plan with 33,805,637 votes for and 1,984,579 against.
John W. Dietrich, Robert F. Leduc, and Peter Pace were elected as Class III directors, with Pace receiving 33,584,745 votes for and 2,209,353 against.
Advisory vote on fiscal 2026 executive compensation: 34,285,245 for and 1,475,837 against.
About 93% of the 40,258,840 shares entitled to vote were present; KPMG LLP ratification received 36,470,764 votes for and 905,880 against.
AAR's Human Capital and Compensation Committee approved a special performance-based restricted stock grant of 161,500 shares to Chairman, CEO and President John M. Holmes on July 23, 2026. The award is tied entirely to stock price hurdles and cliff-vests on July 31, 2031, so shareholders should see it as a long-term pay alignment measure rather than a current cost.
Grant of 161,500 shares of performance-based restricted stock to John M. Holmes, approved July 23, 2026, under the 2013 Stock Plan
Targeted grant date fair value of about $15 million; the 100% award is tied to stock price performance
Shares vest in thirds at 30-day volume weighted average prices of $175, $200 and $250, which are 35%, 54% and 93% premiums to the $129.47 closing price on July 23, 2026
Cliff vesting date of July 31, 2031, subject to continued service, with limited exceptions for change in control, death, disability or termination without cause
AAR reported fourth-quarter fiscal 2026 results for the period ended May 31, 2026, with sales up 23% to $928 million and GAAP diluted EPS of $1.27 versus $0.95 a year earlier. The company also gave first-quarter and full-year fiscal 2027 sales and margin guidance, which shareholders can compare with these results.
Q4 sales of $928.0 million, up 23% from $754.5 million; net income of $50.7 million vs $34.0 million
Adjusted diluted EPS of $1.53 vs $1.16; adjusted EBITDA of $116 million, up 27%
Fiscal 2026 sales of $3.3 billion, up 19%; net income of $187.7 million, or $4.86 per diluted share, vs $12.5 million in fiscal 2025
Q1 fiscal 2027 guidance: sales growth excluding Legacy Commercial Programs of 21% to 23% and adjusted EBITDA margin of 12.25% to 12.75%
AAR reported fiscal third-quarter 2026 sales of $845.1 million, up 25% from a year earlier, and GAAP diluted earnings of $1.71 per share, compared with a loss of $0.25 per share in the prior-year quarter. The company raised its full-year fiscal 2026 total sales growth forecast to about 19% from approaching 17%, which supports the earnings outlook for shareholders, though GAAP profit included a $35.7 million bargain purchase gain.
Q3 sales were $845.1 million, up from $678.2 million; GAAP diluted EPS was $1.71 versus a loss of $0.25 a year earlier.
Adjusted diluted EPS was $1.25, up from $0.99; adjusted EBITDA was $102.1 million, up 26%.
Full-year FY2026 total sales growth guidance was raised to about 19% from approaching 17%; organic growth guidance to about 12% from approaching 11%.
Net leverage was 2.17x as of February 28, 2026, which the company says is within its 2.0x to 2.5x target range.
AAR CORP. said its board appointed Dylan Wolin as senior vice president and chief financial officer, effective February 23, 2026, succeeding Sarah Flanagan as interim CFO. Flanagan will return to her prior role as vice president, financial operations. The company also reaffirmed its guidance for the third fiscal quarter and full fiscal year issued January 6, 2026.
Wolin, 49, was president of Elgin, Trackless, and Vactor at Federal Signal Corporation from August 2024 to February 2026, and previously held finance and strategy roles at AAR from 2017 to 2024.
Compensation for fiscal 2026 includes a $500,000 annual base salary, pro-rated from the effective date, and a $300,000 sign-on bonus.
Wolin will receive restricted stock awards valued at $840,000 to replace equity forfeited at his prior employer, vesting over three years.
AAR reaffirmed its third fiscal quarter and full fiscal year guidance issued January 6, 2026.
AAR reported fiscal second-quarter 2026 sales of $795.3 million, up 16% from a year earlier, and GAAP net income of $34.6 million, or $0.90 per diluted share, compared with a net loss of $30.6 million a year earlier. The company raised its full-year fiscal 2026 organic sales growth expectation to approaching 11% from approaching 10%, and guided to total sales growth approaching 17%, reflecting recent acquisitions.
Q2 sales $795.3 million vs. $686.1 million; adjusted diluted EPS $1.18 vs. $0.90
GAAP diluted EPS $0.90 vs. a loss of $(0.87) a year earlier, which included $59.2 million of FCPA-related SG&A
Full-year FY2026 organic sales growth now approaching 11%, up from approaching 10%; total sales growth approaching 17%
Third-quarter guidance: total sales growth 20% to 22% and adjusted operating margin 9.8% to 10.1%
AAR CORP. said Chief Financial Officer Sean M. Gillen will resign effective December 11, 2025, to pursue another opportunity outside the aviation industry, and Vice President of Financial Operations Sarah L. Flanagan will serve as interim CFO. The filing states the departure is not the result of any disagreement with the company, and Gillen will remain an employee through December 19, 2025 to assist the transition.
Sean M. Gillen notified AAR of his resignation on December 1, 2025, effective December 11, 2025
Sarah L. Flanagan, age 54, named Interim CFO effective December 11, 2025; she has been Vice President, Financial Operations, since 2017
Gillen remains an employee through December 19, 2025 to assist with the transition
CEO John M. Holmes said Gillen played a key role in executing the strategy to focus the portfolio on higher growth, higher margin businesses
AAR CORP. reported results for the fiscal 2026 first quarter ended August 31, 2025. Sales rose 12% to $739.6 million, GAAP diluted EPS was $0.95 versus $0.50, and adjusted diluted EPS rose 27% to $1.08. Operating cash flow was negative $44.9 million, compared with negative $18.6 million a year earlier, and net debt was $950.0 million.
Sales of $739.6 million, up from $661.7 million; Parts Supply sales were $317.8 million versus $249.7 million
GAAP net income of $34.4 million, or $0.95 per diluted share, versus $18.0 million, or $0.50, a year earlier
Cash used in operating activities was $44.9 million versus $18.6 million; net debt was $950.0 million and net leverage 2.82x
After the quarter ended, AAR was awarded a Defense Logistics Agency Troop Support contract for up to $85 million
AAR Corp. issued $150 million of additional 6.750% senior notes due 2029 on August 14, 2025, at 102.000% of principal, for a yield to maturity of 6.119%. The notes are treated as a single series with $550 million of existing notes due 2029, and the company plans to use the net proceeds to repay borrowings under its unsecured revolving credit facility and to pay offering fees and expenses.
Issued $150 million aggregate principal on August 14, 2025, at 102.000% of principal, yield to maturity 6.119%
Notes bear 6.750% interest, paid semiannually on March 15 and September 15, starting September 15, 2025, maturing March 15, 2029
Net proceeds to repay outstanding revolving credit facility borrowings and pay offering fees and expenses
AAR CORP. reported fourth-quarter fiscal 2025 results for the quarter ended May 31, 2025, with sales of $755 million, up 15%, and adjusted diluted EPS of $1.16, up 32%. For the full fiscal year, sales rose 20% to $2.8 billion, but GAAP net income fell to $12.5 million, or $0.35 per diluted share, from $46.3 million, or $1.29, after after-tax charges of $115.0 million tied to the Landing Gear Overhaul sale and the FCPA settlement.
Q4 fiscal 2025 sales of $754.5 million, up from $656.5 million; GAAP EPS $0.95 versus $0.26 a year earlier
Full-year adjusted diluted EPS of $3.91, up from $3.33; full-year GAAP EPS $0.35 versus $1.29
Net debt of $880.5 million at May 31, 2025; net leverage of 2.72x, down from 3.76x a year earlier
Share repurchases of $10.1 million in the quarter, with $42.5 million remaining on the program
AAR reported fiscal third-quarter 2025 sales of $678.2 million, up 20% from $567.3 million a year earlier, driven by the Product Support acquisition and Parts Supply. The company posted a GAAP net loss of $8.9 million, or $0.25 per share, because of a $63.7 million pre-tax charge tied to the planned sale of its Landing Gear Overhaul business, while adjusted diluted EPS rose to $0.99 from $0.85. Net debt was $947.6 million at February 28, 2025, and net leverage was 3.06x.
Sales rose 20% to $678.2 million; Repair & Engineering sales increased more than 53%
GAAP net loss of $8.9 million, or $0.25 per share, versus net income of $14.0 million, or $0.39 per diluted share, a year earlier
Adjusted diluted EPS of $0.99 versus $0.85; adjusted EBITDA of $81.2 million, up 39%
Landing Gear Overhaul sale expected to close in the fourth quarter of fiscal 2025 for $51 million
On March 18, 2025, AAR's board increased its size from 11 to 12 members and elected Hema Widhani, 47, as an independent Class I director, effective immediately. The board has not yet assigned her to any committees, and the filing discloses no earnings, guidance, or transaction news.
Hema Widhani, 47, elected March 18, 2025 as a Class I independent director
Board size increased from 11 to 12 members to fill the new seat
Non-employee director pay: $95,000 annualized retainer and 391 restricted shares vesting June 1, 2025
Press release (Exhibit 99.1) dated March 19, 2025 says she previously was Prudential Financial's Chief Digital and Marketing Officer
AAR CORP. said Senior Vice President and Chief Human Resources Officer Tracey Patterson accepted a position outside the company and the aviation industry, and will leave effective January 10, 2025. The company agreed to pay her $300,000 in cash, in place of unvested restricted stock tied to her 2023 hiring, on condition that she sign a release of claims and confidentiality and restrictive covenants.
Tracey Patterson notified AAR CORP. on January 3, 2025 that she accepted another opportunity outside the company and the aviation industry
Departure from her position as Senior Vice President and Chief Human Resources Officer is effective January 10, 2025
AAR CORP. agreed to pay Ms. Patterson $300,000, the approximate value of her unvested time-based restricted stock award, conditioned on a release of claims and covenants including non-disparagement and non-solicitation
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