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~~Earliest ~~event~~Event ~~reported~~Reported): ~~August~~September 1116, 2025

AAR CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-6263	36-2334820
(State or other jurisdiction of incorporation )	(Commission File Number)	(IRS Employer Identification No.)
(State of Incorporation )	(Commission File Number)	(IRS Employer Identification No.)

One AAR Place 1100 N. Wood Dale Road Wood Dale, Illinois	60191
(Address of principal executive offices)	(Zip Code)

One AAR Place
1100 N. Wood Dale Road
Wood Dale, Illinois 60191

(Address and Zip Code of Principal Executive Offices)

Registrant’s telephone number, including area code: (630) 227-2000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	AIR	New York Stock Exchange
		NYSE Texas

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common Stock, $1.00 par value	AIR	New York Stock Exchange
Common Stock, $1.00 par value	AIR	NYSE Texas

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 15.0107. ~~Entry~~Submission ~~into~~of Matters to a ~~Material~~Vote ~~Definitive~~of ~~Agreement~~Security Holders.

6On September 16, 2025, AAR CORP.~~750~~ (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, 33,426,008 shares of common stock, par value $1.00 per share, or approximately 93% of ~~Senior~~the ~~Notes~~35,964,153 ~~due~~shares ~~2029~~of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy. Set forth below are the matters acted upon by the Company’s stockholders at the Annual Meeting, as such matters are more fully described in the Company’s proxy statement filed on August 5, 2025, and the final voting results on each such matter.

OnProposal August 14, 2025, AAR CORP. (the “Company”), a Delaware corporation, issued $150,000,000 aggregate principal amount of its 6.750% Senior Notes due 2029 (the “Additional Notes”). The Additional Notes were issued pursuant to an existing indenture, dated as of March 1,: ~~2024 (the~~Election ~~“Base Indenture”), as supplemented by a First Supplemental Indenture, dated as~~ of March 1, 2024 (the “First Supplemental Indenture”), and as further supplemented by the Second Supplemental Indenture, dated as of October 8, 2024 (the “Second Supplemental Indenture” and, together with the Base Indenture and the First Supplemental Indenture, the “Indenture”), among the Company, the guarantors named therein (the “Note Guarantors”) and Wilmington Trust, National Association (the “Trustee”)Directors. The Additional Notes are treated as a single series with the $550,000,000 aggregate principal amount of 6.750% Senior Notes due 2029 issued on March 1, 2024 under the Base Indenture and the First Supplemental Indenture (the “Existing Notes” and, together with the Additional Notes, the “Notes”) and have substantially the same terms as the Existing Notes. The Additional Notes were issued at a price of 102.000% of their principal amount, plus accrued and unpaid interest from March 15, 2025, for a yield to maturity of 6.119%.

The ~~Additional~~stockholders ~~Notes~~elected ~~have~~each ~~not~~of ~~been,~~the ~~and~~Company’s ~~will~~three ~~not~~Class ~~be,~~II ~~registered~~director ~~under~~nominees ~~the~~for ~~Securities~~a ~~Act~~three-year ofterm ~~1933,~~expiring asat ~~amended (~~the ~~“Securities~~2028 ~~Act”),~~annual ~~or the securities laws of any other jurisdiction~~meeting, ~~and~~as ~~may~~reflected ~~not be offered or sold~~ in the ~~United States absent registration or an applicable exemption from~~ ~~the~~following ~~registration~~voting ~~requirements of the Securities Act and applicable state laws.~~results:

Interest and Maturity

Name of Nominee	For	Against	Abstain	Broker Non-Votes
Jeffrey N. Edwards	26,071,385	5,679,722	3,843	1,671,058
John M. Holmes	30,566,655	1,184,313	3,982	1,671,058
Ellen M. Lord	29,716,379	2,008,633	29,938	1,671,058
Marc J. Walfish	28,849,972	2,900,894	4,084	1,671,058

The ~~Additional~~continuing ~~Notes~~directors ~~bear interest~~of atthe aCompany ~~rate~~are ~~of 6~~Michael R.~~750%~~ ~~per annum~~Boyce, ~~payable~~John ~~semiannually~~W. inDietrich, ~~cash~~Robert inF. ~~arrears~~Leduc, onDuncan ~~March~~J. 15McNabb, ~~and~~Billy ~~September~~J. ~~15 of each year~~Nolen, ~~commencing September~~Peter 15Pace, ~~2025~~Jennifer L. ~~The~~Vogel, ~~Additional~~and ~~Notes~~Hema ~~will mature on March 15, 2029~~Widhani.

~~Item~~Proposal 2~~.03.~~: ~~Creation~~Advisory ofProposal ato ~~Direct~~Approve ~~Financial~~our ~~Obligation~~Fiscal or2025 anExecutive ~~Obligation under an Off-Balance Sheet Arrangement of a Registrant~~Compensation.

The ~~information~~stockholders ~~set forth~~approved ~~above in~~ the ~~Item~~advisory ~~1.01~~proposal offor ~~this~~our ~~Current~~Fiscal ~~Report~~2025 onexecutive ~~Form~~compensation, ~~8-K~~as isreflected ~~incorporated~~in bythe ~~reference~~following ~~into~~voting ~~this Item 2.03.~~results:

Item 8.01. Other Events.

For			Against			Abstain			Broker Non-Votes
29,810,339			1,925,382			19,229			1,671,058

OnProposal ~~August~~3: ~~11,~~Ratification ~~2025, the Company issued a press release announcing the launch~~ of ~~the~~Appointment ~~offering~~ of ~~the~~Independent ~~Additional~~Registered ~~Notes.~~Public ~~The~~Accounting ~~text of the press release is attached as Exhibit 99~~Firm.~~1 hereto and incorporated by reference herein.~~

OnThe ~~August~~stockholders ~~11, 2025, the~~ratified ~~Company~~the ~~issued~~appointment aof ~~press~~KPMG ~~release~~LLP ~~announcing~~as the ~~pricing~~Company’s ofindependent ~~the~~registered ~~Additional~~public ~~Notes.~~accounting ~~The~~firm ~~text~~for of the ~~press~~fiscal ~~release~~year isending ~~attached~~May as31, ~~Exhibit 99.2~~2026, ~~hereto~~as ~~and~~reflected ~~incorporated~~in bythe ~~reference~~following ~~herein.~~voting results:

Item 9.01. Financial Statements and Exhibits.

For			Against			Abstain
32,519,666			900,923			5,419

~~(d)~~Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
4.1		Base Indenture, dated as of March 1, 2024, by and between the Company and the Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 1, 2024)
4.2		Form of 6.750% Senior Note due 2029 (included in Exhibit 4.1)
4.3		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 Company’s Current Report on Form 8-K filed with the SEC on March 1, 2024)
4.4		Second Supplemental Indenture, dated as of October 8, 2024, by and among the Company, the Note Guarantors and the Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2024)
99.1		Press Release, dated August 11, 2025 (Launch)
99.2		Press Release, dated August 11, 2025 (Pricing)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(d) Exhibits

SIGNATURES

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded in the Inline XBRL document)

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

	AAR CORP.
Date: August 14, 2025	/s/ Jessica A. Garascia
	Jessica A. Garascia
	Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:          September 16, 2025

	AAR CORP.

	By:	/s/ Jessica A. Garascia
		Jessica A. Garascia
		Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

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