8-K - AIR - Equibles

Common<br> Stock, $1.00 par value	AIR

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 Event Reported): April 3, 2025

AAR

CORP.

(Exact name of registrant as specified in its charter)

Delaware	1-6263	36-2334820
(State of Incorporation)	(Commission<br> File Number)	(IRS<br> Employer Identification No.)
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<br>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))

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

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

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).

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 7.01. Regulation FD Disclosure.

On April 3, 2025, AAR CORP. (the “Company”) issued a press release announcing the completion of the sale of its Landing Gear Overhaul business to GA Telesis. A copy of the press release is furnished and attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing under the Securities Act, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

On April 3, 2025, the Company completed the previously announced sale of its Landing Gear Overhaul business to GA Telesis for $51 million, subject to post-closing adjustments for working capital, cash, and debt. The Company received net proceeds of approximately $48 million from the sale, which reflects selling costs and an estimated working capital adjustment.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by AAR CORP. on April 3, 2025
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)

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: April 3, 2025
	AAR CORP.
	By:	/s/ Jessica A. Garascia
		Jessica A. Garascia
		Senior Vice President, General Counsel, Chief AdministrativeOfficer and Secretary

Exhibit 99.1

FORIMMEDIATE RELEASEApril 3, 2025

Contact:

Media Team

+1-630-227-5100

Editor@aarcorp.com

AARcompletes sale of Landing Gear Overhaul business

WoodDale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced today that it has completed the divestiture of its non-core Landing Gear Overhaul business to GA Telesis for $51 million.

On December 20, 2024, AAR announced it had entered into a definitive agreement to divest the business as part of the Company’s strategic plan to optimize its portfolio by investing in core functions that will accelerate its targeted growth and margin expansion initiatives.

“The divestiture of our Landing Gear Overhaul business is another step to enhance our portfolio and focus on growing our core aviation aftermarket services,” said John M. Holmes, AAR’s Chairman, President and CEO. “I want to thank our Landing Gear team for their many contributions to AAR over the years and wish them and GA Telesis success in the future.”

For more information on AAR, visit aarcorp.com.

AboutAARAAR is a 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 four operating segments: Parts Supply, Repair & Engineering, Integrated Solutions, and Expeditionary Services. Additional information can be found at aarcorp.com.

AboutGA TelesisGA Telesis, a global leader in aerospace solutions, is renowned for its unmatched excellence in aftermarket services and lifecycle management. The GA Telesis Ecosystem™ is a vast global network spanning 54 locations in 30 countries on six continents. The company’s integrated solutions include parts and distribution services, logistics solutions, inventory management, leasing and financing, engine overhaul, and MRO services. GA Telesis is committed to sustainability through innovative sustainability initiatives and advanced technologies, including digital transformation, and using advanced materials. The company’s aerospace systems and connected aircraft technologies drive efficiency and performance, while its MRO network and 24/7 AOG support provide unparalleled reliability.

This press release contains certain statements relating to future business opportunities and conditions, as well as anticipated benefits of the divestiture by AAR CORP. (the “Company”) of the Company’s Landing Gear Overhaul business (the “Divestiture”). Such statements are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995 and reflect management’s expectations about future conditions. Forward-looking statements may also be identified because they contain words such as “anticipate,” “believe,” “continue,” “could,’’ “estimate,” “expect,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or similar expressions and the negatives of those terms. Factors that may cause actual results to differ materially from current expectations include, among others, risks associated with the Company’s ability to realize the anticipated benefits of the Divestiture as rapidly or to the extent anticipated; the effect of the Divestiture on the Company’s operating results and business generally; and other factors that could affect the Company’s business, results of operations and financial condition. These forward-looking statements are based on beliefs of Company management, as well as assumptions and estimates based on information currently available to the Company, and are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or those anticipated. For a discussion of these and other risks and uncertainties, refer to “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, as well as the Company’s other subsequent filings with the Securities and Exchange Commission. 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 and the anticipated benefits of the Divestiture may not be realized. These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control. The Company cautions readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. The Company assumes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events, except as required by law.