UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
6.750% Senior Notes due 2029
On 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 “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”). 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 Notes have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws.
Interest and Maturity
The Additional Notes bear interest at a rate of 6.750% per annum, payable semiannually in cash in arrears on March 15 and September 15 of each year, commencing September 15, 2025. The Additional Notes will mature on March 15, 2029.
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 the Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 8.01. Other Events.
On August 11, 2025, the Company issued a press release announcing the launch of the offering of the Additional Notes. The text of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.
On August 11, 2025, the Company issued a press release announcing the pricing of the Additional Notes. The text of the press release is attached as Exhibit 99.2 hereto and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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.
| AAR CORP. | |
| Date: August 14, 2025 | /s/ Jessica A. Garascia |
| Jessica A. Garascia | |
| Senior Vice President, General Counsel, Chief Administrative Officer and Secretary |