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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): November 3, 2025
AAR CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 1-6263 | 36-2334820 | ||
| (State of Incorporation ) | (Commission File Number) | (IRS 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 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 Stock, $1.00 par value | AIR | New York Stock Exchange | ||
| NYSE Texas |
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 November 3, 2025, AAR CORP. (the “Company”) issued a press release announcing the acquisition of HAECO Americas, LLC and its subsidiary HAECO Airframe Services, LLC (together referred to herein as “HAECO Americas”) from HAECO USA, Inc. HAECO Americas performs heavy aircraft maintenance, repair, and overhaul and engineering services at facilities in Greensboro, North Carolina, and Lake City, Florida, for leading commercial airlines. 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 November 3, 2025, the Company acquired HAECO Americas for a purchase price of $80 million in cash, subject to customary post-closing adjustments for working capital, cash, and debt. The cash purchase price was funded using the Company’s existing revolving credit facility.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release issued by AAR CORP. on November 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: November 3, 2025
| AAR CORP. | ||
| By: | /s/ Jessica A. Garascia | |
| Jessica A. Garascia | ||
| Senior Vice President, General Counsel, Chief Administrative Officer and Secretary | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
November 3, 2025
Contact:
Media Team
+1-630-227-5100
Editor@aarcorp.com
AAR acquires HAECO Americas and signs multi-year contracts with key customers, extending North American MRO leadership
The acquisition expands AAR’s heavy maintenance footprint and accelerates the Company’s strategic objective to grow its Repair & Engineering segment
Related to the transaction, AAR secured multi-year heavy maintenance contracts with key customers worth over $850 million
Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced today it has acquired HAECO Americas from HAECO Group for $78 million in an all-cash transaction, subject to customary adjustments. The acquisition immediately expands AAR’s maintenance footprint and accelerates the Company’s strategic objective to grow its Repair & Engineering segment. The purchase price represents a high single-digit multiple of last twelve months EBITDA before the impact of any synergies.
HAECO Americas is the second largest heavy maintenance provider in North America behind AAR. The business performs heavy aircraft maintenance, repair, and overhaul (MRO) and modification services at two facilities, one in Greensboro, North Carolina, and one in Lake City, Florida, for leading commercial airlines.
EXECUTIVE COMMENTARY
“AAR has become the most sought-after heavy maintenance provider in North America, and we are excited to extend our leadership position with the acquisition of HAECO Americas. Over the last few years, we have significantly invested in training, lean initiatives, and proprietary technology to enhance quality and efficiency in our MRO operations. These efforts have resulted in reduced turn-around times for our customers, higher employee retention, and meaningful increases to operating margins. We plan to apply our successful model to the HAECO Americas facilities and expect to significantly improve profitability and operational performance,” said John M. Holmes, AAR’s Chairman, President and CEO.
Holmes continued, “In connection with the transaction, we have secured agreements with key customers, totaling over $850M in sales over a multi-year period. These agreements, which effectively sell out the two HAECO Americas facilities, reflect strong demand and our close customer relationships. Moreover, these new facilities will allow us to further optimize our North American footprint, which we expect will lead to incremental margin expansion overall for our Repair & Engineering segment as we execute the integration.”
HAECO Americas’ over 1,600 dedicated team members bring considerable tenure and a wide range of technical experience on airline and cargo aircraft. The workforce, which is composed of 30% veterans, has focused on serving as centers of excellence and has performed maintenance on thousands of aircraft over decades.
“We are pleased to welcome the talented HAECO Americas team to AAR. Our strong safety culture, partnerships with educational institutions, and focus on career development have made AAR the premier employer for aviation technicians. We look forward to combining with the HAECO Americas team to deliver outstanding service to our customers,” said Tom Hoferer, AAR’s Senior Vice President of Repair & Engineering.
STRATEGIC RATIONALE
| · | Alignment with Company objectives: This acquisition accelerates AAR’s growth and expands the Company’s strong relationships with premier airline customers in North America. |
| · | Meeting customer demand and footprint optimization: As the leading independent MRO provider in North America, AAR’s Airframe MRO network has a multi-year backlog, inclusive of its two facility expansions currently underway in Miami and Oklahoma City. The acquisition of HAECO Americas enables AAR to meet additional customer demand and to optimize its footprint over time. |
| · | Synergy realization and expected improvement in profitability: AAR has demonstrated its ability to drive best-in-class operational efficiency in its heavy maintenance operations. While the transaction will initially be slightly dilutive to AAR’s operating margins, applying the Company’s operating model to HAECO Americas’ two facilities is expected to drive significant synergy realization and margin improvement. Once the integration is complete, AAR expects HAECO Americas to achieve operating margins consistent with those of AAR’s current Airframe MRO operations, with the opportunity to expand further as the Company optimizes its overall heavy maintenance footprint. |
For more information on AAR, visit aarcorp.com.
About AAR
AAR 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.
This press release contains certain statements regarding the anticipated benefits of the acquisition of the heavy aircraft maintenance business from HAECO Americas, including statements regarding integrating the business and realizing related synergies; meeting continuing demand and expanding the Company’s North American heavy maintenance footprint; and improving operating margin, profitability and operations performance for the Repair & Engineering segment. 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. These forward-looking statements are based on beliefs of management, as well as assumptions and estimates based on information currently available to us 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 our most recent Annual Report on Form 10-K. 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 acquisition may not be realized. These events and uncertainties are difficult or impossible to predict accurately, and many are beyond our control. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements, except as required by law.