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NYSE Texas [Member]
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): December 1, 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.) |
| One AAR Place 1100 N. Wood Dale Road Wood Dale, Illinois |
60191 |
| (Address of principal executive offices) | (Zip Code) |
| 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Chief Financial Officer
On December 1, 2025, Sean M. Gillen notified AAR CORP. (the “Company” or “AAR”) of his decision to resign as Senior Vice President and Chief Financial Officer of the Company, effective as of December 11, 2025 (the “Effective Date”) to pursue another professional opportunity outside AAR’s industry. Mr. Gillen’s departure is not the result of any disagreement with the Company, including on any matters relating to the Company’s operations, policies, practices, or financial reporting.
Appointment of Interim Chief Financial Officer
On December 4, 2025, Sarah L. Flanagan, Vice President, Financial Operations, of the Company was named Interim Chief Financial Officer (“Interim CFO”), effective as of the Effective Date. Mr. Gillen will remain an employee of the Company through December 19, 2025 to assist with the transition.
Ms. Flanagan, age 54, has served as Vice President, Financial Operations, of the Company since 2017. Prior to this role, she served as Group Chief Financial Officer for the Company’s Aviation Services business since joining the Company in 2012. Ms. Flanagan previously served in various financial planning and analysis, controller and group chief financial officer roles at Honeywell International, Inc., a provider of aerospace, automation & control solutions, specialty materials and transportation systems, and as an auditor at PricewaterhouseCoopers, a registered public accounting firm.
There are no family relationships, as defined in Item 401(d) of Regulation S-K, between Ms. Flanagan and any of the Company’s directors or executive officers, or persons nominated or chosen to become a director or an executive officer of the Company. There is no arrangement or understanding between Ms. Flanagan and any other person pursuant to which she was selected as the Company’s Interim CFO. Ms. Flanagan does not have any direct or indirect material interest in any transaction or proposed transaction required to be disclosed under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On December 4, 2025, the Company issued a press release announcing the resignation of Mr. Gillen as Chief Financial Officer and the appointment of Ms. Flanagan as Interim CFO. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information in this Item 7.01 on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | AAR CORP. Press Release dated December 4, 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: December 4, 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
December 4, 2025
Contact
Investor Relations
+1-630-227-5830
investors@aarcorp.com
AAR announces Chief Financial Officer transition
Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced that Sarah Flanagan has been named the Company’s Interim Chief Financial Officer, effective December 11, 2025. Ms. Flanagan, AAR’s Vice President, Financial Operations, will succeed Sean Gillen, who will depart AAR to pursue another opportunity outside the aviation industry.
Ms. Flanagan joined AAR in 2012 and has held positions of increasing responsibility in the Company’s finance organization, including Group Chief Financial Officer for the Company’s largest business segment. Her financial leadership supported AAR’s growth, and in 2017, she was named an Officer of the Company. Prior to AAR, Ms. Flanagan served in various FP&A, Controller, and Group CFO roles at Honeywell International, Inc. and as an auditor at PwC.
“I want to thank Sean for his many contributions as CFO over the past seven years,” said John M. Holmes, AAR’s Chairman, President and CEO. “Sean’s experience has played a key role in executing on our strategy to reposition and enhance AAR’s portfolio to focus on higher growth, higher margin businesses over the last few years. We wish him the best in his new role.”
Holmes continued, “We are fortunate to have a deep bench of strong talent at AAR, and Sarah brings vast industry knowledge and extensive experience across AAR’s global operations. Sarah and I have worked closely during her 13 years at AAR, and I am excited she will lead our finance organization during this interim period.”
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 may contain certain statements relating to future results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, reflecting management’s expectations about future conditions, including leadership of our finance organization and execution of our strategy. 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 management 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 AAR CORP.’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. 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. These events and uncertainties are difficult or impossible to predict accurately and many are beyond management’s control. Management 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.