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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): February 9, 2026
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. |
On February 9, 2026, Dylan Wolin was appointed Senior Vice President and Chief Financial Officer of AAR CORP. (the “Company” or “AAR”) effective as of February 23, 2026 (the “Effective Date”). He will have responsibility over the financial, accounting, tax, treasury, investor relations, and corporate development functions at AAR.
Sarah L. Flanagan, the Company’s current Interim Chief Financial Officer and Vice President, Financial Operations, will step down from her position as Interim Chief Financial Officer and continue to serve as Vice President, Financial Operations of the Company as of the Effective Date.
Mr. Wolin, age 49, served as President – Elgin, Trackless, and Vactor at Federal Signal Corporation, a global designer, manufacturer, and supplier of products and solutions that serve municipal, governmental, industrial, and commercial customers, from August 2024 to February 2026. Prior thereto, Mr. Wolin served as Vice President, Strategic and Corporate Development, and Treasurer of the Company from 2020 to August 2024 and as Vice President, Strategy and Acquisitions from 2017 to 2020. Prior to that, he served in various leadership roles in corporate development at The Boeing Company, an aerospace company, from 2008 to 2017. Mr. Wolin started his career in investment banking and consulting.
For the Company’s current fiscal year ending May 31, 2026 (“Fiscal 2026”), Mr. Wolin will receive an annual base salary of $500,000 pro-rated from the Effective Date until the end of the fiscal year. He also will receive a sign-on bonus of $300,000, payable 30 days after the Effective Date, provided he remains an active employee in good standing on the date the bonus is paid, and subject to the condition that if he voluntarily terminates his employment with the Company without good reason or if he is terminated for cause, in either case within one year of receiving the sign-on bonus, he will be required to pay back the sign-on bonus in full.
Mr. Wolin also will be included in the Company’s Fiscal 2026 short-term incentive plan, with the performance goals and performance levels set forth in the Committee’s approval for the other executive officers on July 15, 2025, at the following threshold, target, and maximum cash bonus opportunities: a threshold bonus in a dollar amount equivalent to 50% of his pro-rated annual base salary, a target bonus in a dollar amount equivalent to 100% of his pro-rated annual base salary, and a maximum bonus in a dollar amount equivalent to 200% of his pro-rated annual base salary.
Mr. Wolin also will receive time-based restricted stock awards with a dollar value of $840,000 as of the date of grant to replace foregone equity at his prior employer (the “Replacement RSAs”). Subject to continued employment, 25% of the Replacement RSAs will vest on the first anniversary of the date of the grant, 25% will vest on the second anniversary of the date of the grant, and the remainder will vest on the third anniversary of the date of the grant. The Replacement RSAs will otherwise be subject to the terms and conditions of the Fiscal 2026 long-term incentive plan, the AAR CORP. 2013 Stock Plan as amended and restated effective July 13, 2020 (reflecting amendments since July 13, 2020), and the Company’s Fiscal 2026 time-based restricted stock award agreement (except for the grant date, price and vesting dates).
Mr. Wolin will be entitled to participate in the Company’s benefit plans including the Supplemental Key Employee Retirement Plan, as amended and restated effective July 13, 2020. The Company also will enter into a severance and change in control agreement and an indemnification agreement with Mr. Wolin substantially in the forms entered into with other executive officers of the Company.
There are no family relationships, as defined in Item 401(d) of Regulation S-K, between Mr. Wolin 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 Mr. Wolin and any other person pursuant to which he was selected as the Company’s Senior Vice President and Chief Financial Officer. Mr. Wolin 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 February 11, 2026, the Company issued a press release announcing the appointment of Mr. Wolin as Senior Vice President and Chief Financial Officer. 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 February 11, 2026 | |
| 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: February 11, 2026
| 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
February 11, 2026
Contact:
Media Team
+1-630-227-5100
Editor@aarcorp.com
AAR appoints Dylan Wolin as Chief Financial Officer
Wood Dale, Illinois — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, announced today that its Board of Directors has appointed Dylan Wolin as the Company’s Chief Financial Officer, effective February 23, 2026. Wolin’s responsibilities will include finance, accounting, tax, treasury, investor relations, and corporate development.
Wolin will rejoin AAR from Federal Signal Corporation, where he served as President of Elgin, Trackless, and Vactor, the company’s primarily municipal-focused specialty vehicle businesses, from 2024 to 2026.
From 2017 to 2024, Wolin led AAR’s strategic and corporate development, treasury, and investor relations functions. He helped lead the Company’s portfolio repositioning, capital markets activities, and strategic planning, including the acquisitions of Trax and Triumph Product Support.
Before joining AAR and Federal Signal, Wolin was a Director in Boeing’s Corporate Development group, where he was responsible for merger, acquisition, and joint venture transactions. Prior to Boeing, he served as a Vice President in Deutsche Bank’s Global Industrials Group within its investment banking division. Earlier in his career, Wolin was an Associate at McManus & Miles, a boutique investment bank specializing in financial advisory and private placements.
Wolin earned a Bachelor of Arts in economics from Tufts University and a Master of Business Administration in finance from the Wharton School of the University of Pennsylvania.
“I worked very closely with Dylan during his seven years at AAR. He was instrumental in developing the strategy we are executing today. I am thrilled he is rejoining our senior leadership team, bringing valuable additional operational and strategic experience,” said John M. Holmes, AAR’s Chairman, President and CEO. “I would also like to thank Sarah Flanagan for her service as our Interim CFO. Sarah is a deeply valued member of our team, and I am looking forward to her continued leadership in our finance organization.”
“AAR’s strong team, unique customer value proposition, and exciting additional growth opportunities underscore the Company’s compelling future,” said Wolin. “I am eager to partner with John and the rest of the AAR team to drive continued execution of AAR’s growth strategy.”
Sarah Flanagan, the Company’s Interim Chief Financial Officer, will return to her previous role as Vice President, Financial Operations, effective February 23, 2026.
AAR reaffirms its guidance for the third fiscal quarter and full fiscal year issued on January 6, 2026.
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 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 continued execution of the company’s growth strategy and guidance related to quarterly and full-year financial results. 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.