AAR Announces Pricing of 3 Million Share Public Offering

WOOD DALE, Ill. – AAR CORP. (NYSE: AIR), a key player in providing aviation services across commercial and government sectors, including MROs (Maintenance, Repair, and Overhaul) and OEMs (Original Equipment Manufacturers), has announced the pricing of its public offering. The company will offer 3,000,000 shares of its common stock at a price of $83.00 per share, according to a recent statement.

Underwriters have been granted a 30-day option to purchase up to an additional 450,000 shares at the same public offering price. AAR estimates net proceeds of approximately $239.0 million from the offering, potentially increasing to $274.9 million if the underwriters fully exercise their option. The transaction is expected to close around October 2, 2025, pending standard closing conditions.

AAR intends to allocate the net proceeds primarily to repay outstanding borrowings under its unsecured revolving credit facility. The remaining funds will be used for general corporate purposes, including potential future acquisitions. This strategic move could signal AAR’s intent to expand its market presence through strategic acquisitions, further solidifying its position as a leading aviation services solution provider.

Goldman Sachs & Co. LLC, Jefferies, and RBC Capital Markets are serving as the joint lead book-running managers for the offering. The syndicate also includes prominent firms such as BofA Securities, Inc., Truist Securities, Inc., and Wells Fargo Securities, LLC, acting as joint book-running managers. Additional co-managers include The Benchmark Company, LLC, CIBC Capital Markets, KeyBanc Capital Markets Inc., PNC Capital Markets LLC, Samuel A. Ramirez & Company, Inc. and William Blair & Company, L.L.C. The breadth of the financial institutions involved underscores the market’s confidence in AAR’s business model and future prospects.

The offering is being conducted under a shelf registration statement on Form S-3, which was previously filed with the Securities and Exchange Commission (SEC). Detailed information, including a preliminary prospectus supplement and accompanying prospectus, can be found on the SEC’s website.

It is important to note that this announcement does not constitute an offer to sell or a solicitation of an offer to buy these securities. Any such offer, solicitation, or sale would be unlawful prior to registration or qualification under applicable securities laws.

About AAR

AAR is a global aerospace and defense aftermarket solutions company with operations in over 20 countries. Headquartered near Chicago, AAR supports commercial and government customers through four operating segments: Parts Supply, Repair & Engineering, Integrated Solutions, and Expeditionary Services. AAR’s integrated approach allows it to offer comprehensive solutions across the aviation lifecycle, from parts distribution to complex maintenance programs.

The successful completion of this offering will likely allow AAR to deleverage its balance sheet, providing greater financial flexibility for future strategic initiatives. The company’s focus on both commercial and government contracts offers a degree of stability in a cyclical industry. While the repayment of debt provides immediate benefits, the allocation of remaining funds toward acquisitions could be a catalyst for growth, provided these acquisitions are strategically aligned with AAR’s existing business and generate significant synergies.

Forward-Looking Statements

This press release contains certain statements relating to future events or results, which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, which reflect management’s expectations about future conditions, including, but not limited to, statements related to the offering and intended use of proceeds from the offering.

Forward-looking statements often address our expected future operating and financial performance and financial condition, or targets, goals, commitments, and other business plans, and often 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 the beliefs of Company management, as well as assumptions and estimates based on information available to the Company as of the dates such assumptions and estimates are made, 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 our Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, Part I, “Item 1A, Risk Factors” and our other filings filed from time to time with the U.S. Securities and Exchange Commission. These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control. The risks described in these reports are not the only risks we face, as additional risks and uncertainties are not currently known or foreseeable or impossible to predict accurately or risks that are beyond the Company’s control or deemed immaterial may materially adversely affect our business, financial condition or results of operations in future periods. We assume 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.