AAR Corporation

09/16/2025 | Press release | Distributed by Public on 09/16/2025 12:50

Amendment to Current Report (Form 8-K/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 18, 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
NYSETexas

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.

AAR CORP. (the "Company") is filing this amendment to its Current Report on Form 8-K dated March 18, 2025, which reported the appointment of Hema Widhani to the Company's Board of Directors (the "Board"). At the time of the appointment, the Board had not appointed Ms. Widhani to any of its committees.

On September 16, 2025, the Board appointed Ms. Widhani to the Board's Audit Committee and Nominating and Governance Committee, effective immediately.

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.

Date: September 16, 2025

AAR CORP.
By: /s/ Jessica A. Garascia
Jessica A. Garascia

Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

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