AAR CORP

There have been no material changes in the risk factors disclosed under Part I, Item 1A “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 with the exception of the addition of the following risk factors:

The acquisition of MRO Holdings may not be completed on a timely basis, or at all, and the failure to complete the acquisition could adversely affect our business, operating results and financial condition.

We have entered into a definitive agreement with respect to the acquisition of a 65% controlling interest in MRO Holdings (the “Acquisition”). We can provide no assurance that the Acquisition will be consummated on a timely basis or at all. Pursuant to the stock purchase agreement that we entered into relating to the Acquisition (the “Purchase Agreement”), the Acquisition is subject to a number of closing conditions. Many of the closing conditions will not be within our control, and we cannot predict when or if these conditions will be satisfied. There can be no assurance as to when, or if, the conditions to closing of the Acquisition will be satisfied or waived or that other events will not intervene to delay the Acquisition or result in the termination of the Purchase Agreement. Any delay in completing the Acquisition could cause us not to realize some or all of the benefits that we expect to achieve if the Acquisition is successfully completed within our expected timeframe. Similarly, delays in the completion of the Acquisition could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the Acquisition.

If the Acquisition is not completed, our ongoing business, financial condition, financial results and stock price may be adversely affected, and we will be subject to the following risks: (i) depending on the reasons for the failure to complete the Acquisition, we could be liable for monetary or other damages in connection with the termination or breach of the Purchase Agreement; (ii) we have dedicated, and will continue to dedicate, significant time and resources, financial and otherwise, in planning for the Acquisition and the associated integration, the benefit of which we would lose if the Acquisition is not completed and which could otherwise have been devoted to other opportunities that may have been beneficial to us; (iii) while the Purchase Agreement is in force, we will be required to conduct our business, and cause our subsidiaries to conduct their businesses, in the ordinary course in all material respects, and will be restricted from amending our organizational documents in a manner that would adversely affect the Acquisition; (iv) these requirements and restrictions may adversely affect our ability to execute certain of our business strategies; (v) we may experience negative reactions from the financial markets or from suppliers, customers, regulators and employees, and may not be able to retain key management personnel and other key employees; and (vi) we may be subject to litigation related to any failure to complete the Acquisition or related to any enforcement proceeding commenced against us to perform our obligations pursuant to the Purchase Agreement.

Furthermore, we are subject to the following risks in connection with this pending Acquisition:

We may not realize the anticipated benefits of the Acquisition, and we may face difficulties integrating MRO Holdings’ operations, which could have a material adverse effect on our business, operating results and financial condition.

Even if the Acquisition is completed, we may not realize the anticipated benefits of the Acquisition, including any synergies, cost savings, financial or business growth opportunities. The benefits of the Acquisition may not be achieved within the anticipated timeframe, or at all. Further, we may not be able to successfully execute our integration plans for MRO Holdings and may face diversion of management attention from our existing business, unanticipated costs and risks associated with integrating MRO Holdings’ operations, and challenges in combining our business with MRO Holdings’ operations. Failing to realize the anticipated benefits of the Acquisition and difficulties integrating MRO Holdings could have a material adverse effect on our business, operating results and financial condition.