AAR CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE

SECURITIES EXCHANGE ACT OF 1934

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AAR CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Dear fellow stockholders,

Fiscal Year 2025 marked our 70-year anniversary and it was a great year for our Company. We set records, optimized our portfolio to position the Company for future growth, and continued to support our customers in a dynamic environment. Our achievements highlighted our entrepreneurial spirit and ability to continue to evolve to meet the ever-changing needs of our industry.

Our 70th anniversary

Founded in 1955 with an astute understanding of the aviation industry’s emerging needs, AAR – known as Allen Aircraft Radio at the time – sought to transform the aftermarket. With this deftness and vision, throughout our history, we have innovated, strategically evolved our offerings, and prioritized safety and service. Today, we remain committed to these foundational

tenets and continue to place our valued customers, team members, shareholders, communities, and the industry as awhole at the center of our activities. We proudly celebrate 70 years of Doing It Right®.

Our financial results

AAR’s financial discipline and strong execution yielded record financial results for Fiscal Year 2025. Notably, growth of our new parts Distribution activities and exceptional performance in our MRO facilities contributed to profitability improvements. More broadly, our focus on significantly expanding margins across all business areas drove unprecedented revenue, taking the Company well above our pre-pandemic highs.

Specifically, AAR’s consolidated sales grew 20% from $2.3 billion to $2.8 billion. We recorded GAAP diluted

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earnings per share of $0.35, compared to $1.29 in Fiscal Year 2024, and our adjusted diluted earnings per share from continuing operations were $3.91, up 17% from $3.33 in Fiscal Year 2024.

Our investments

Disciplined allocation of our capital was central to AAR’s growth in Fiscal Year 2025 and is the basis for our future strategy.

In Fiscal Year 2023, we completed the acquisition of Trax SM, a leading aviation maintenance and engineering software company. After two years of investment, Trax has experienced significant growth and our acquisition thesis has been confirmed. We launched several new services and announced many new business wins with some of the largest airlines and MRO providers, and we have nearly doubled Trax's revenue since the acquisition. We are pleased with this outstanding success and are positioning the company to achieve opportunities for significant further growth.

This year, we substantially completed the integration of AAR’s Fiscal Year 2024 Product Support acquisition, realizing synergies and delivering strong performance. Our Component Services activities benefited from the additional capabilities, expanded global footprint, and higher margin offerings brought through the acquisition.

AAR made considerable adjustments to optimize our portfolio, focusing on our core segments and highest margin offerings. With this emphasis, we also continue to strengthen our existing businesses through further investments. Digital technologies are transforming our Company and industry while affording superior profitability. In our Airframe MRO activities, digital advancements have driven efficiencies to contribute to significant margin expansion, and we continue to make progress toward additional maintenance capacity through the construction of two Airframe MRO facility expansions.

Our impact

AAR’s record financial performance was achieved by the Best Team in Aviation: AAR’s 6,000 global team members. We endeavor to foster a positive Company culture that values each team member and unifies them in our pursuits. Our success was validated in March 2025, when AAR earned the prestigious Great Place to Work® Certification based on team member

feedback. Team AAR ranked our regard for their safety as the Company’s most salient attribute and reported a widespread feeling of pride in our shared accomplishments.

AAR’s positive Company culture translates to successful outcomes for our operations and customers.

Our future

For the past seven decades, AAR has optimized our portfolio to meet the needs of the aviation industry. As we look to the year ahead, we are focused on creating value through our differentiated offerings and pursuing organic growth through market share gains and capacity expansions, while also investing in strategic M&A. We remain focused on delivering unmatched support for our customers, superior returns for our shareholders, and meaningful opportunities for our team members. We are committed to Doing It Right® in the decades ahead.

Our annual meeting

With that, I am pleased to invite you to AAR’s 2025 annual meeting of stockholders, which will be a virtual meeting. The annual meeting will be held on Tuesday, September 16, 2025, at 9:00 a.m., Central Time and you will be able to attend the annual meeting online, vote your shares electronically, and submit your questions during the annual meeting by visitingwww.virtualshareholdermeeting.com/AIR2025 and entering your control number. You will not be able to attend the annual meeting in person.

I encourage you to read our 2025 proxy statement, our annual report, and our other proxy materials. Please see Appendix B for reconciliations of non-GAAP financial measures. Whether or not you plan to attend the annual meeting of stockholders, your vote is important. Please follow the voting instructions to ensure that your shares are represented and voted at the annual meeting.

Thank you for your continued confidence and investment in AAR.

John M. Holmes

Chairman, President and Chief Executive Officer

2025 Proxy Statement | 2

Notice of 2025 annual meeting

of stockholders

To our stockholders:

We are pleased to invite you to attend our 2025 annual meeting of stockholders. Please read the information in this notice and proxy statement to learn more about AAR and the matters to be voted on at the annual meeting.

Items of business

You will be asked at our annual meeting to:

Stockholders will transact any other business that may properly come before the annual meeting or any adjournment or postponement of the annual meeting.

Voting

Your vote is important. We encourage you to vote your shares as soon as possible. You may vote by proxy over the Internet, by telephone, or by completing and returning the enclosed proxy card in the postage-paid envelope provided. If you are a “street name” stockholder (meaning that your shares are registered in the name of your bank or broker), you will receive instructions from your bank, broker or other nominee describing how to vote your shares. We also welcome you to attend the virtual meeting and vote online.

Please see Appendix A for important information about voting your shares at our 2025 annual meeting.

By Order of the Board,

Jessica A. Garascia

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

August 5, 2025

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