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AAR CORP

For the period ended Sep 23, 2026. Filed Aug 4, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 23, 2026 · Filed Aug 4, 2026

AIR$109.21+4.5%Stored close · as of Nov 6, 2026
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Contents

Proxy statement summary

AAR – Who we are and what we do

AAR is a leading global aerospace and defense aftermarket solutions company with operations in over 20 countries. The leading parts, repair, and software platform in the aviation aftermarket, AAR serves both commercial and government customers.

Business overview

Parts• Distribution of new parts to commercial and government / defense operators• Used Serviceable Material (USM)Repair• Airframe MRO• Component MRO• Engineering Services
Software• TraxSM• AerostratSM• Airinmar®• AirvoyantSMGovernment Solutions• Government Programs• Mobility Systems

Customers (percentage of Fiscal Year 2026 sales)

4 |

Key business achievements in Fiscal Year 2026

Executed and expanded in commercial and government markets

Completed construction of Airframe MRO expansion in Oklahoma City and began servicing additional lines of heavy maintenance

Renewed 100% of new parts Distribution contracts and entered into significant new contracts, expanding U.S. and foreign military support

Completed formation of xCelle Asia joint venture, expanding offerings in Asia-Pacific Region

Secured flagship airline commitment for Trax

Strategic actions positioning the Company for continued growth and margin expansion

Simplified segmentation to align with Parts, Repair, and Software approach and initiated wind-down of Commercial Programs business to improve margins and return on capital

Acquired ADI American Distributors, LLC, broadening new parts Distribution offerings and presenting high-growth opportunities

Acquired Aerostrat and launched Airvoyant, each strengthening our Software platform

Expanded Airframe MRO capacity and optimized footprint with acquisition of HAECO Americas

Acquired Aircraft Reconfig Technologies, enhancing our Engineering Services offerings and reducing reliance on third parties for design certification

This document includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our goals, commitments, strategies, results and executive compensation program. These statements involve risks and uncertainties. Actual results could differ materially from any future results expressed or implied by the forward-looking statements for various reasons, including due to the risks, uncertainties, and other important factors that are discussed in our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 (the “2026 Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”), and subsequent filings. We assume no obligation to update any forward-looking statements or information, which speak as of the date of this proxy statement.

2026 Proxy Statement | 5

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.