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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): July 21, 2026

 

AAR CORP.

(Exact name of registrant as specified in its charter)

 

Delaware   1-6263   36-2334820
(State of Incorporation )   (Commission File Number)   (IRS Employer Identification No.)

 

One AAR Place
1100 N. Wood Dale Road
Wood Dale, Illinois
60191
(Address and Zip Code of Principal Executive Offices)

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
    NYSE Texas

 

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 2.02Results of Operations and Financial Condition.

 

On July 21, 2026, AAR CORP. (the “Company”) issued a press release and supplemental slide presentation reporting the Company’s financial results for the fourth quarter ended May 31, 2026. Copies of the Company’s press release and supplemental slide presentation are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively.

 

The information furnished under Item 2.02 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K.

 

Item 9.01Financial Statements and Exhibits.

 

(d)   Exhibits.

 

Exhibit No.   Description
99.1   Press Release issued by AAR CORP. dated July 21, 2026.
99.2   Slide Presentation by AAR CORP. dated July 21, 2026.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

SIGNATURE

 

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: July 21, 2026  
  AAR CORP.
   
  By:  
    /s/ DYLAN Z. WOLIN
    Dylan Z. Wolin
    Senior Vice President and Chief Financial Officer
    (Principal Financial Officer)

 

 

 

 

Exhibit 99.1

 

AAR reports fourth quarter and fiscal year 2026 results

 

Wood Dale, Illinois, July 21, 2026 — AAR CORP. (NYSE: AIR), a leading provider of aviation services to commercial and government operators, MROs, and OEMs, reported today financial results for the fourth quarter and fiscal year 2026 ended May 31, 2026.

 

FOURTH QUARTER FISCAL YEAR 2026 HIGHLIGHTS

(As compared to Q4 FY2025)

 

·Sales of $928 million; increased 23%
·GAAP diluted EPS of $1.27
·Adjusted diluted EPS of $1.53; increased 32%
·GAAP Net income of $51 million
·Adjusted EBITDA of $116 million; increased 27%
·Adjusted EBITDA margin increased from 12.4% to 12.5%

 

FISCAL YEAR 2026 HIGHLIGHTS

(As compared to FY2025)

 

·Sales of $3.3 billion; increased 19%
·GAAP diluted EPS of $4.86
·Adjusted diluted EPS of $5.05; increased 29%
·GAAP Net income of $188 million
·Adjusted EBITDA of $401 million; increased 24%
·Adjusted EBITDA margin increased from 11.8% to 12.1%

 

“Our momentum continued into the fourth quarter as we delivered another strong set of results. Total adjusted sales were up 26%, including 13% organically,” stated John M. Holmes, AAR’s Chairman, President and CEO. “Growth was driven by each of our key parts, repair, and software platform activities in the quarter, led by our Parts Supply segment which grew 39%. Within Parts Supply, new parts Distribution activity organic growth was 19%. Our Repair, Engineering, and Software segment reported 35% sales growth in the quarter driven by a significant increase in our Component MRO activities, higher volumes in our Airframe MRO facilities, and growth in recurring revenue at Trax.”

 

1

 

 

“Our strong topline performance translated to an adjusted EBITDA increase of 27% in the quarter. We expanded our adjusted EBITDA margins from 12.4% to 12.5% year over year, despite the expected short-term dilutive impact of the HAECO Americas acquisition. Going forward, we expect further margin expansion as we shift our sales mix to higher margin offerings, complete the HAECO Americas integration, and continue to realize acquisition-related synergies.

 

“For the full Fiscal Year 2026, adjusted sales were up 20%, and organic adjusted sales grew 14%. Adjusted EBITDA increased 24% while adjusted EBITDA margins grew from 11.8% to 12.1%.

 

“Earlier in the fourth quarter we announced a new reporting structure consisting of four operating segments: Parts Supply; Repair, Engineering, and Software (RE&S); Government Solutions; and Legacy Commercial Programs. Along with the segment realignment we announced our intention to wind down the Legacy Commercial Programs business, reflecting our continued focus on growth, margin expansion, and additional cash flow generation. Total adjusted EBITDA margin from the combined Parts Supply, RE&S, and Government Solutions segments in the fourth quarter and full year was 13.0% and 12.7%, respectively.

 

“Cash flow performance in the quarter was also strong, helping us to continue to reduce our leverage. Adjusted cash from operations was $58 million in the quarter and $94 million for the full fiscal year, resulting in net leverage of 2.03x at the end of the fourth quarter. We are well within our target range of 2.0x to 2.5x, giving us flexibility to continue funding our strategic growth. Adjusted cash from operations as a percent of adjusted EBITDA was 50% for the fourth quarter and 24% over the last year.

 

Holmes concluded, “Our record Fiscal Year 2026 financial performance demonstrates that the strategic and operational changes we have made are creating a more durable, higher-growth, and higher-margin aviation aftermarket services platform. Over the last five years, we have grown adjusted EBITDA at a 37% CAGR while expanding adjusted EBITDA margins by an average of 100 basis points annually. Our execution has delivered industry leading turnaround times in our hangars, significant market share gains in distribution, and innovative new software products. Our recent acquisitions are performing well, with integration efforts proceeding ahead of schedule. Together, these achievements have strengthened our balance sheet and increased our financial flexibility to continue investing in our platform. Our disciplined growth strategy has us well-positioned to continue creating long-term value for our employees, customers, and shareholders.”

 

2

 

 

RECENT UPDATES

 

·Announced segment realignment and wind-down of Commercial Programs business, reflecting continued focus on growth, margin expansion, and additional cash flow generation
·Signed a multi-year commercial distribution agreement with Woodward to provide high-demand consumable parts for the CFM LEAP, GEnx, and CF34 engines
·Component MRO facility in Wellington, Kansas received Collins Aerospace Supplier of the Year Award
·Expanded Airbus proprietary component repair offering to include Airbus A320 slat repair at our Chonburi, Thailand Component MRO facility
·Launched Airvoyant, an AI-powered aviation procurement solution to connect buyers directly to suppliers
·Completed acquisition of Aircraft Reconfig Technologies in April, adding FAA Organization Designation Authorization (ODA) to AAR’s Engineering Services capabilities
·Awarded a $305 million follow-on contract to provide contractor logistics support for the U.S. Navy and Marine Corps C-40A fleet, ensuring the fleet’s continued operational readiness and long-term sustainment

 

FOURTH QUARTER FISCAL YEAR 2026 RESULTS

 

Consolidated fourth quarter sales increased 23% to $928.0 million, compared to $754.5 million in the same quarter last year. Sales to commercial customers increased 31%, or $161 million, primarily due to double-digit organic growth across new parts Distribution within the Company's Parts Supply segment and the impact of the Company’s acquisitions of HAECO Americas and ADI. Sales to government customers increased 5%, or $12 million, over the same period last year, primarily due to the impact of ADI’s sales to government customers. Sales to commercial customers were 73% of consolidated sales, compared to 69% in the prior year quarter.

 

The Company reported net income of $50.7 million, or $1.27 per diluted share. For the fourth quarter of the prior year, the Company reported net income of $34.0 million, or $0.95 per share. Adjusted diluted earnings per share in the fourth quarter of fiscal year 2026 were $1.53, compared to $1.16 in the fourth quarter of the prior year.

 

3

 

 

Selling, general, and administrative expenses were $99.6 million in the current quarter, compared to $77.4 million in the prior year quarter. Acquisition, amortization, and integration expenses were $11.3 million in the quarter, compared to $0.3 million in the prior year quarter.

 

Operating margins were 8.6% in the quarter, compared to 9.7% in the prior year quarter. Adjusted operating margin increased to 10.6% in the current year quarter from 10.5% in the prior year quarter, primarily as a result of improved profitability in the Company’s government business.

 

Net interest expense for the quarter was $16.3 million, compared to $18.4 million last year. Average diluted share count increased from 35.6 million shares in the prior year quarter to 39.6 million shares in the current year quarter primarily due to the Company’s equity offering in the second quarter of fiscal year 2026.

 

Cash flow provided by operating activities was $55.3 million during the current quarter, compared to $51.4 million in the prior year quarter. As of May 31, 2026, net debt was $816.0 million and net leverage was 2.03x.

 

FISCAL YEAR 2026 RESULTS

 

Full Fiscal Year 2026 consolidated sales were $3.3 billion, an increase of 19% over Fiscal Year 2025 with growth primarily resulting from increased volumes in our Parts Supply segment and our HAECO Americas acquisition.

 

Operating margins were 8.4% for the full year, compared to 6.7% in fiscal year 2025. Adjusted operating margin increased to 10.2% in Fiscal Year 2026 from 9.6% in Fiscal Year 2025. The improved adjusted margins are primarily driven by growth in new parts Distribution.

 

Full Fiscal Year 2026 net income was $187.7 million, or $4.86 per diluted share. In Fiscal Year 2025, net income was $12.5 million, or $0.35 per share. Fiscal Year 2025 results included after-tax charges of $115.0 million associated with the sale of our Landing Gear Overhaul business and our FCPA settlement and related costs. Our adjusted diluted earnings per share was $5.05 in the current year, compared to $3.91 last year, reflecting the impact of our improved operating efficiency on higher sales volumes.

 

4

 

 

Sales to commercial customers were 72% of consolidated sales in the current year, compared to 71% in the prior year. Cash flow provided by operating activities was $98.7 million in Fiscal Year 2026. Excluding our accounts receivable financing program, our cash flow provided by operating activities was $94.3 million in Fiscal Year 2026.

 

FIRST QUARTER AND FULL YEAR FY 2027 GUIDANCE

 

The Company is providing the following guidance for the first quarter and full year fiscal 2027:

 

 

First quarter FY 2027

As of July 21, 2026

Sales growth (ex. LCP)1 21% - 23%
Adjusted EBITDA margin (ex. LCP)2 12.25% - 12.75%

 

1 Reflects total sales growth excluding the Legacy Commercial Programs segment.

2 Reflects adjusted EBITDA margin excluding the Legacy Commercial Programs segment.

 

 

Full year FY 2027

As of July 21, 2026

Sales growth (ex. LCP)1 Low double-digits to low teens

 

Conference call information

 

On Tuesday, July 21, 2026, at 4 p.m. Central time, AAR will hold a conference call to discuss the results. A listen-only webcast and slides can be accessed at https://edge.media-server.com/mmc/p/prwtjj9w. Participants may join via phone by registering at https://register-conf.media-server.com/register/BIeb8076db5c7c4237951e1cdddea84779. Once registered, participants will receive a dial-in number and a unique PIN that will allow them to access the call.

 

A replay of the conference call will be available for on-demand listening shortly after the completion of the call at the webcast link and will remain available for approximately one year.

 

The slides are also available on AAR’s website at https://www.aarcorp.com/en/investors/quarterly-results/

 

5

 

 

About AAR

 

AAR is a leading global aerospace and defense aftermarket solutions company with operations in over 20 countries. Headquartered in the Chicago area, AAR supports commercial and government customers through three primary operating segments: Parts Supply; Repair, Engineering, and Software; and Government Solutions. Additional information can be found at aarcorp.com/.

 

 

Contact: Chris Tillett – Investor Relations | +1-630-227-5830 | investors@aarcorp.com

 

This press release contains certain statements relating to future 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, our first quarter and full year FY 2027 guidance; continued focus on sales growth, margin expansion, and cash flow generation; financial flexibility and disciplined capital allocation; successful integration of acquisitions and achievement of related synergies; and creation of long-term value for employees, customers and stockholders.

 

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, depending on a variety of factors, including: (i) factors that adversely affect the commercial aviation industry; (ii) adverse events and negative publicity in the aviation industry; (iii) a reduction in sales to the U.S. government and its contractors; (iv) cost overruns and losses on fixed-price contracts; (v) nonperformance by subcontractors or suppliers; (vi) our ability to manage our operational footprint; (vii) a reduction in outsourcing of maintenance and repair activity by airlines; (viii) a shortage of skilled personnel or work stoppages; (ix) competition from other companies; (x) financial, operational and legal risks arising as a result of operating internationally; (xi) failure to complete, integrate, and realize the anticipated benefits of acquisitions, including execution of related operational and financial plans; (xii) circumstances associated with divestitures; (xiii) inability to recover costs due to fluctuations in market values for aviation products and equipment; (xiv) cyber or other security threats or disruptions; (xv) a need to make significant capital expenditures to keep pace with technological developments in our industry; (xvi) restrictions on use of intellectual property and tooling important to our business; (xvii) inability to protect the value of our intellectual property; (xviii) our ability to manage our debt and fund our other liquidity needs; (xix) limitations on our ability to access the debt and equity capital markets or to draw down funds under loan agreements; (xx) non-compliance with restrictive and financial covenants contained in our debt and loan agreements; (xxi) changes in or non-compliance with laws and regulations related to federal contractors, the aviation industry, international operations, safety, and environmental matters, and the costs of complying with such laws and regulations; and (xxii) exposure to product liability and property claims that may be in excess of our liability insurance coverage. Should one or more of these risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described.

 

For a discussion of these and other risks and uncertainties, refer to our Annual Report on Form 10-K, 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.

 

6

 

 

AAR CORP. and subsidiaries

 

 

Condensed consolidated statements of income

(In millions except per share data - unaudited)

 

Three months
ended

May 31,

 

Year ended

May 31,

 
   2026  2025  2026  2025 
Sales  $928.0  $754.5  $3,308.0  $2,780.5 
Cost of sales   751.3   604.3   2,686.0   2,252.8 
Gross profit   176.7   150.2   622.0   527.7 
Provision for (Recovery of) credit losses   (0.1)  0.5   2.1   0.2 
Selling, general, and administrative   99.6   77.4   349.3   347.7 
Earnings from joint ventures   2.9   0.7   7.2   5.4 
Operating income   80.1   73.0   277.8   185.2 
Bargain purchase gain (loss)   (6.2)  ––   29.5   –– 
Gain on sale of headquarters building   ––   ––   9.8   –– 

Gain (Loss) related to sale and exit of businesses, net

   1.2   (7.1)  1.4   (72.4)
Interest expense, net   (16.3)  (18.4)  (70.5)  (73.6)
Other income (expense), net   (1.1)  0.1   (2.1)  (0.3)
Income before income tax expense   57.7   47.6   245.9   38.9 
Income tax expense   7.0   13.6   58.2   26.4 
Net income  $50.7  $34.0  $187.7  $12.5 
                  
Earnings per share – Basic  $1.28  $0.95  $4.88  $0.35 
Earnings per share – Diluted  $1.27  $0.95  $4.86  $0.35 
                  
Share data used for earnings per share:                 
Weighted average shares outstanding – Basic   39.4   35.4   38.3   35.6 
Weighted average shares outstanding – Diluted   39.6   35.6   38.4   35.8 

 

7

 

 

AAR CORP. and subsidiaries

 

 

Condensed consolidated balance sheets

(In millions)

 

May 31,

2026

  

May 31,

2025

 
   (unaudited)     
ASSETS        
Cash and cash equivalents  $84.0   $96.5 
Restricted cash   23.8    12.7 
Accounts receivable, net   386.8    354.8 
Contract assets   148.4    140.3 
Inventories, net   979.0    809.2 
Other current assets   120.1    97.1 
Total current assets   1,742.1    1,510.6 
Property, plant, and equipment, net   166.9    158.5 
Goodwill and intangible assets, net   861.9    750.4 
Operating lease right-of-use assets, net   210.8    93.3 
Rotable assets, net   180.3    172.4 
Other non-current assets   193.9    159.4 
Total assets  $3,355.9   $2,844.6 
           
LIABILITIES AND EQUITY          
Accounts payable  $295.6   $303.1 
Other current liabilities   317.6    251.6 
Total current liabilities   613.2    554.7 
Long-term debt   893.9    968.0 
Operating lease liabilities   101.1    79.6 
Other non-current liabilities   43.9    30.7 
Total liabilities   1,652.1    1,633.0 
Equity   1,703.8    1,211.6 
Total liabilities and equity  $3,355.9   $2,844.6 

 

8

 

 

AAR CORP. and subsidiaries

 

 

Condensed consolidated statements of cash flows

(In millions – unaudited)

 

Three months
ended

May 31,

 

Year

ended

May 31,

 
   2026  2025  2026  2025 
Cash flows provided by operating activities:                 
Net income  $50.7  $34.0  $187.7  $12.5 

Adjustments to reconcile net income to net cash provided by operating activities

                 
Depreciation and amortization    21.8   14.3   75.3   57.8 
Stock-based compensation expense   4.5   4.3   17.8   19.9 
Bargain purchase gain (loss)   6.2   ––   (29.5)  –– 
Gain on sale of building   ––   ––   (9.8)  –– 
Loss (Gain) on sale of business   ––   5.9   (1.0)  68.9 
Changes in certain assets and liabilities:                 
Accounts receivable   42.8   (40.6)  7.7   (82.8)
Contract assets    (6.1)  11.2   8.1   (26.6)
Inventories    (3.5)  (32.7)  (69.0)  (109.3)
Other current assets    12.0   7.1   (11.9)  (5.8)
Rotable assets   3.3   0.3   (22.3)  (23.9)
Accounts payable and accrued liabilities   (53.4)  39.9   (28.3)  111.4 
Other   (23.0)  7.7   (26.1)  14.0 
Net cash provided by operating activities   55.3   51.4   98.7   36.1 
                  
Cash flows provided by (used in) investing activities:                 
Property, plant, and equipment expenditures    (12.0)  (10.0)  (36.6)  (34.7)
Acquisitions, net of cash acquired   (37.4)  (4.4)  (259.4)  (1.5)
Hangar expansion activity, net   (4.3)  (4.5)  (28.8)  (4.0)
Proceeds from sale of building and land   0.3   ––   25.1   4.7 
Proceeds from sale of business   ––   48.0   0.6   48.0 
Other    (3.5)  (1.5)  (9.6)  (1.8)
Net cash provided by (used in) investing activities   (56.9)  27.6   (308.7)  10.7 
                  
Cash flows provided by (used in) financing activities:                 
Short-term borrowings (repayments) on Revolving Credit Facility, net    5.0   (55.0)  (227.0)  (20.0)
Proceeds from equity offering, net   ––   ––   273.9   –– 
Proceeds from long-term borrowings, net   ––   ––   153.0   –– 
Purchase of treasury stock   ––   (10.1)  ––   (10.1)
Other   4.3   (5.6)  8.7   (3.6)
Net cash provided by (used in) financing activities   9.3   (70.7)  208.6   (33.7)
Increase (Decrease) in cash and cash equivalents    7.7   8.3   (1.4)  13.1 
Cash, cash equivalents, and restricted cash at beginning of period    100.1   100.9   109.2   96.1 
Cash, cash equivalents, and restricted cash at end of period   $107.8  $109.2  $107.8  $109.2 

 

9

 

 

AAR CORP. and subsidiaries

 

 

Third-party sales by segment

(In millions - unaudited)

 

Three months ended

May 31,

  

Year ended

May 31,

 
   2026   2025   2026   2025 
Parts Supply  $423.8   $305.5   $1,487.7   $1,099.6 
Repair, Engineering, and Software   314.4    232.7    1,080.8    931.0 
Government Solutions   130.2    141.5    502.3    495.4 
Legacy Commercial Programs   59.6    74.8    237.2    254.5 
   $928.0   $754.5   $3,308.0   $2,780.5 

 

 

Operating income (loss) by segment

(In millions- unaudited)

 

Three months ended

May 31,

  

Year ended

May 31,

 
   2026   2025   2026   2025 
Parts Supply  $53.7   $49.7   $186.2   $156.8 
Repair, Engineering, and Software   21.7    21.2    84.6    84.0 
Government Solutions   18.7    11.6    56.7    35.1 
Legacy Commercial Programs   1.5    1.3    ––    8.6 
    95.6    83.8    327.5    284.5 
Corporate and other   (15.5)   (10.8)   (49.7)   (99.3)
   $80.1   $73.0   $277.8   $185.2 

 

Adjusted net income, adjusted diluted earnings per share, organic adjusted sales growth, adjusted operating margin, adjusted cash flow used in operating activities, adjusted EBITDA, adjusted EBITDA margin, net debt, and net debt to adjusted EBITDA (net leverage) are “non-GAAP financial measures” as defined in Regulation G of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We believe these non-GAAP financial measures are relevant and useful for investors as they illustrate our core operating performance, cash flows, and leverage unaffected by the impact of certain items that management does not believe are indicative of our ongoing and core operating activities. When reviewed in conjunction with our GAAP results and the accompanying reconciliations, we believe these non-GAAP financial measures provide additional information that is useful to gain an understanding of the factors and trends affecting our business and provide a means by which to compare our operating performance and leverage against that of other companies in the industries we compete. These non-GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

 

Our non-GAAP financial measures reflect adjustments for certain items including, but not limited to, the following:

 

·Costs associated with U.S. Foreign Corrupt Practices Act (“FCPA”) matters that we self-reported to the U.S. Department of Justice and other agencies, including investigation costs and settlement charges.
·Expenses associated with recent acquisition activity, including professional fees for legal, due diligence, and other acquisition activities, intangible asset amortization (including amortization of favorable lease assets classified within operating lease right-of-use assets), integration costs, bargain purchase gains, and compensation expense related to contingent consideration and retention agreements.
·Legal judgments and reversals related to or impacted by the Russia/Ukraine conflict.
·Contract termination costs and benefits are comprised of gains and losses that are recognized at the time of modifying, terminating, or restructuring certain customer and vendor contracts, including the impact from the U.S. government exercising their termination for convenience in the first quarter of fiscal year 2025 for our Mobility Systems business’s new-generation pallet contract.
·Losses related to our exit from our Indian joint venture, our Landing Gear Overhaul business, and our Composites manufacturing business, including legal fees for the performance guarantee associated with the Composites’ A220 aircraft contract.

 

10

 

 

Adjusted EBITDA is net income before interest income (expense), other income (expense), income taxes, depreciation and amortization, stock-based compensation, and items of an unusual nature including but not limited to business divestitures and acquisitions, FCPA settlement and investigation costs, certain legal judgments, acquisition, integration, and amortization expenses from recent acquisition activity, headquarters relocation activity, product line exits, and significant customer contract terminations.

 

The Company is not providing a reconciliation of forward-looking financial measures to the most directly comparable forward-looking GAAP measure because the information is not available without unreasonable effort. This is due to the inherent difficulty of forecasting the timing and amount of certain items, such as, but not limited to, unusual gains and losses, the ultimate outcome of pending litigation, the impact and timing of potential acquisitions and divestitures, and other structural changes or their probable significance. Each of the adjustments has not occurred, are out of the Company's control and/or cannot be reasonably predicted. For this reason, the Company is unable to address the probable significance of the unavailable information.

 

Pursuant to the requirements of Regulation G of the Exchange Act, we are providing the following tables that reconcile the above-mentioned non-GAAP financial measures to the most directly comparable GAAP financial measures:

 

Adjusted net income

(In millions - unaudited)

 

Three months ended

May 31,

  

Year ended

May 31,

 
   2026   2025   2026   2025 
Net income  $50.7   $34.0   $187.7   $12.5 

Acquisition, integration, and amortization expenses

   17.9    3.1    54.0    26.7 
Bargain purchase gain   6.2    ––    (29.5)   –– 

Loss (Gain) related to sale of business/joint venture, net 

   (1.2)   7.1    (1.4)   70.3 

Impairment charges and loss on sale of equity investments 

   0.7    ––    1.0    –– 
Gain on sale of headquarters building   ––    ––    (9.8)   –– 
Impairment charge related to product line exit   ––    ––    4.9    –– 
Severance charges   ––    ––    1.0    –– 

Government COVID-related subsidy liability (reversal)

   ––    0.8    (0.7)   0.8 

FCPA settlement and investigation costs 

   ––    ––    ––    65.3 

Russian bankruptcy court judgment (reversal) 

   ––    ––    ––    (11.1)
Contract termination cost   ––    ––    ––    0.2 
Tax effect on adjustments (a)   (13.3)   (3.5)   (12.2)   (25.1)
Adjusted net income  $61.0   $41.5   $195.0   $139.6 

 

(a)Calculation uses estimated statutory tax rates on non-GAAP adjustments except for the impact from non-deductible items including the bargain purchase gain and the FCPA settlement charge.

 

11

 

 

Adjusted diluted earnings per share

(unaudited)

 

Three months
ended

May 31,

  

Year

ended

May 31,

 
   2026   2025   2026   2025 
Diluted earnings per share  $1.27   $0.95   $4.86   $0.35 

Acquisition, integration, and amortization expenses 

   0.45    0.09    1.40    0.74 
Bargain purchase gain   0.16    ––    (0.77)   –– 
Impairment charges and loss on sale of equity investments   0.02    ––    0.02    –– 

Loss (Gain) related to sale of business/joint venture, net 

   (0.04)   0.20    (0.02)   1.97 

Gain on sale of headquarters building 

   ––    ––    (0.26)   –– 

Impairment charge related to product line exit  

   ––    ––    0.13    –– 
Severance charges   ––    ––    0.03    –– 

Government COVID-related subsidy liability (reversal) 

   ––    0.02    (0.02)   0.02 

FCPA settlement and investigation costs

   ––    ––    ––    1.84 

Russian bankruptcy court judgment (reversal) 

   ––    ––    ––    (0.31)

Tax effect on adjustments (a) 

   (0.33)   (0.10)   (0.32)   (0.70)
Adjusted diluted earnings per share  $1.53   $1.16   $5.05   $3.91 

 

(a)Calculation uses estimated statutory tax rates on non-GAAP adjustments except for the impact from non-deductible items including the bargain purchase gain and the FCPA settlement charge.

 

Adjusted operating margin

(In millions - unaudited)

 

 

Three months ended

 

 

Year ended

 
   May 31,
2026
  February
28, 2026
  May 31,
2025
  May 31,
2026
  May 31,
2025
 
Sales  $928.0  $845.1  $754.5  $3,308.0  $2,780.5 
Contract termination costs   ––   ––   (18.7)  ––   (32.2)
Adjusted sales  $928.0  $845.1  $735.8  $3,308.0  $2,748.3 
                      
Operating income  $80.1  $65.8  $73.0  $277.8  $185.2 

Acquisition, integration and amortization expenses

   17.9   15.5   3.1   54.0   26.8 
Impairment charge related to product line exit   ––   4.9   ––   4.9   –– 

Government COVID-related subsidy liability (reversal) 

   ––   ––   0.8   (0.7)  0.8 

Severance charges  

   ––   ––   ––   1.0   –– 

Gain related to sale of joint venture 

   ––   ––   ––   ––   (2.1)
FCPA settlement and investigation costs   ––   ––   ––   ––   65.3 
Contract termination cost   ––   ––   ––   ––   0.2 
Russian bankruptcy court judgment (reversal)   ––   ––   ––   ––   (11.1)
Adjusted operating income  $98.0  $86.2  $76.9  $337.0  $265.1 
                      
Operating margin   8.6%  7.8%  9.7%  8.4%  6.7%
Adjusted operating margin   10.6%  10.2%  10.5%  10.2%  9.6%

 

 

Organic adjusted sales growth for the three months ended May 31, 2026

(unaudited)

     
GAAP sales growth   23.0%
Impact of contract termination benefit   2.5 
Impact of Landing Gear Overhaul divestiture   1.1 
Impact of acquisitions within the last twelve months   (13.5)
Organic adjusted sales growth   13.1%

 

12

 

 

Organic adjusted sales growth for the year ended May 31, 2026

(unaudited)

     
GAAP sales growth   19.0%
Impact of contract termination benefit   1.2 
Impact of Landing Gear Overhaul divestiture   2.4 
Impact of acquisitions within the last twelve months   (8.6)
Organic adjusted sales growth   14.0%

 

Adjusted cash provided by operating activities

(In millions - unaudited)

 

Three months
ended

May 31,

 

Year

ended

May 31,

 
   2026  2025  2026  2025 
Cash provided by operating activities  $55.3  $51.4  $98.7  $36.1 
Amounts outstanding on accounts receivable financing program:                 
     Beginning of period   28.2   20.2   21.3   13.7 
     End of period   (25.7)  (21.3)  (25.7)  (21.3)
Adjusted cash provided by operating activities  $57.8  $50.3  $94.3  $28.5 

 

Adjusted EBITDA

(In millions - unaudited)

 

Three months ended

May 31,

 

Year ended

May 31,

 
   2026  2025  2026  2025 
Net income  $50.7  $34.0  $187.7  $12.5 
Income tax expense   7.0   13.6   58.2   26.4 
Other (income) expense, net   1.1   (0.1)  2.1   0.3 
Interest expense, net   16.3   18.4   70.5   73.6 
Depreciation and amortization   21.0   13.7   72.1   55.2 
Acquisition and integration expenses (benefit)   10.2   (0.9)  28.2   10.8 
Bargain purchase gain   6.2   ––   (29.5)  –– 
Loss (Gain) related to sale and exit of business/joint venture, net   (1.2)  7.1   (1.4)  70.3 
Gain on sale of headquarters building   ––   ––   (9.8)  –– 
Impairment charge related to product line exit   ––   ––   4.9   –– 

Severance charges 

   ––   ––   1.0   –– 
Government COVID-related subsidy liability (reversal)   ––   0.8   (0.7)  0.8 
FCPA settlement and investigation costs   ––   ––   ––   65.3 
Russian bankruptcy court judgment (reversal)   ––   ––   ––   (11.1)
Contract termination cost   ––   ––   ––   0.2 
Stock-based compensation   4.5   4.3   17.8   19.9 
Adjusted EBITDA  $115.8  $90.9  $401.1  $324.2 
                  
Net income margin   5.5%  4.5%  5.7%  0.4%
Adjusted EBITDA margin   12.5%  12.4%  12.1%  11.8%


 

13

 

 

Net debt

(In millions - unaudited)

  May 31, 2026   May 31, 2025 
Total debt  $900.0   $977.0 
Less: Cash and cash equivalents   (84.0)   (96.5)
Net debt  $816.0   $880.5 

 

Net debt to adjusted EBITDA

(In millions - unaudited)

  May 31, 2026   May 31, 2025 
Adjusted EBITDA for the year ended  $401.1   $324.2 
Net debt at year end   816.0    880.5 

Net debt to Adjusted EBITDA 

   2.03    2.72 

 

14

 

 

 

 

 

 

Exhibit 99.2

 

Fourth Quarter Fiscal Year 2026 Earnings Call July 21, 2026

 

 

Note : All results and expectations in the presentation reflect continuing operations unless otherwise noted . This presentation contains certain statements relating to future 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, our first quarter and full year FY 2027 guidance ; continued focus on sales growth, margin expansion, and cash flow generation ; financial flexibility and disciplined capital allocation ; successful integration of acquisitions and achievement of related synergies ; and creation of long - term value for employees, customers and stockholders . 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, depending on a variety of factors, including : ( i ) factors that adversely affect the commercial aviation industry ; (ii) adverse events and negative publicity in the aviation industry ; (iii) a reduction in sales to the U . S . government and its contractors ; (iv) cost overruns and losses on fixed - price contracts ; (v) nonperformance by subcontractors or suppliers ; (vi) our ability to manage our operational footprint ; (vii) a reduction in outsourcing of maintenance and repair activity by airlines ; (viii) a shortage of skilled personnel or work stoppages ; (ix) competition from other companies ; (x) financial, operational and legal risks arising as a result of operating internationally ; (xi) failure to complete, integrate, and realize the anticipated benefits of acquisitions, including execution of related operational and financial plans ; (xii) circumstances associated with divestitures ; (xiii) inability to recover costs due to fluctuations in market values for aviation products and equipment ; (xiv) cyber or other security threats or disruptions ; (xv) a need to make significant capital expenditures to keep pace with technological developments in our industry ; (xvi) restrictions on use of intellectual property and tooling important to our business ; (xvii) inability to protect the value of our intellectual property ; (xviii) our ability to manage our debt and fund our other liquidity needs ; (xix) limitations on our ability to access the debt and equity capital markets or to draw down funds under loan agreements ; (xx) non - compliance with restrictive and financial covenants contained in our debt and loan agreements ; (xxi) changes in or non - compliance with laws and regulations related to federal contractors, the aviation industry, international operations, safety, and environmental matters, and the costs of complying with such laws and regulations ; and (xxii) exposure to product liability and property claims that may be in excess of our liability insurance coverage . Should one or more of those risks or uncertainties materialize adversely, or should underlying assumptions or estimates prove incorrect, actual results may vary materially from those described . For a discussion of these and other risks and uncertainties, refer to our Annual Report on Form 10 - K, Part I, “Item 1 A, 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 our 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 our 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 . Non - GAAP Financial Measures : This presentation includes certain non - GAAP financial measures . Please refer to the Appendix for additional information on these non - GAAP financial measures and reconciliations to the most directly comparable GAAP financial measures . Unless otherwise noted, the statements made and the information provided in this presentation are as of July 21 , 2026 . Forward - looking Statements © 2026 AAR CORP. All rights reserved worldwide 2

 

 

Key Messages © 2026 AAR CORP. All rights reserved worldwide 3 1 Connected platform approach focused on parts, repair, and software delivering higher, more profitable growth 2 Total adj. sales +26%, adj. EBITDA +27%, adj. operating income +27%, and adj. EPS +32% year - over - year in Q4 3 Expect continued double - digit sales growth and further margin expansion 4 Strong and improving cash flow to strengthen balance sheet and support disciplined approach to capital allocation

 

 

Q4 Highlights © 2026 AAR CORP. All rights reserved worldwide 4 Consolidated Sales: 73% commercial; 27% government / defense. See Appendix for reconciliation of Non - GAAP financial measures. Optimized Portfolio Driving Growth and Profitability Q4 Results $928 26% Adj. Sales (M) Adj. Sales growth $116 12.5% +10 bps Adj. EBITDA (M) Adj. EBITDA margin Margin growth $98 10.6% +10 bps Adj. Operating Income (M) Adj. Op. Income margin Margin growth $1.53 32% Adj. EPS Growth • Delivered outstanding performance in Q4 and FY 2026 • Record adj. sales of $928M, +26% YoY driven by growth across key parts, repair, and software activities • Higher - margin solutions driving continued adj. EBITDA margin expansion • Margins +10 bps YoY including expected short - term dilution from HAECO Americas integration • +32% YoY adj. EPS growth driven by operating performance • $58M Q4 adj. cash from operations, $94M FY 2026

 

 

AAR Results © 2026 AAR CORP. All rights reserved worldwide 5 Consolidated Sales: 72% commercial; 28% government / defense. See Appendix for reconciliation of Non - GAAP financial measures. $3.91 $5.05 FY 2025 FY 2026 Adj. EPS $2,748 $3,308 FY 2025 FY 2026 Adj. Sales ( M ) $265 $337 FY 2025 FY 2026 Adj. Op. Income (M) & Margin (%) $324 $401 FY 2025 FY 2026 Adj. EBITDA (M) & Margin (%) +20% +24% + 27 % +29% 11.8% 12.1% 9.6% 10.2% +30 bps +60 bps FY 2026 Sales and Profitability

 

 

Executing on Our Strategic Objectives © 2026 AAR CORP. All rights reserved worldwide 6 WIN MORE CORE LEVERAGE OUR PLATFORM SCALE WITH DISCIPLINE • Signed exclusive Distribution agreement with Woodward for LEAP, GEnx , and CF34 parts • Inducted first aircraft into new OKC Airframe MRO facility in March 2026 • Won multiple new awards in Component MRO, driving double - digit sales growth in Q4 • Launched Airvoyant , an AI - driven procurement solution for airlines and MROs • Initiated rollout of Paperless Hangar technology in OKC; early stages of implementation at Greensboro • Awarded five - year, $305M follow - on contract to continue providing contractor logistics support to US Navy and Marine Corps • HAECO Americas integration remains ahead of schedule • Continued expansion of Trax with Delta; 10,000+ Trax users at Delta today • Completed acquisition of Aircraft Reconfig Technologies in April 2026 1. Excludes acquired GSO and LCQ sites

 

 

$49.7 $56.5 Q4 FY25 Q4 FY26 Q4 Sales and Profitability Parts Supply See Appendix for reconciliation of Non - GAAP financial measures. Sales (M) Adj. EBITDA (M) & Margin (%) $52.1 $61.7 Q4 FY25 Q4 FY26 • Continued above - market organic sales growth in new parts Distribution of +19% • New parts Distribution sales to commercial customers +28% organically • High - teens adj. EBITDA growth • Margin compression due to YoY impact of $6.5M gain in Used Serviceable Materials (USM) in Q4 FY25 Adj. Op. Income (M) & Margin (%) © 2026 AAR CORP. All rights reserved worldwide 7 +39% +18% 17.1% 14.6% +14% 16.3% 13.3% (250) bps (300) bps $305.5 $423.8 Q4 FY25 Q4 FY26 Commercial Government / Defense

 

 

$24.3 $31.3 Q4 FY25 Q4 FY26 Q4 Sales and Profitability Repair, Engineering, & Software See Appendix for reconciliation of Non - GAAP financial measures. Sales (M) Adj. EBITDA (M) & Margin (%) $28.0 $36.0 Q4 FY25 Q4 FY26 • Record sales in Component MRO • Airframe MRO organic growth driven by volume & capacity increases • Strong recurring revenue, margin growth at Trax • Continued progress on HAECO Americas integration • Acquisition ~130 bps dilutive to Q4 segment margins as expected © 2026 AAR CORP. All rights reserved worldwide 8 +35% +29% 12.0% 11.5% +29% 10.4% 10.0% (50) bps (40) bps $232.7 $314.4 Q4 FY25 Q4 FY26 Adj. Op. Income (M) & Margin (%) Commercial Government / Defense

 

 

$11.6 $18.7 Q4 FY25 Q4 FY26 Q4 Sales and Profitability Government Solutions See Appendix for reconciliation of Non - GAAP financial measures. 1. Worldwide Aviation Support Services (WASS) is a government program for the U.S. Department of State Sales (M) Adj. EBITDA (M) & Margin (%) Commercial Government / Defense $13.2 $20.8 Q4 FY25 Q4 FY26 • Sales driven by decline in WASS 1 program as newer programs continue to ramp • Better program mix driving substantial margin improvement • Growth and margin expansion at Mobility Systems driven by pallet shipments © 2026 AAR CORP. All rights reserved worldwide 9 (8%) +58% 9.3% 16.0% +61% 8.2% 14.4% +670 bps +620 bps $141.5 $130.2 Q4 FY25 Q4 FY26 Adj. Op. Income (M) & Margin (%)

 

 

Balance Sheet Highlights See Appendix for calculation of net leverage and reconciliation of Non - GAAP financial measures. Q4 FY26 ending net leverage of 2.03x Q4 FY26 net debt outstanding $816M 2.72 2.82 2.49 2.17 2.03 Q4 FY25 Q1 FY26 Q2 FY26 Q3 FY26 Q4 FY26 Net Leverage Target net leverage 2.0 2.5 © 2026 AAR CORP. All rights reserved worldwide 10 Q4 FY26 adj. operating cash flow $58M FY 2026 adj. operating cash flow % of adj. EBITDA 24%

 

 

Q1 FY27 Outlook Total sales growth (ex. LCP) 1 21 % – 23% Adj. EBITDA margin (ex. LCP) 2 12.25 % – 12.75% Q1 FY27 Guidance © 2026 AAR CORP. All rights reserved worldwide 11 Estimated tax rate 28% • Continued strength in higher - growth activities like new parts Distribution and Software • Recent acquisitions contributing to year over year revenue growth • Improving program mix driving margin expansion in Government Solutions • Expect HAECO Americas to remain moderately dilutive to short - term margins Q1 FY27 comments 1. Reflects total sales growth excluding the Legacy Commercial Programs segment 2. Reflects adjusted EBITDA margin excluding the Legacy Commercial Programs segment

 

 

FY 2027 Outlook © 2026 AAR CORP. All rights reserved worldwide 12 1. Reflects total sales growth excluding the Legacy Commercial Programs segment 2. Target CAGRs reflect growth from FY 2026 baseline; includes FY 2026 acquisitions, future M&A incremental to framework 8 – 12% 3 - year target 2 Low double - digits to low teens FY 2027 Guidance Total sales growth (ex. LCP) 1 FY 2027 comments • Commercial flight activity consistent with recent averages • Continued strength in new parts Distribution • Growth in recurring software revenue • Miami Airframe MRO expansion inductions begin in Q2 • HAECO Americas integration complete by 2H FY 2027 • Continuation of recent higher margins in Government Programs, driven by mix - shift

 

 

© 2026 AAR CORP. All rights reserved worldwide 13

 

 

© 2026 AAR CORP. All rights reserved worldwide. 14 Appendix

 

 

© 2026 AAR CORP. All rights reserved worldwide 15 This presentation includes financial results for the Company with respect to adjusted sales, adjusted diluted earnings per share, adjusted EBITDA , adjusted operating income, adjusted EBITDA margin, adjusted cash from operations, and net leverage which are “non - GAAP financial measures” as defined in Regulation G of the Securities Exchange Act of 1934 , as amended (the “Exchange Act”) . We believe these non - GAAP financial measures are relevant and useful for investors as they illustrate our actual operating performance unaffected by the impact of certain items . When reviewed in conjunction with our GAAP results and the accompanying reconciliations, we believe these non - GAAP financial measures provide additional information that is useful to gain an understanding of the factors and trends affecting our business and provide a means by which to compare our operating performance against that of other companies in the industries we compete . These non - GAAP measures should be considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP . Adjusted EBITDA is net income (loss) before interest income (expense), other income (expense), income taxes, depreciation and amortization, stock - based compensation, and items of an unusual nature including but not limited to business divestitures and acquisitions, workforce actions, COVID - related subsidies and costs, impairment and exit charges, facility consolidation and repositioning costs, FCPA investigation settlement and related costs, equity investment gains and losses, pension settlement charges, legal judgments, acquisition, integration and amortization expenses from recent acquisition activity, and significant customer events such as early terminations, contract restructurings, forward loss provisions, and bankruptcies . Adjusted operating income is adjusted EBITDA gross of depreciation and amortization and stock - based compensation . Pursuant to the requirements of Regulation G of the Exchange Act, we provide tables that reconcile the above - mentioned non - GAAP financial measures to the most directly comparable GAAP financial measures in the Appendix at the end of this presentation . The Company is not providing reconciliations of forward - looking total sales growth and adjusted EBITDA margin to the most directly comparable forward - looking GAAP measures because the information is not available without unreasonable effort . This is due to the inherent difficulty of forecasting the timing and amount of certain items, such as, but not limited to, unusual gains and losses, the ultimate outcome of pending litigation, the impact and timing of potential acquisitions and divestitures, and other structural changes or their probable significance . Each of the adjustments has not occurred, are out of the Company’s control and/or cannot be reasonably predicted . For this reason, the Company is unable to address the probable significance of the unavailable information . Non - GAAP Financial Measures

 

 

Adjusted diluted earnings per share © 2026 AAR CORP. All rights reserved worldwide 16 Non - GAAP Financial Measures Q4 FY26 Q4 FY25 FY26 FY25 Diluted earnings per share $1.27 $0.95 $4.86 $0.35 Acquisition, integration, and amortization expenses 0.45 0.09 1.40 0.74 Bargain purchase gain 0.16 - (0.77) - Impairment charges and loss on sale of equity investments 0.02 0.02 - Loss (Gain) related to sale and exit of business/joint venture, net (0.04) 0.20 (0.02) 1.97 Gain on sale of headquarters building - - (0.26) - Impairment charge related to product line exit - - 0.13 - Severance charges - - 0.03 - Government COVID-related subsidy liability (reversal) - 0.02 (0.02) 0.02 FCPA settlement and investigation costs - - 1.84 Russian bankruptcy court judgment (reversal) - - (0.31) Tax effect on adjustments (a) (0.34) (0.10) (0.32) (0.70) Adjusted diluted earnings per share $1.52 $1.16 $5.05 $3.91 (a) Calculation uses estimated statutory tax rates on non-GAAP adjustments except for the impact from non-deductible items including the bargain purchase gain and the FCPA settlement charge.

 

 

Q4 Adjusted sales, operating income, operating margin, EBITDA, and EBITDA margin by segment © 2024 AAR CORP. All rights reserved worldwide. 17 © 2026 AAR CORP. All rights reserved worldwide Non - GAAP Financial Measures Q4 FY26 Q4 FY25 Repair, Legacy Repair, Legacy ($ in millions) Parts Engineering, Government Commercial Corporate Parts Engineering, Government Commercial Corporate Supply and Software Solutions Programs & Other Consolidated Supply and Software Solutions Programs & Other Consolidated Sales $423.8 $314.4 $130.2 $59.6 $0.0 $928.0 $305.5 $232.7 $141.5 $74.8 $0.0 $754.5 Operating income (loss) 53.7 21.7 18.7 1.5 (15.5) 80.1 49.7 21.2 11.6 1.3 (10.8) 73.0 Operting income margin 12.7% 6.9% 14.4% 2.5% NA 8.6% 16.3% 9.1% 8.2% 1.7% NA 9.7% Sales $423.8 $314.4 $130.2 $59.6 $0.0 $928.0 $305.5 $232.7 $141.5 $74.8 $0.0 $754.5 Contract termination benefit - - - - - - - - - (18.7) - (18.7) Adjusted sales $423.8 $314.4 $130.2 $59.6 $0.0 $928.0 $305.5 $232.7 $141.5 $56.1 $0.0 $735.8 Operating income (loss) 53.7 21.7 18.7 1.5 (15.5) $80.1 49.7 21.2 11.6 1.3 (10.8) $73.0 Acquisition, integration & amortization expenses 2.8 9.6 - - 5.5 17.9 - 3.1 - - - 3.1 Government COVID-related subsidy liability (reversal) - - - - - - - - - - 0.8 0.8 Adjusted operating income $56.5 $31.3 $18.7 $1.5 ($10.0) $98.0 $49.7 $24.3 $11.6 $1.3 ($10.0) $76.9 Adjusted operating margin 13.3% 10.0% 14.4% 2.5% NA 10.6% 16.3% 10.4% 8.2% 2.3% NA 10.5% Operating income (loss) $53.7 $21.7 $18.7 $1.5 ($15.5) $80.1 $49.7 $21.2 $11.6 $1.3 ($10.8) $73.0 Depreciation and amortization 7.3 9.4 1.9 1.7 0.7 21.0 1.9 7.5 1.3 1.9 1.1 13.7 Stock-based compensation 0.5 0.4 0.2 0.1 3.3 4.5 0.5 0.2 0.3 0.1 3.2 4.3 Acquisition and integration expenses 0.2 4.5 - - 5.5 10.2 - (0.9) - - - (0.9) Government COVID-related subsidy liability (reversal) - - - - - 0.8 0.8 Adjusted EBITDA $61.7 $36.0 $20.8 $3.3 ($6.0) $115.8 $52.1 $28.0 $13.2 $3.3 ($5.7) $90.9 Adjusted EBITDA margin 14.6% 11.5% 16.0% 5.5% NA 12.5% 17.1% 12.0% 9.3% 5.9% NA 12.4%

 

 

Adjusted sales, operating income and operating margin © 2024 AAR CORP. All rights reserved worldwide. 18 © 2026 AAR CORP. All rights reserved worldwide Non - GAAP Financial Measures ($ in millions) FY25 FY26 Sales $2,780.5 $3,308.0 Operating income (loss) 185.2 277.8 Operating income margin 6.7% 8.4% Sales $2,780.5 $3,308.0 Contract termination cost (benefit) (32.2) - Adjusted sales $2,748.3 $3,308.0 Operating income (loss) $185.2 $277.8 Acquisition, integration and amortization expenses 26.8 54.0 Impairment charge related to product line exit - 4.9 Government COVID-related subsidy liability (reversal) 0.8 (0.7) Severance - 1.0 FCPA settlement and investigation costs 65.3 - Contract termination cost (benefit) 0.2 - Gain related to sale of joint venture (2.1) - Russian bankruptcy court judgment (reversal) (11.1) - Adjusted operating income $265.1 $337.0 Adjusted operating margin 9.6% 10.2%

 

 

Trailing twelve months Adjusted EBITDA © 2024 AAR CORP. All rights reserved worldwide. 19 © 2026 AAR CORP. All rights reserved worldwide Non - GAAP Financial Measures Full Full ($ in millions) Q1 Q2 Q3 Q4 Year Q1 Q2 Q3 Q4 Year Q1 FY26 Q2 FY26 Q3 FY26 Net income (loss) $18.0 ($30.6) ($8.9) $34.0 $12.5 $34.4 $34.6 $68.0 $50.7 $187.7 $28.9 $94.1 $171.0 Income tax expense (benefit) 6.9 8.1 (2.2) 13.6 26.4 12.6 13.5 25.1 7.0 58.2 32.1 37.5 64.8 Other expense (income), net 0.1 0.2 0.1 (0.1) 0.3 0.1 0.2 0.7 1.1 2.1 0.3 0.3 0.9 Interest expense, net 18.3 18.8 18.1 18.4 73.6 18.5 18.6 17.1 16.3 70.5 73.8 73.6 72.6 Depreciation and amortization 13.5 14.0 14.0 13.7 55.2 13.8 17.1 20.2 21.0 72.1 55.5 58.6 64.8 Acquisition and integration expenses 5.0 3.2 3.5 (0.9) 10.8 2.4 8.1 7.5 10.2 28.2 8.2 13.1 17.1 Bargain purchase gain - - - - - - - (35.7) 6.2 (29.5) - - (35.7) Gain on sale of headquarters building - - - - - - - (9.8) - (9.8) - - (9.8) Impairment charge related to product line exit - - - - - - - 4.9 - 4.9 4.9 Loss (Gain) related to sale of business/joint venture, net (1.3) 0.5 64.0 7.1 70.3 (0.7) 0.1 0.4 (1.2) (1.4) 70.9 70.5 6.9 Severance charges - - - - - 1.0 - - - 1.0 1.0 1.0 1.0 Government COVID-related subsidy liability (reversal) - - - 0.8 0.8 (0.7) - - - (0.7) 0.1 0.1 0.1 Russian bankruptcy court judgment (reversal) - - (11.1) - (11.1) - - - - - (11.1) (11.1) - Contract termination cost (benefit) 3.2 - (3.0) - 0.2 - - - - - (3.0) (3.0) - FCPA settlement, investigation and remediation costs 5.0 59.2 1.1 - 65.3 - - - - - 60.3 1.1 - Stock-based compensation 5.0 5.0 5.6 4.3 19.9 5.3 4.3 3.7 4.5 17.8 20.2 19.5 17.6 Adjusted EBITDA $73.7 $78.4 $81.2 $90.9 $324.2 $86.7 $96.5 $102.1 $115.8 $401.1 $337.2 $355.3 $376.2 FY25 Twelve months ended FY26

 

 

Adjusted cash provided by operating activities © 2024 AAR CORP. All rights reserved worldwide. 20 © 2026 AAR CORP. All rights reserved worldwide Non - GAAP Financial Measures (In millions - unaudited) 2026 2025 2026 2025 Cash provided by operating activities $55.30 $51.40 $98.70 $36.10 Amounts outstanding on accounts receivable financing program: Beginning of period 28.2 20.2 21.3 13.7 End of period -25.7 -21.3 -25.7 -21.3 Adjusted cash provided by operating activities $57.80 $50.30 $94.30 $28.50 Three months ended May 31, Year ended May 31,

 

 

Net Leverage © 2024 AAR CORP. All rights reserved worldwide. 21 © 2026 AAR CORP. All rights reserved worldwide ($ in millions) Q4 Q1 Q2 Q3 Q4 Total debt $977.0 $1,030.0 $960.0 $895.0 $900.0 Less: cash and cash equivalents (96.5) (80.0) (75.6) (78.5) (84.0) Net debt $880.5 $950.0 $884.4 $816.5 $816.0 Adjusted EBITDA for the twelve months ended $324.2 $337.2 $355.3 $376.2 $401.2 Net debt to Adjusted EBITDA 2.72x 2.82x 2.49x 2.17x 2.03x FY25 FY26