AAR CORP.提交8-K披露MRO Holdings收购投资者材料，但核心交易条款已于9月28日公布

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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):
October 26, 2026
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))
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 7.01. Regulation FD Disclosure.
AAR CORP., a Delaware corporation (the “
Company
”),
is furnishing an investor presentation that the Company intends to use at one or more meetings with certain existing and prospective investors.
The Company made the investor presentation available on its website at https://aarcorp.com/investors/events-and-presentations. Information
contained on, or accessible through, the Company’s website is not part of, and is not incorporated by reference into, this Current
Report on Form 8-K (this “
Current Report
”). A copy of the investor presentation is attached as Exhibit 99.1 to this
Current Report.
The
information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes
of Section 18 of the
Securities Exchange Act of 1934, as amended (the “
Exchange
Act
”), or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into
any filing by the Company under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
The investor presentation
contains summary information that should be read in conjunction with the Company’s filings with the Securities and Exchange Commission
(the “
SEC
”) and other public announcements the Company may make from time to time. The furnishing of the information
in this Current Report is not intended to, and does not, constitute a determination or admission by the Company that the information in
this Current Report is material or complete, or that investors should consider this information before making an investment decision with
respect to any security of the Company or any of its affiliates. Neither this Current Report nor the exhibit attached hereto
constitute an offer to sell or the solicitation of an offer to buy any securities.
Cautionary Language Concerning Forward-Looking
Statements
This Current Report, including
the exhibit attached hereto, contains certain statements, which are forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. The forward-looking statements included herein are subject to risks and uncertainties. All
statements other than statements of historical fact are forward-looking statements. Forward-looking statements give the Company’s
current expectations and projections relating to its financial condition, results of operations, plans, objectives, future performance
and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts.
These statements may include words such as “can,” “may,” “anticipate,” “continue,” “estimate,”
“expect,” “project,” “plan,” “potential,” “predict,” “intend,”
“believe,” “might,” “will,” “would,” “should,” “seek,” “could,”
“positions,” “likely,” “target,” “goal,” “strategy” or similar expressions
and the negatives of those terms in connection with any discussion of the timing or nature of future operating or financial performance
or other events, including statements regarding the Company’s expectations, intentions or strategies regarding the Company’s
pending MROH Acquisition pursuant to that certain Share Purchase Agreement (the “
Share Purchase Agreement
”), dated
September 28, 2026, by and among the Company, MROH Intermediate Holdco LLC and MRO Holdings, the expected benefits of the MROH Acquisition,
including expectations with respect to potential synergies from the MROH Acquisition, the expected financing of the MROH Acquisition,
the anticipated timing for closing the MROH Acquisition, the impact of the MROH Acquisition on the Company’s business and future
financial condition and operating results and statements with respect to MRO Holdings’ future financial condition and operating
results.
These forward-looking statements
are subject to certain risks and uncertainties that may cause actual results to differ materially from historical results or those anticipated,
depending on a variety of factors, including: factors that adversely affect the commercial aviation industry; adverse events and negative
publicity in the aviation industry; a reduction in sales to the U.S. government and its contractors; cost overruns and losses on fixed-price
contracts; nonperformance by subcontractors or suppliers; the Company’s ability to manage the Company’s operational footprint;
a reduction in outsourcing of maintenance and repair activity by airlines; a shortage of skilled personnel or work stoppages; competition
from other companies; financial, operational and legal risks arising as a result of operating internationally; the failure to complete,
integrate and realize the anticipated benefits of acquisitions, including execution of related operational and financial plans; circumstances
associated with divestitures; the inability to recover costs due to fluctuations in market values for aviation products and equipment;
cyber or other security threats or disruptions; the need to make significant capital expenditures to keep pace with technological developments
in the Company’s industry; restrictions on the use of intellectual property and tooling important to the Company’s business;
the inability to protect the value of the Company’s intellectual property; the Company’s ability to manage the Company’s
debt and fund the Company’s other liquidity needs; limitations on the Company’s ability to access the debt and equity capital
markets or to draw down funds under loan agreements; non-compliance with restrictive and financial covenants contained in the Company’s
debt and loan agreements; 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; exposure to product
liability and property claims that may be in excess of the Company’s liability insurance coverage; the risk that the MROH Acquisition
may not be completed in a timely manner or at all; the failure to satisfy the closing conditions to the MROH Acquisition, including the
receipt of required regulatory approvals; the occurrence of any event, change or other circumstance or condition that could give rise
to the termination of the Share Purchase Agreement, including in certain circumstances requiring the Company to pay a termination fee;
the ability of the Company to obtain the necessary financing arrangements, including under the debt commitment letter entered into in
connection with the MROH Acquisition on terms acceptable to the Company, or at all; the effect of the announcement or pendency of the
MROH Acquisition on the Company’s business relationships, operating results and business generally; risks that the MROH Acquisition
may disrupt the Company’s current business plans and operations; the Company’s ability to retain and hire key personnel in
light of the MROH Acquisition; risks related to diverting management’s attention from the Company’s ongoing business operations;
unexpected costs, charges or expenses resulting from the MROH Acquisition; potential litigation relating to the MROH Acquisition; the
ability of the Company to successfully integrate MRO Holdings and its subsidiaries following the closing of the MROH Acquisition and to
achieve the anticipated benefits of the MROH Acquisition, including estimated cost and operational synergies, and the timeline to realize
such benefits; the effects of the MROH Acquisition on the Company’s earnings, financial condition, net leverage ratio and credit
ratings; the impact of the MROH Acquisition on the Company’s business and future financial condition and operating results, including
the ability of the Company or MRO Holdings to repay or prepay indebtedness incurred in connection with the transaction or otherwise; and
other factors disclosed in the section entitled “Risk Factors” of the Company’s Annual Report on Form 10-K for the fiscal
year ended May 31, 2026 and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2026, in each
case as may be updated or supplemented by any subsequent filings with the SEC. 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.
The Company derives many of
its forward-looking statements from its operating budgets and forecasts, which are based on many detailed assumptions. While the Company
believes that its assumptions are reasonable, it cautions that it is very difficult to predict the impact of known factors, and it is
impossible to anticipate all factors that could affect actual results. 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 the Company faces,
as additional risks and uncertainties not currently known or foreseeable or deemed immaterial may materially adversely affect the Company’s
business, financial condition or results of operations in future periods. All forward-looking statements attributable to the Company,
or persons acting on its behalf, are expressly qualified in their entirety by the foregoing cautionary statements. The forward-looking
statements included in this Current Report and the exhibit attached hereto are made only as of the date hereof or thereof, as applicable.
The Company assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events
or otherwise, except as required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No.
Description
99.1
Investor Presentation
104
Cover Page Interactive Data File (embedded in the Inline XBRL document)
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.
AAR CORP.
Date: October 27, 2026
By:
/s/ Jessica A. Garascia
Jessica A. Garascia
Senior Vice President, General Counsel, Chief Administrative
Officer and Secretary

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EX-99.1
2
tm2628131d1_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
© 2026 AAR CORP. All rights reserved worldwide
Investor Education
Presentation
October 2026
Disclaimer
This presentation and its contents are confidential and proprietary to AAR CORP. (the “Company,” “AAR,” “we” and “our”), and no part of it or its subject matter may be reproduced, redistributed, or otherwise divulged, directly or indirectly, to any other person or published in whole or in part for any purpose without the prior written consent of the Company. This
presentation is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. This presentation does not contain all the information that is or may be material to investors or potential investors, is not intended to provide the basis for any third-party evaluation of any securities or other financial
instruments and should not be considered as advice or a recommendation to investors or potential investors in respect of the holding, purchasing or selling of securities or other financial instruments.
This presentation contains certain forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. 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,” “continue,” “estimate,” “expect,” “project,” “plan,” “potential,” “predict,” “intend,” “believe,” “may,” “might,” “will,” “would,” “should,” “seek,” “could,” “positions,” “likely,” “target,” “goal,” “strategy” or similar expressions and the negatives of those terms. These forward-looking statements are subject to certain risks and
uncertainties that may cause actual results to differ materially from historical results or those anticipated, depending on a variety of factors, including: factors that adversely affect the commercial aviation industry; adverse events and negative publicity in the aviation industry; a reduction in sales to the U.S. government and its contractors; cost overruns and losses on
fixed-price contracts; nonperformance by subcontractors or suppliers; our ability to manage our operational footprint; a reduction in outsourcing of maintenance and repair activity by airlines; a shortage of skilled personnel or work stoppages; competition from other companies; financial, operational and legal risks arising as a result of operating internationally; the
failure to complete, integrate and realize the anticipated benefits of acquisitions, including execution of related operational and financial plans; circumstances associated with divestitures; the inability to recover costs due to fluctuations in market values for aviation products and equipment; cyber or other security threats or disruptions; the need to make significant
capital expenditures to keep pace with technological developments in our industry; restrictions on the use of intellectual property and tooling important to our business; the inability to protect the value of our intellectual property; our ability to manage our debt and fund our other liquidity needs; limitations on our ability to access the debt and equity capital markets or
to draw down funds under loan agreements; non-compliance with restrictive and financial covenants contained in our debt and loan agreements; 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; exposure to product liability and property claims that may be in excess of our liability insurance coverage; the risk that the pending acquisition (the “MRO Holdings Acquisition”) of MRO Holdings, Inc., a sociedad anónima organized under the laws of Panama (“MRO Holdings”), may not be completed in a timely manner or at all; the failure to satisfy the
closing conditions to the MRO Holdings Acquisition, including the receipt of required regulatory approvals; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the Share Purchase Agreement entered in connection with the MRO Holdings Acquisition, including in certain circumstances requiring the Company
to pay a termination fee; the ability of the Company to obtain the necessary financing arrangements; the effect of the announcement or pendency of the MRO Holdings Acquisition on the Company’s business relationships, operating results and business generally; risks that the MRO Holdings Acquisition may disrupt the Company’s current business plans and
operations; the Company’s ability to retain and hire key personnel in light of the MRO Holdings Acquisition; risks related to diverting management’s attention from the Company’s ongoing business operations; unexpected costs, charges or expenses resulting from the MRO Holdings Acquisition; potential litigation relating to the MRO Holdings Acquisition; the ability of
the Company to successfully integrate MRO Holdings and its subsidiaries following the Closing and to achieve the anticipated benefits of the MRO Holdings Acquisition, including estimated cost and operational synergies, and the timeline to realize such benefits; the effects of the MRO Holdings Acquisition on the Company’s earnings, financial condition, net leverage
ratio and credit ratings; the impact of the MRO Holdings Acquisition on the Company’s business and future financial condition and operating results, including the ability of the Company or MRO Holdings to repay or prepay indebtedness incurred in connection with the MRO Holdings Acquisition or otherwise; and other factors disclosed in the section entitled “Risk
Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026 and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2026, in each case as may be updated or supplemented by any subsequent filings with the Securities and Exchange Commission (the “SEC”). 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. The Company derives many of its forward-looking statements from its operating budgets and forecasts, which are based on many detailed assumptions. While the Company believes that its assumptions are
reasonable, it cautions that it is very difficult to predict the impact of known factors, and it is impossible to anticipate all factors that could affect actual results. 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 the Company faces, as
additional risks and uncertainties not currently known or foreseeable or deemed immaterial may materially adversely affect the Company’s business, financial condition or results of operations in future periods. All forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the foregoing
cautionary statements. The forward-looking statements included in this presentation are made only as of the date hereof. The Company assumes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
This presentation includes certain forward-looking statements regarding the expected benefits of the MRO Holdings Acquisition, including the expected achievement of run-rate cost synergies, estimates reflecting such run-rate cost synergies, expected tax benefits and expected growth in financial performance as a result of the MRO Holdings Acquisition. There can be
no assurance that any of these outcomes will occur or will be achieved within the expected timeframes or at the levels anticipated. These estimates and assumptions are inherently subject to significant uncertainties and risks, including those relating to the successful integration of MRO Holdings and the Company’s ability to achieve the anticipated benefits of the
MRO Holdings Acquisition. These expected benefits are based on management’s current estimates and assumptions, have not been realized as of the date of this presentation, do not reflect the costs required to achieve them, and should not be viewed as a projection that such benefits will be realized within the anticipated timeframe, or at all.
Additionally, certain estimates, targets and the pro forma data presented in this presentation have been included for illustrative purposes and are based on AAR’s internal models and financial and accounting practices. AAR’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to such information for the purpose of
their inclusion in this presentation, and accordingly, they have not expressed an opinion or provided any other form of assurance with respect thereto for the purpose of this presentation. Although such information is based upon assumptions that AAR believes to be reasonable, there can be no assurance that actual results will not differ, perhaps materially, from such
information. Such information should not be relied upon as being necessarily indicative of future results. Unless otherwise indicated, the historical financial information of AAR included in this presentation has been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and the historical financial information of MRO
Holdings included in this presentation has been prepared in accordance with International Financial Reporting Standards (“IFRS”), which differs in certain significant respects from GAAP. As a result, MRO Holdings’ historical financial information may not be comparable in all respects to AAR’s historical financial information or to financial information prepared in
accordance with GAAP.
AAR has a fiscal year ending on May 31 of each year and MRO Holdings has a fiscal year ending on December 31 of each year. In this presentation, unless indicated otherwise or the context otherwise requires, any reference to a year in the context of AAR’s financial statements, information or data preceded by the word “fiscal” or the letters “FY” refers to AAR’s fiscal
year ended May 31 of that year and any reference to a year in the context of MRO’s financial statements, information or data preceded by the word “fiscal” or the letters “FY” refers to MRO’s fiscal year ended December 31 of that year. In light of the different fiscal year ends for AAR and MRO Holdings, certain financial information of MRO Holdings in this presentation
has been derived from information for different periods in order to conform to our fiscal periods. Any reference to a year preceded by the letters “CY” refers to a calendar year ending on December 31.
Unless otherwise indicated, pro forma financial information in this presentation gives effect to the MRO Holdings Acquisition and the related financing transactions as if they had occurred on June 1, 2025, the first day of AAR’s fiscal year 2026. Because AAR’s and MRO Holdings’ fiscal years end on different dates, pro forma information for FY2026 combines AAR’s
financial information for the fiscal year ended May 31, 2026 with MRO Holdings’ financial information for the twelve months ended March 31, 2026, which was derived by adding MRO Holdings’ financial information for the year ended December 31, 2025 to its financial information for the three months ended March 31, 2026 and subtracting its financial information for
the three months ended March 31, 2025. The pro forma financial information includes preliminary adjustments to conform MRO Holdings’ financial information from IFRS to GAAP and to align MRO Holdings’ accounting policies with those of AAR. AAR has not completed its assessment of all such adjustments, and such adjustments are preliminary and subject to
change, which could be material, as additional information becomes available and additional analysis is performed. The pro forma financial information is unaudited, is presented for illustrative purposes only, has not been prepared in accordance with Article 11 of Regulation S-X, and may differ materially from pro forma financial information prepared in accordance
with Article 11 of Regulation S-X. It does not purport to represent what AAR’s results would have been had the MRO Holdings Acquisition been completed on the dates indicated or to project AAR’s results for any future period. Information relating to MRO Holdings has been provided by MRO Holdings and has not been independently verified by AAR.
This presentation also includes certain preliminary estimated unaudited financial information of MRO Holdings as of and for the three and nine months ended September 30, 2026, and pro forma preliminary estimated financial information for the twelve months ended August 31, 2026, which combines AAR’s financial information for the twelve months ended August
31, 2026 with MRO Holdings’ preliminary estimated financial information for the twelve months ended September 30, 2026. MRO Holdings’ preliminary estimated financial information for the twelve months ended September 30, 2026 was derived by adding MRO Holdings’ financial information for the year ended December 31, 2025 to its preliminary estimated
financial information for the nine months ended September 30, 2026 and subtracting its preliminary estimated financial information for the nine months ended September 30, 2025. Such preliminary estimated information has been prepared by, and is the responsibility of, management, reflects estimates based on currently available information, and remains subject
to the completion of financial closing procedures. No independent auditor has audited, reviewed, compiled or performed any procedures with respect to such information. Actual results may differ materially, and you should not place undue reliance on such information.
This presentation includes certain financial information of the Company that has not been prepared in accordance with accounting principles generally accepted in the United States (“non-GAAP”), including but not limited to Adjusted Sales, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Income, Adjusted Operating Margin, Adjusted Operating Cash
Flow, Net Debt and net leverage, pro forma and as adjusted pro forma versions of such measures, and certain financial information of MRO Holdings that has not been prepared in accordance with IFRS (“non-IFRS”), including but not limited to Adjusted Operating Revenues, Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Operating Cash Flow, and, in each
case, certain ratios and other metrics derived therefrom. Please see the Appendix of this presentation for more information about these non-GAAP measures of the Company and non-IFRS measures of MRO Holdings.
The Company is not providing a reconciliation of forward-looking non-GAAP financial measures of the Company or forward-looking non-IFRS financial measures of MRO Holdings to the most directly comparable forward-looking GAAP or IFRS financial measures, as applicable, 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 or cannot be reasonably predicted. For this reason, the Company is unable to address the probable significance of the unavailable information. Non- GAAP and non-IFRS financial measures should not be used as a substitute for the corresponding GAAP or IFRS measures. Non-GAAP and Non-IFRS measures in this presentation may be calculated in a way that
is not comparable to similarly-titled measures reported by other companies. These non-GAAP and non-IFRS financial measures are not measures of financial performance in accordance with GAAP or IFRS and may exclude items that are significant in understanding and assessing the Company’s and MRO Holdings’ financial results. Therefore, these measures should
not be considered in isolation or as an alternative to other measures of the Company’s or MRO Holdings’ profitability, liquidity or performance under GAAP or IFRS. Schedules that reconcile certain non-GAAP or non-IFRS financial measures to a financial measure included in financial statements calculated and presented in accordance with GAAP or IFRS are included
in the appendix to this presentation.
This presentation contains information concerning the Company’s industry, including market position, market size, and growth rates of the markets in which the Company participates that are based on industry publications and reports. This information involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these
estimates. The Company has not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which the Company operates is subject to a high degree of uncertainty and risk due to a variety of factors. These and other factors could cause results to differ materially from those expressed in these
publications and reports.
This presentation may contain trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners, and the use herein does not imply an affiliation with or endorsement by the owners of these trademarks, service marks, tradenames and copyrights. Solely for convenience, some of the trademarks, service
marks, trade names and copyrights referred to in this presentation may be listed without the TM, SM, ©, or ® symbols, but the Company will assert, to the fullest extent under applicable law, the rights of the applicable owners, if any, to these trademarks, service marks, trade names, and copyrights. Third-party logos included herein may represent past customers,
present customers, competitors, or may be provided simply for illustrative purposes only. Inclusion of such logos does not necessarily imply affiliation with or endorsement by such firms or businesses. There is no guarantee the Company will work, or continue to work, with any of the firms or businesses whose logos are included herein.
Certain amounts, percentages and other figures in this presentation have been subject to rounding adjustments and may not sum due to rounding.
© 2026 AAR CORP. All rights reserved worldwide 2
Today’s Agenda
© 2026 AAR CORP. All rights reserved worldwide 3
I Acquisition Overview
Appendix
II AAR Overview
III MRO Holdings Overview
IV Key Credit Highlights
V Financial Overview
Today’s Presenters
© 2026 AAR CORP. All rights reserved worldwide 4
Dylan Wolin
Senior Vice President & CFO
John M. Holmes
Chairman, President & CEO
Ben Esbaum
VP, Strategy & Corporate
Development
Christopher Tillett
VP, Investor Relations
I. Acquisition Overview
© 2026 AAR CORP. All rights reserved worldwide 5
Compelling Opportunity to Accelerate Execution of Strategy
1
AAR to acquire 65% controlling interest in MRO Holdings at an
Enterprise Value of $4.0B
Proven M&A playbook to guide integration and deleveraging, with 4 compelling synergy opportunity
© 2026 AAR CORP. All rights reserved worldwide 6
2
Advances strategy to become the leading aviation aftermarket
platform; builds additional avenues for Parts, Repair, and
Software growth
3 Significantly enhances AAR’s scale, margins, and cash flow profile
AAR to Acquire Controlling Interest in MRO Holdings
Overview of Transaction Terms
© 2026 AAR CORP. All rights reserved worldwide 7
Consideration
• Acquire controlling interest of MRO Holdings at implied enterprise value of $4.0B
• Initial acquisition of 65% equity ownership with MRO Holdings shareholders retaining 35%
Financing, Timing,
and Close
• Acquisition of initial 65% financed through combination of new debt and AAR equity issuance
• Approximately $780M upfront equity consideration issued to current MRO Holdings shareholders, resulting in ~12% pro forma ownership
• Lock-up period expiring in three equal parts 6, 12, and 18 months post-closing for shares issued to MRO Holdings shareholders
• Additional ~$230M of equity issued in a PIPE transaction, resulting in ~5% pro forma ownership as of September 2026 (pro forma for the MRO Holdings
acquisition)
• All debt at MRO Holdings (other than local working capital facilities) to be paid at closing; AAR provides intercompany loan with excess cash flow expected to
be used to repay loan in first 2 years post-closing; thereafter, available for repayments and distributions, depending on MRO Holdings net leverage
• Expected closing in AAR’s fiscal Q3 ending February 2027, subject to customary regulatory approvals
Leverage
• AAR’s pro forma net leverage1 at close of ~3.8x2
(incl. ~$64M of cost synergies expected to be realized within 24 months), with path to 2.0x – 2.5x in the
medium term
• Expect net leverage1
to be ~3.0x within two years following close (incl. phase synergies)
Call Options
• AAR holds option to acquire additional 5% ownership of MRO Holdings at any time prior to or within six years after the closing
• AAR holds option to acquire remaining 30% ownership of MRO Holdings in three tranches (on the 2nd, 3rd, and 4th anniversaries of initial closing; 10% each)
• Call option exercise price based on then-current AAR LTM EV/EBITDA multiple, with a floor of 13.5x and cap of 15.25x (~12x – 14x net of expected present
value of tax benefit)
• If AAR has not exercised its call rights by the sixth anniversary of closing, MRO Holdings has a right to cause a sale process of MRO Holdings
Governance
• AAR controls MRO Holdings Board
• MRO Holdings selling holders will be subject to customary lockups and voting support provisions with respect to shares held in AAR
1 Net leverage represents Pro Forma Net Debt to As Adjusted Pro Forma Adjusted EBITDA. Pro Forma Net Debt is defined as pro forma total debt less pro forma cash and cash equivalents. 2
Represents net leverage as of August 31, 2026. As of August 31, 2026, after giving effect to the MRO Holdings acquisition and related financing transactions, pro forma total debt was $3,030M,
pro forma cash and cash equivalents was $75.9M and As Adjusted Pro Forma Adjusted EBITDA was $769.1M. Please see the Appendix of this presentation for a reconciliation of As Adjusted
Pro Forma Adjusted EBITDA to its nearest GAAP equivalent.
AAR to acquire a controlling interest of 65% in MRO Holdings
Acquisition Significantly Enhances AAR’s Profile
© 2026 AAR CORP. All rights reserved worldwide 8
1 Based on Pro Forma AAR FY2026 revenue as compared to AAR's standalone FY2026 sales. 2 Adjusted EBITDA Margin is a non-GAAP financial measure. See Appendix
for reconciliation of non-GAAP financial measures.
• Highly strategic acquisition in core Airframe MRO
business
• Achieves scale that accelerates growth of Parts,
Repair, and Software aftermarket platform
• Scale helps drive additional volume to high-margin Component MRO activity
• Builds channels for existing OEM
distribution partners and new OEM
agreements
• Creates additional avenues for data
collection for Software solutions
• Transaction structure enables long-term
partnership with proven operators that have
regional expertise
Enhances Financial Profile
• Increases AAR’s FY26 sales by ~30+%1 on a pro forma basis
• Expands AAR's Adjusted EBITDA Margin by ~400 bps from ~12% to ~16% on a pro forma
basis (before synergies)2
• Meaningfully enhances cash conversion profile
• ~$75M run-rate cost synergies expected across site optimization, procurement
savings, Indirect SG&A, and the application of AAR processes to MRO Holdings'
operations
• Significant cross-selling opportunities not captured in plan
• Run-rate synergies expected to be achieved by FYE May 2030
Strategic Transaction Transformative Benefits
• Nearshoring of Widebody maintenance work currently being done in Asia
• Increased European and Middle Eastern fleet capture for service in the Americas
• Cross-selling opportunities across services
Growth Vectors
Synergies
II. AAR Overview
© 2026 AAR CORP. All rights reserved worldwide 9
© 2026 AAR CORP. All rights reserved worldwide 10
Company Overview
© 2026 AAR CORP. All rights reserved worldwide 11
PARTS REPAIR SOFTWARE
• Large independent provider with scale, global
presence, & two-way exclusive agreements
• Structured as true extension of Original
Equipment Manufacturers (“OEMs”) into global
after market
• Value-added model, high fill rate enabling market
share gains
New Parts Distribution
• Differentiated ability to source material
• Deep technical and engineering expertise
• Provider of choice for customers
Used Serviceable Material
• High value, complex repairs on current & next-gen platforms
• Focus on narrowbody and regional aircraft,
supported by multi-year agreements
• Industry-leading turnaround times
• Paperless hangar technology, deep expertise,
and proprietary operating model
Airframe MRO (Heavy Maintenance)
• Differentiated repair skillset across a range of
current and next-gen engines and accessories
• Global component repair footprint
Component MRO
• Comprehensive, cloud-based ERP system used
by major airlines and MROs to digitize aircraft
maintenance
• Solutions support entire spectrum of
maintenance activities and create required
system of record
• High-margin software with SaaS-based recurring
revenue model
• Recent additions of Aerostrat and Airvoyant to
extend the reach of Trax’s capabilities
AAR Software
Company Overview
AAR’s Key Focus Areas
Nearly 100%
New Parts Distribution Renewal
Rate Over Last 8 Years
~90%
Exclusive Distribution
Agreements
35
OEMs Under
Distribution contracts
30+
Global Locations
~1,200
Aircraft Serviced
Per Year
15,000+
Components Repaired Per
Year
7M+
Labor Hours Per Year
14
Sites
130+
Customers
6,000+
Aircraft
Drives Volume to Parts & Repair
$3.3B
FY26
Adj. Sales1
$401M
FY26
Adj. EBITDA1
AIR
NYSE Listed
~7,100
Team members2
Commercial
Government
U.S./Canada
72%
EMEA
15%
APAC
11%
Other
2%
Parts Supply
45%
Repair,
Engineering,
and Software
Government
Solutions
Legacy Commercial Programs 15%
Sales by
customer
type
Sales by
geography
Sales by
segment
© 2026 AAR CORP. All rights reserved worldwide 12
FY26
AAR is an Independent Leader in the Aviation Aftermarket
Company Overview
Helping customers increase efficiency and reduce costs while maintaining high levels of quality,
service, and safety
1 Adjusted Sales and Adjusted EBITDA are non-GAAP financial measures. See Appendix for reconciliation of non-GAAP financial measures. 2 As of 31 May
2026.
7%
33%
73%
27%
© 2026 AAR CORP. All rights reserved worldwide 13
Highly Diversified Base of Commercial, Government and Military
Customers across OEMs
Company Overview
OEMs Government & military customers
US: Air Force; Navy; Army; Department of
State
Colombia: Colombian Aerospace Force
Japan: Ministry of Defense
Netherlands: Royal Netherlands Air Force
Norway: Royal Norwegian Air Force
United Kingdom: Ministry of Defence
Commercial customers
AAR is a Global Leader in Aircraft Heavy Maintenance
© 2026 AAR CORP. All rights reserved worldwide 14
AAR is a Leader in Heavy Maintenance
• Widebody & Narrowbody fleet is expected to grow from
~29,000 aircraft in 2026 to ~42,000 aircraft in 20351
• Strong passenger demand and ongoing OEM delivery issues
result in older installed base of aircraft
• Strong position in critical narrowbody and regional aircraft
across North America
• Deep relationships with skilled labor pipelines creates natural
barriers to entry
• Proprietary systems and operating model drive efficiency and
rapid turnaround times
• Achieves attractive margin due to best-in-class execution
• Digitally-enabled solutions collecting proprietary data
Aging Global Fleets Sustain Demand
1 Source: Naveo Limited, April 2026
What is Heavy Maintenance?
• Heavy maintenance is a recurring,
mission-critical service to aircraft
through their useful life
• Time-based checks of the aircraft
involving inspection, repair, overhaul,
modification, and refurbishment
• Required by regulators and/or the
airlines themselves, regardless of how
often the aircraft fly
• Value-add service that requires highly
skilled technicians and hangar capacity
• Highly visible and strategic service
within the airline, enabling significant
cross-sell potential
© 2026 AAR CORP. All rights reserved worldwide 15
AAR Has a Strong Track Record of Consistent Financial Performance
Driving significant growth and margin expansion over the past 4 years
$1,817
$1,991
$2,321
$2,748
$3,308
FY 2022 FY 2023 FY 2024 FY 2025 FY 2026
Adj. Sales ($M)1 Adj. EBITDA ($M)
and Margin (%)1
$156
$190
$242
$324
$401
8.6%
9.5%
10.4%
11.8% 12.1%
FY 2022 FY 2023 FY 2024 FY 2025 FY 2026
Adj. Op. Income ($M)
and Margin (%)1
$115
$149
$193
$265
$337
6.3%
7.5%
8.3%
9.6%
10.2%
FY 2022 FY 2023 FY 2024 FY 2025 FY 2026
+16% CAGR +27% CAGR
~90 avg. bps/yr
+31% CAGR
~100 avg. bps/yr
Company Overview
1 Adjusted Sales, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Operating Income and Adjusted Operating Margin are non-GAAP financial
measures. See Appendix for reconciliation of non-GAAP financial measures.
Large, global traffic base supports
continued fleet growth and long-term
aftermarket demand
Recent capacity reductions are a function
of route profitability, not demand
Aviation has historically demonstrated
strong recovery following exogenous shocks
Expect airlines to remain risk-averse and
not overly reliant on aircraft retirements
Global Commercial Air Travel Growth Remains Resilient
© 2026 AAR CORP. All rights reserved worldwide 16
~4%
CAGR
~5%
CAGR
High
scenario
Base
scenario
2026E 2027E 2028E 2029E 2030E
0%
10%
20%
Narrow range of outcomes contributes to resilient demand
~3%
CAGR
Low
scenario
Global Available Seat Kilometer (ASK) growth1
5%
15%
25%
(5%)
ASK Growth
Company Overview
Source: Company Estimates, Naveo Limited, IATA, Jefferies, RBC. 1 As of April 2026
28,680
29,964
31,390
32,961
34,685
36,176
37,539
38,947
40,406
41,910
13.4
13.7
14.0
14.2
14.4 14.4 14.3
14.2
14.1 14.0
12.0
12.5
13.0
13.5
14.0
14.5
15.0
15.5
16.0
0
5,000
10,000
15,000
20,000
25,000
30,000
35,000
40,000
45,000
2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
Growing & Aging Global Aircraft Fleet
© 2026 AAR CORP. All rights reserved worldwide 17
Average fleet age will continue to rise through the end of the
decade, remain elevated thereafter • Widebody & narrowbody fleet is
expected to grow from ~29,000
aircraft in 2026 to ~42,000 aircraft in
2035
• Average fleet age is expected to
peak by 2031, but remain elevated
vs. historic levels
• Low retirement levels and delivery
constraints result in larger, older
installed base
Sustained demand for Parts, Repair,
and Software
Greater use of independent
aftermarket support as supply
availability tightens & OEM
lead times extend
Global fleets will continue to age,
net of deliveries and retirements
Total fleet (narrowbody + widebody) Avg. aircraft age (years)
Company Overview
Source: Naveo Limited, April 2026
III. MRO Holdings
Overview
© 2026 AAR CORP. All rights reserved worldwide 18
A leader in airframe maintenance, repair, and overhaul services across the Americas
MRO Holdings at a Glance
© 2026 AAR CORP. All rights reserved worldwide Note: Financial information for MRO Holdings is prepared in accordance with IFRS. 1 As of August 2026. 2 As of April 2026. 3 Adjusted Operating Revenues, Adjusted
EBITDA, Adjusted EBITDA Margin are non-IFRS financial measures. See Appendix for reconciliation of non-IFRS financial measures. 19
Key Statistics
$1,024M
Adj. Operating
Revenues3
(LTM Jun 2026)
$291M
Adj. EBITDA3
(LTM Jun 2026)
29%
Adj. EBITDA margin3
(LTM Jun 2026)
5
Airframe MRO Facilities1
12M
Annual service hours
(CY 2026E)
10,000+
Team members2
100%
Aftermarket
Airframe MRO Business
• Specializes in airframe heavy maintenance checks
• Comprehensive capabilities across narrowbody and select widebody
platforms
• Blue-chip customers comprising some of the largest airlines in the
Americas; ~90% sales to U.S. customers
• Strategic nearshore footprint across Colombia, Mexico, and El Salvador
Ancillary Businesses
• Integrated in-house support platform spanning
engineering and logistical solutions
• End-to-end lifecycle support for heavy
maintenance
• Embedded backshop and repair capabilities
across facilities
Double-Digit Sales CAGR
Sales ($M) Adj. EBITDA ($M)
Double-Digit Adj. EBITDA CAGR
2015A 2016A 2017A 2018A 2019A 2020A 2021A 2022A 2023A 2024A 2025A 2015A 2016A 2017A 2018A 2019A 2020A 2021A 2022A 2023A 2024A 2025A
IV. Key Credit Highlights
© 2026 AAR CORP. All rights reserved worldwide 20
© 2026 AAR CORP. All rights reserved worldwide 21
Overview of Key Credit Highlights
Key Credit Highlights
1 Leading aviation aftermarket platform with enhanced capabilities and customer relevance
3 Complementary to AAR’s existing North American MRO footprint, increasing servicing flexibility and specialization
4 Large MRO TAM with strong secular growth drivers supporting strong base of reoccurring organic revenue
5 Proven ability integrating acquisitions enabling execution of large-scale M&A with track record of deleveraging
66 Experienced leadership team with proven track record of execution
Expected to enhance AAR’s scale and margin profile, with ~400bps of anticipated Adj. EBITDA Margin1 2 uplift
1 Adjusted EBITDA Margin is a non-GAAP financial measure. See Appendix for reconciliation of non-GAAP financial measures.
Integrated Business: Platform for Self-Reinforcing Growth
© 2026 AAR CORP. All rights reserved worldwide 22
• New parts Distribution drives
long-term relationships with
OEMs
• OEM relationships support
technical requirements for
Component MRO
• Highly transactional USM
business keeps us in close
contact with Parts buyers and
provides critical market
intelligence for new parts
Distribution
• Component MRO supports
Airframe MRO and USM
activities with Repairs
• Airframe MRO allows us to
collect data relevant to OEMs
for new parts Distribution
• Airframe MRO is a highly
visible activity that helps drive
volume to higher-margin
Component MRO
Parts
Repair
• Data available through Parts and
Repair activities improve
Software offering and enable us
to quickly identify market trends
• Software provides platform
through which customers can
purchase Parts and Repairs
• Planning tools provide insight to
long-range maintenance planning,
allowing us to optimize Airframe
MRO capacity and improve Parts
Supply provisioning
Software
PARTS
Software
Strengthening leadership in heavy
maintenance to drive volume
through component repair shops
Leveraging position within
customer value chain to win
additional distribution contracts
with OEMs
Approaching 3,000 aircraft
serviced annually, accessing a
broader pool of data which
improves efficiency for Repair and
Parts
MRO Holdings Acquisition
Grows and Strengthens AAR’s
Platform
1
Acquisition Meaningfully Improves Financial Profile
Increases growth potential, margins, and cash conversion profile
© 2026 AAR CORP. All rights reserved worldwide 23
See Appendix for reconciliation of non-GAAP and non-IFRS financial measures. Financials represent FY26 for AAR. Pro Forma Financials are
derived from FY26 for AAR and LTM Mar-2026 for MRO Holdings.
FY Adj. 2026 Sales ($B) $3.3 $4.4
FY 2026 Adj. EBITDA ($M) $401 $685
FY 2026 Adj. EBITDA Margin 12% 16%
Before synergies
Target Adj. EBITDA Margin 13-14%
3-year, ex. LCP
19-20%
3-4 year, including synergies
+
• Adds scale and significantly
expands margins
• Enhances cash conversion
profile due to low NWC and
maintenance capex
• Strong cash generation
supports deleveraging
following close
• Financial flexibility expected
to support integration and
future ownership purchases
2
AAR
MRO
Holdings
Combined Footprint Offers
Differentiated Scale and Flexibility
© 2026 AAR CORP. All rights reserved worldwide 24
Note: MRO Holdings MRO footprint: 19 hangars, 115 lines. Excludes AAR's Indianapolis, Indiana
facility, which AAR is in the process of exiting. 1 Based on labor hours (approximately 12M for MRO
Holdings for CY2026E and over 7M for AAR annually).
Greensboro, NC
Lake City, FL
Windsor, Ontario
Trois-Rivières, Québec
Rockford, IL
Miami, FL
Oklahoma City, OK
Medellin, Colombia
Winston-Salem, NC
Jacksonville, FL
Querétaro, Mexico
San Salvador, El Salvador
• From 7 to 12 facilities
• From 7M to 19M
annual service hours
combined
• From ~1,200 to
nearly 3,000 aircraft
serviced/yr
Creates largest MRO
in the world1
3
Large Addressable Market in Repair
with Strong Secular Growth Drivers
Industry-leading position & efficiency capabilities enable us to capture additional share in large, fragmented market
© 2026 AAR CORP. All rights reserved worldwide 25
Key market drivers
1
Increasing air travel driving growing
airline demand for high-quality
solutions, delivered on time
2
Regulations require regular
mandatory maintenance
3 New aircraft delivery constraints
4 Limited network capacity
Component maintenance
Heavy airframe
maintenance
~$50B+ today
Repair total addressable market
Modifications
• Leading provider of heavy
maintenance in North America;
opportunity to capture incremental
volume in North American Widebody
and European and Middle Eastern
operators
• Leverage combined platform to
capture additional gains in
Component maintenance
Source: AAR Management; Naveo Limited, April 2026.
4
3.6 x
3.3 x
3.1 x
2.8 x
2.2 x
1.8 x
Q3 FY24 Q1 FY25 Q3 FY25 Q1 FY26 Q3 FY26 Q1 FY27
Proven Track Record of Acquisition Integration & Deleveraging
© 2026 AAR CORP. All rights reserved worldwide 26
Deleveraging Profile
• Committed financing structure includes $2.1B of debt capital and ~$1.0B of
equity through shares issued to MROH Shareholders and via a PIPE2
• Balanced capital allocation framework supporting both deleveraging and
shareholder returns
• AAR to receive repayments of intercompany loans from all excess cash flows
from MRO Holdings in the first 2 years for deleveraging; thereafter, available
for repayments and distributions, depending on MRO Holdings net leverage
• Anticipated ~3.0x Net Leverage4 24 months post close (incl. phased
synergies)
1 For reconciliations of Net Debt and net leverage to the most directly comparable GAAP measures, see the Company's earnings releases furnished as Exhibit 99.1 to its Current Reports on Form
8-K filed with the SEC on March 21, 2024, September 23, 2024, March 27, 2025, September 23, 2025, March 24, 2026 and September 28, 2026. Net leverage is defined as total debt less cash and
cash equivalents divided by Adjusted EBITDA. 2 Shares to MROH shareholders valued at $135.00. 3 Pro forma for the Triumph Product Support acquisition. 4 Net leverage defined as total debt less
cash and cash equivalents divided by Adjusted EBITDA. Net leverage for historical periods is as reported in the Company's earnings release for the applicable fiscal quarter.
AAR is Experienced in Successfully Executing & Integrating M&A
March 2023 March 2024 August 2025 September 2025 November 2025 April 2026
5
AAR Historical Deleveraging Profile1
Acquisition of
3
Deep industry expertise and focus on the customer experience
Led by an Experienced Leadership Team Executing Our Strategy
© 2026 AAR CORP. All rights reserved worldwide 27
6
Christopher Jessup
SVP and Chief
Commercial Officer
24 years with AAR
27 years industry experience
Nicholas Gross
SVP, Government Programs
and Component MRO
10 years with AAR
26 years industry experience
4 years USAF
Dylan Wolin
SVP and Chief
Financial Officer
7 years with AAR
19 years industry experience
John M. Holmes
Chairman,
President and CEO
25 years with AAR
25 years industry experience
Jessica Garascia
SVP, General Counsel,
Chief Administrative Officer,
& Secretary
6 years with AAR
6 years industry experience
John Cooper
SVP, Global Government
and Defense
6 years with AAR
35 years USAF
Ben Esbaum
VP, Strategy & Corporate
Development
2 years with AAR
15 years industry experience
Frank Landrio
SVP,
Distribution
19 years with AAR
35 years industry experience
Andrew Schmidt
SVP,
Software
11 years with AAR
35 years industry experience
Sharon Purnell
SVP and Chief Human
Resources Officer
1 year with AAR
4 years industry experience
Tom Hoferer
SVP,
Repair & Engineering
3 years with AAR
35 years industry experience
Salvatore Marino
SVP,
Parts Supply
32 years with AAR
36 years industry experience
V. Financial Overview
© 2026 AAR CORP. All rights reserved worldwide 28
$ 29
$ 94
$ 199
$(48)
$ 57
2025A 2026A LTM
(31-Aug-26)
3M
(31-Aug-25)
3M
(31-Aug-26)
9% 24% 46% NM 48%
$ 2,748
$ 3,308
$ 3,486
$ 740
$ 918
2025A 2026A LTM
(31-Aug-26)
3M
(31-Aug-25)
3M
(31-Aug-26)
$ 324
$ 401
$ 431
$ 87
$ 117
2025A 2026A LTM
(31-Aug-26)
3M
(31-Aug-25)
3M
(31-Aug-26)
12% 12% 12% 12% 13%
© 2026 AAR CORP. All rights reserved worldwide 29
AAR Historical Financials
Financial Overview
Note: See Appendix for reconciliation of non-GAAP and non-IFRS financial measures. AAR financials reflect May 31 FYE. 1 For reconciliations of Adjusted Sales, Adjusted EBITDA and
Adjusted Cash Provided by Operating Activities for the three months ended August 31, 2025 and of Adjusted Cash Provided by Operating Activities for the fiscal year ended May 31, 2025,
see the Company's earnings releases furnished as Exhibit 99.1 to its Current Reports on Form 8-K filed with the SEC on September 23, 2025 and July 16, 2025, respectively.
AAR Adj. Sales ($M) AAR Adj. EBITDA ($M) AAR Adj. Operating Cash Flow ($M)
Operating Cash Flow (% Adj. EBITDA)
1 1 (1) 1
% Margin
© 2026 AAR CORP. All rights reserved worldwide 30
MRO Holdings Historical Financials
MROH Adj. Operating Revenues ($M) MROH Adj. EBITDA ($M) MROH Adj. Operating Cash Flow ($M)
Financial Overview
Note: See Appendix for reconciliation of non-GAAP and non-IFRS financial measures. MRO Holdings financials reflect Dec 31 FYE
$ 829
$ 1,043 $ 1,024
$ 528 $ 509
2024A 2025A LTM
(30-Jun-26)
6M
(30-Jun-25)
6M
(30-Jun-26)
Operating Cash Flow (% Adj. EBITDA)
$ 119
$ 208
$ 163
$ 95
$ 50
2024A 2025A LTM
(30-Jun-26)
6M
(30-Jun-25)
6M
(30-Jun-26)
51% 67% 56% 60% 35%
% Margin
$ 233
$ 308 $ 291
$ 158 $ 142
2024A 2025A LTM
(30-Jun-26)
6M
(30-Jun-25)
6M
(30-Jun-26)
28% 30% 28% 30% 28%
$401 $431
$117
$283 $274
$64
$64 $64
$16
AAR FY 2026 TTM AAR Q1 FY27
17 % 17 % 17 %
$749 $769
$196
$94
$199
$57
$159
$138
$49
$47
$64
$2
AAR FY 2026 TTM AAR Q1 FY27
40% 52% 55%
$300
$401
$108
$3,308 $3,486
$918
$1,043
$1,027
$248
AAR FY 2026 TTM AAR Q1 FY27
$4,351
$4,513
$1,166 © 2026 AAR CORP. All rights reserved worldwide 31
Historical Pro Forma Financials
Financial Overview
Pro Forma Adj. Sales ($M) Pro Forma Adj. EBITDA ($M) Pro Forma Adj. Operating Cash Flow ($M)
Note: See Appendix for reconciliation of non-GAAP and non-IFRS financial measures. $64mm of cost synergies expected to be realized within 24 months. All financial information of MROH presented on this slide for LTM
Ending 30-Sep-2026 is preliminary estimated unaudited financial information. This information is subject to the completion of financial closing procedures and may change. See "Disclaimer" for important information
about the limitations of this preliminary estimated financial information. 1 Pro Forma FY Financials reflects AAR May 31 FYE, MRO Financials LTM as of 31-Mar-2026; 2 TTM Pro Forma Reflects AAR LTM Ending 31-Aug-2026 and MROH LTM Ending 30-Sep-2026. 3 Pro Forma Q1 FY2027 reflects AAR FYQ1 ended 31-Aug-2026 and MROH 3M ended 30-Jun-2026. 4 Transaction adjustments include pro forma transaction adjustments and
other acquisition-related adjustments. Numbers may not tie due to rounding.
AAR MROH
1 2 3 1 2 3 1 2 3
Operating Cash Flow (% Adj. EBITDA)
Transaction
Adjustments4
% Margin
Appendix
© 2026 AAR CORP. All rights reserved worldwide 32
Current Capitalization
1 The Unsecured Revolver has an applicable margin that varies between 1.250 – 2.500% based on Total Net Leverage Ratio. 2 Market Capitalization as of 23-Oct-2026 © 2026 AAR CORP. All rights reserved worldwide 33
As of 31-Aug-2026
Amount x EBITDA Rate1
Maturity / Tenor
Cash & Cash Equivalents $ 105
Unsecured Revolver ($1,375mm) 185 S + 1.250- 2.500 % Oct-31
6.750 % Senior Unsecured Notes due 2029 700 6.750 % Mar-29
Total Debt $ 885 2.1 x
Net Debt 781 1.8
Market Capitalization2
3,780
Total Capitalization $ 4,665 10.8 x
LTM 31-Aug-2026 Adj. EBITDA $ 431
Pro Forma Non-GAAP Financial Measures
© 2026 AAR CORP. All rights reserved worldwide 34
Adjusted Sales (FYE 31-May-2026)
(a) Represents adjustments to reflect the estimated operating revenues that (i) Hangar 7 at MRO Holdings' Aeroman facility, which commenced full operations in March 2026, would have generated in each month for which an adjustment is made had it been operating at 50% of its full capacity and (ii) MRO Holdings' Rionegro facility, over which MRO Holdings obtained full control in February 2026, would have generated in each
month for which an adjustment is made had it been operating at its full capacity in line with MRO Holdings' management's forecast for the year ending December 31, 2026. These estimated revenues are reduced by any actual operating revenues the relevant facility generated in that month, including, in the case of the Rionegro facility, actual operating revenues generated in months before MRO Holdings obtained control of the
facility. (b) Represents adjustments to (i) eliminate the impact of out-of-period operating revenues generated in connection with MRO Holdings’ Aeroman facility’s maintenance commissions for services performed during the year ended December 31, 2025 that were recorded in MRO Holdings’ financial statements for the three months ended June 30, 2026 and allocating them on a straight-line basis across each of the quarterly
periods in the year ended December 31, 2025; and (ii) reclassify revenues from sales of materials to third parties, which are presented on a net of cost basis in MRO Holdings’ financial statements, so that they are presented on a gross basis.
Pro Forma
($ in millions)
AAR Year ended May 31,
2026
MRO Holdings Twelve months
ended March 31, 2026
Pro Forma Transaction
Adjustments Year ended May 31, 2026
(GAAP) (IFRS) (unaudited)
Sales $3,308.0 $926.9 — $4,234.9
Run-rate Impact of New Facilities(a) — 114.9 — 114.9
Aeroman Maintenance Commissions and Third-Party Material Sales(b) — 0.6 — 0.6
Adjusted Sales $3,308.0 $1,042.5 — $4,350.5
Historical
Pro Forma Non-GAAP Financial Measures
© 2026 AAR CORP. All rights reserved worldwide 35
Adjusted Sales (TTM 31-Aug-2026)
a) Represents adjustments to reflect the estimated operating revenues that (i) Hangar 7 at MRO Holdings’ Aeroman facility, which commenced full operations in March 2026, would have generated in each month for which an adjustment is made had it been operating at 50% of its full capacity and (ii) MRO Holdings’ Rionegro facility, over which MRO Holdings obtained full control in February 2026, would have generated in each
month for which an adjustment is made, had it been operating at its full capacity in line with MRO Holdings’ management’s forecast for the year ending December 31, 2026. These estimated revenues are reduced by any actual operating revenues the relevant facility generated in that month, including, in the case of the Rionegro facility, actual operating revenues generated in months before MRO Holdings obtained control of the
facility. b) Represents adjustments to (i) eliminate the impact of out-of-period operating revenues generated in connection with MRO Holdings’ Aeroman facility’s maintenance commissions for services performed during the year ended December 31, 2025 that were recorded in MRO Holdings’ financial statements for the three months ended June 30, 2026 and allocating them on a straight-line basis across each of the quarterly
periods in the year ended December 31, 2025; and (ii) reclassify revenues from sales of materials to third parties, which are presented on a net of cost basis in MRO Holdings’ financial statements, so that they are presented on a gross basis.
Pro Forma
($ in millions)
AAR Twelve months ended
August 31, 2026
MRO Holdings Twelve months
ended September 30, 2026
Pro Forma Transaction
Adjustments
Twelve months ended
August 31, 2026
(GAAP) (IFRS) (unaudited)
Sales $3,486.4 $977.7 — $4,464.1
Run-rate Impact of New Facilities(a) — 49.8 — 49.8
Aeroman Maintenance, Commissions and Third-Party Material Sales(b) — (0.6) — (0.6)
Adjusted Sales $3,486.4 $1,026.9 — $4,513.3
Historical
Pro Forma Non-GAAP Financial Measures
© 2026 AAR CORP. All rights reserved worldwide 36
Adjusted Sales (L3M 31-Aug-2026)
a) Represents adjustments to reflect the run-rate impact of MRO Holdings’ new facilities, being Hangar 7 at MRO Holdings’ Aeroman facility, which commenced full operations in March 2026, and MRO Holdings’ Rionegro facility, over which MRO Holdings obtained full control in February 2026. b) Represents adjustments to (i) eliminate the impact of out-of-period operating revenues generated in connection with MRO Holdings’
Aeroman facility’s maintenance commissions for services performed during the year ended December 31, 2025 that were recorded in MRO Holdings’ financial statements for the three months ended June 30, 2026 and allocating them on a straight-line basis across each of the quarterly periods in the year ended December 31, 2025; and (ii) reclassify revenues from sales of materials to third parties, which are presented on a net of
cost basis in MRO Holdings’ financial statements, so that they are presented on a gross basis.
Pro Forma
($ in millions)
AAR Three months ended
August 31, 2026
MRO Holdings Three months
ended June 30, 2026
Pro Forma Transaction
Adjustments
Three months ended
August 31, 2026
(GAAP) (IFRS) (unaudited)
Sales $918.0 $252.2 — $1,170.2
Run-rate Impact of New Facilities(a) — (3.5) — (3.5)
Aeroman Maintenance Commissions and Third-Party Material Sales(b) — (0.8) — (0.8)
Adjusted Sales $918.0 $247.8 — $1,165.8
Historical
Pro Forma Non-GAAP Financial Measures
© 2026 AAR CORP. All rights reserved worldwide 37
Adjusted Operating Cash Flow (FYE 31-May-2026)
a) Represents MRO Holdings’ non-recurring acquisition and integration-related expenses, including certain severance and other exit costs associated with the departure of a senior executive. b) Represents adjustments to reflect (i) the estimated net cash provided by operating activities that (x) Hangar 7 at MRO Holdings’ Aeroman facility, which commenced full operations in March 2026, would have generated in each month for
which an adjustment is made had it been operating at 50% of its full capacity and (y) MRO Holdings’ Rionegro facility, over which MRO Holdings obtained full control in February 2026, would have generated in each month for which an adjustment is made, had it been operating at its full capacity in line with MRO Holdings’ management’s forecast for the year ending December 31, 2026, in each case, as reduced by any actual net
cash provided by operating activities the relevant facility generated in that month, including, in the case of the Rionegro facility, actual net cash provided by operating activities generated in months before MRO Holdings obtained control of the facility and (ii) for periods prior to MRO Holdings’ acquisition of control of AMDL on December 30, 2025, savings as a result of the elimination of rent previously paid by MRO Holdings for a
facility owned by AMDL, as if such acquisition occurred on the first date of each of the periods presented. These adjustments are presented for illustrative purposes only, are based on MRO Holdings’ management’s estimates and assumptions, do not reflect actual results and may not be indicative of future results. c) Represents MRO Holdings’ expansion expenses, which primarily consist of employee training costs incurred so
that new employees can obtain the certifications required to work on aircraft. d) Represents MRO Holdings’ other non-recurring and non-operating expenses, which primarily consist of (i) non-recurring acquisition and integration-related expenses, including certain severance and other exit costs associated with the departure of a senior executive, (ii) special and non-recurring bonuses, (iii) foreign exchange translation gains and
losses, (iv) non-recurring legal fees, (v) out-of-period adjustments to allocate expenses to the periods in which they were originally incurred and (vi) non-recurring board of director costs. e) Represents adjustments to conform MRO Holdings’ lease accounting under IFRS to GAAP by replacing the IFRS-based depreciation and interest recognition for certain of MRO Holdings’ leases with straight-line operating lease expenses under
GAAP. The adjustments are preliminary and may change as we complete our assessment of the adjustments needed to conform MRO Holdings’ financial information to GAAP and to AAR’s accounting policies.f) Represents other acquisition-related adjustments, consisting of run-rate cost synergies that we expect to achieve following the closing of the MRO Holdings Acquisition, as if they had been fully realized on June 1, 2025.
These run-rate cost synergies are based on our management’s current estimates and assumptions, have not been realized as of the date presented and may not be realized in the amounts or within the time periods anticipated, or at all. As Adjusted Pro Forma Adjusted Operating Cash Flow is presented for illustrative purposes only and is not a projection of future results.
Pro Forma
($ in millions)
AAR Year ended May
31, 2026
MRO Holdings Twelve
months ended March 31,
2026
Pro Forma
Transaction
Adjustments
Year ended May 31,
2026
(GAAP) (IFRS)
Cash provided by operating activities $98.7 $110.9 $0.5 $210.1
Amounts outstanding on accounts receivable financing program:
Beginning of period 21.3 — — 21.3
End of period (25.7) — — (25.7)
Acquisition and integration, expenses (a) — 3.1 3.1
Run-rate Impact of New Facilities (b) — 29.7 29.7
Expansion expenses (c) — 9.6 9.6
Other non-recurring expenses (d) — 10.0 — 10.0
MRO Holdings Adjusted Operating Cash Flow (non-IFRS) — $163.2 —
IFRS to GAAP conversion adjustments:
Lease accounting adjustment (e) — (4.2) —
Adjusted Operating Cash Flow (non-GAAP) $94.3 $159.0 $0.5 $253.8
Further acquisition-related adjustments:
Other acquisition-related adjustments (f) — — 46.0 46.0
As Adjusted Pro Forma Adjusted Operating Cash Flow (non-GAAP) — — — $299.8
Historical
Pro Forma Non-GAAP Financial Measures
© 2026 AAR CORP. All rights reserved worldwide 38
Adjusted Operating Cash Flow (TTM 31-Aug-2026)
a) Represents MRO Holdings’ non-recurring acquisition and integration-related expenses, including certain severance and other exit costs associated with the departure of a senior executive. b) Represents adjustments to reflect (i) as described above, the estimated net cash provided by operating activities that (x) Hangar 7 at MRO Holdings’ Aeroman facility, which commenced full operations in March 2026, would have
generated in each month for which an adjustment is made had it been operating at 50% of its full capacity and (y) MRO Holdings’ Rionegro facility, over which MRO Holdings obtained full control in February 2026, would have generated in each month for which an adjustment is made, had it been operating at its full capacity in line with MRO Holdings’ management’s forecast for the year ending December 31, 2026, in each case, as
reduced by any actual net cash provided by operating activities the relevant facility generated in that month, including, in the case of the Rionegro facility, actual net cash provided by operating activities generated in months before MRO Holdings obtained control of the facility and (ii) for periods prior to MRO Holdings’ acquisition of control of AMDL on December 30, 2025, savings as a result of the elimination of rent previously
paid by MRO Holdings for a facility owned by AMDL, as if such acquisition occurred on the first date of each of the periods presented. These adjustments are presented for illustrative purposes only, are based on MRO Holdings’ management’s estimates and assumptions, do not reflect actual results and may not be indicative of future results. c) Represents MRO Holdings’ expansion expenses, which primarily consist of employee
training costs incurred so that new employees can obtain the certifications required to work on aircraft. d) Represents MRO Holdings’ other non-recurring and non-operating expenses, which primarily consist of (i) non-recurring acquisition and integration-related expenses, including certain severance and other exit costs associated with the departure of a senior executive, (ii) special and non-recurring bonuses, (iii) foreign
exchange translation gains and losses, (iv) non-recurring legal fees, (v) out-of-period adjustments to allocate expenses to the periods in which they were originally incurred and (vi) non-recurring board of director costs. e) Represents adjustments to conform MRO Holdings’ lease accounting under IFRS to GAAP by replacing the IFRS-based depreciation and interest recognition for certain of MRO Holdings’ leases with straight-line
operating lease expenses under GAAP. The adjustments are preliminary and may change as we complete our assessment of the adjustments needed to conform MRO Holdings’ financial information to GAAP and to AAR’s accounting policies. f) Represents other acquisition-related adjustments, consisting of run-rate cost synergies that we expect to achieve following the closing of the MRO Holdings Acquisition, as if they had
been fully realized on September 1, 2025. These run-rate cost synergies are based on our management’s current estimates and assumptions, have not been realized as of the date presented and may not be realized in the amounts or within the time periods anticipated, or at all. As Adjusted Pro Forma Adjusted Operating Cash Flow is presented for illustrative purposes only and is not a projection of future results.
Pro Forma
($ in millions)
AAR Twelve months
ended August 31, 2026
MRO Holdings Twelve
months ended September
30, 2026
Pro Forma Transaction
Adjustments
Twelve months
ended August 31,
2026
(GAAP) (IFRS) (unaudited)
Cash provided by operating activities $199.4 $106.2 $18.3 $323.9
Amounts outstanding on accounts receivable financing program: -
Beginning of period 24.3 — — 24.3
End of period (25.0) — — (25.0)
Acquisition and integration, expenses (a) — 1.9 — 1.9
Run-rate Impact of New Facilities (b) — 14.0 — 14.0
Expansion expenses (c) — 10.2 — 10.2
Other non-recurring expenses (d) — 8.0 — 8.0
MRO Holdings Adjusted Operating Cash Flow (non-IFRS) — $140.4 — —
IFRS to GAAP conversion adjustments:
Lease accounting adjustment (e) — (2.7) — (2.7)
Adjusted Operating Cash Flow (non-IFRS) $198.7 $137.7 $18.3 $354.7
Further acquisition-related adjustments:
Other acquisition-related adjustments (f) — — 46.0 46.0
As Adjusted Pro Forma Adjusted Operating Cash Flow (non-GAAP) — — — $400.7
Historical
Pro Forma Non-GAAP Financial Measures
© 2026 AAR CORP. All rights reserved worldwide 39
Adjusted Operating Cash Flow (L3M 31-Aug-2026)
a) Represents MRO Holdings’ non-recurring acquisition and integration-related expenses, including certain severance and other exit costs associated with the departure of a senior executive. b) Represents adjustments to reflect the run-rate impact of MRO Holdings’ new facilities, being Hangar 7 at MRO Holdings’ Aeroman facility, which commenced full operations in March 2026, and MRO Holdings’ Rionegro facility, over which
MRO Holdings obtained full control in February 2026. c) Represents MRO Holdings’ expansion expenses, which primarily consist of employee training costs incurred so that new employees can obtain the certifications required to work on aircraft. d) RepresentsMRO Holdings’ other non-recurring and non-operating expenses for the three months ended June 30, 2026, which primarily consist of special and non-recurring bonuses,
foreign exchange translation gains and losses, non-recurring legal fees, out-of-period adjustments to allocate expenses to the periods in which they were originally incurred and non-recurring board of director costs. e) Represents adjustments to conform MRO Holdings’ lease accounting under IFRS to GAAP by replacing the IFRS-based depreciation and interest recognition for certain of MRO Holdings’ leases with straight-line
operating lease expenses under GAAP. The adjustments are preliminary and may change as we complete our assessment of the adjustments needed to conform MRO Holdings’ financial information to GAAP and to AAR’s accounting policies. f) Represents other acquisition-related adjustments, consisting of estimated run-rate cost synergies that we expect to achieve following the closing of the MRO Holdings Acquisition, as if
they had been fully realized on June 1, 2025. These run-rate cost synergies are based on our management’s current estimates and assumptions, have not been realized as of the date presented and may not be realized in the amounts or within the time periods anticipated, or at all. As Adjusted Pro Forma Adjusted Operating Cash Flow is presented for illustrative purposes only and is not a projection of future results.
Pro Forma
($ in millions)
AAR Three months
ended August 31,
2026
MRO Holdings Three
months ended June 30,
2026
Pro Forma
Transaction
Adjustments
Three months
ended August 31,
2026
(GAAP) (IFRS)
Cash provided by operating activities $55.8 $44.9 ($9.6) $91.1
Amounts outstanding on accounts receivable financing program:
Beginning of period 25.7 — — 25.7
End of period (25.0) — — (25.0)
Acquisition and integration, expenses (a) — 0.4 0.4
Run-rate Impact of New Facilities (b) — 0.6 0.6
Expansion expenses (c) — 2.5 2.5
Other non-recurring expenses (d) — 1.5 — 1.5
MRO Holdings Adjusted Operating Cash Flow (non-IFRS) — $49.9 — —
IFRS to GAAP conversion adjustments:
Lease accounting adjustment (e) — (0.5) —
Adjusted Operating Cash Flow (non-IFRS) $56.5 $49.4 ($9.6) $96.3
Further acquisition-related adjustments:
Other acquisition-related adjustments (f) — — 11.5 11.5
As Adjusted Pro Forma Adjusted Operating Cash Flow (non-GAAP) — — — $107.8
Historical
Pro Forma Non-GAAP Financial Measures
© 2026 AAR CORP. All rights reserved worldwide 40
Adjusted EBITDA (FYE 31-May-2026)
a) Represents non-recurring acquisition and integration-related expenses, including, with respect to MRO Holdings, certain severance and other exit costs associated with the departure of a senior executive. b) Represents adjustments to reflect (i) as described above, the estimated EBITDA that (x) Hangar 7 at MRO Holdings’ Aeroman facility, which commenced full operations in March 2026, would have generated in each month
for which an adjustment is made had it been operating at 50% of its full capacity and (y) MRO Holdings’ Rionegro facility, over which MRO Holdings obtained full control in February 2026, would have generated in each month for which an adjustment is made, had it been operating at its full capacity in line with MRO Holdings’ management’s forecast for the year ending December 31, 2026, in each case, as reduced by any actual
EBITDA the relevant facility generated in that month, including, in the case of the Rionegro facility, actual EBITDA generated in months before MRO Holdings obtained control of the facility and (ii) for the period from April 1, 2025 to MRO Holdings’ acquisition of control of AMDL on December 30, 2025, savings as a result of the elimination of rent previously paid by MRO Holdings for a facility owned by AMDL, as if such acquisition
occurred on the first date of the period presented. These adjustments are presented for illustrative purposes only, are based on MRO Holdings’ management’s estimates and assumptions, do not reflect actual results and may not be indicative of future results. c) Represents MRO Holdings’ expansion expenses, which primarily consist of employee training costs incurred so that new employees can obtain the certifications
required to work on aircraft. d) Represents MRO Holdings’ non-recurring and non-operating expenses for the twelve months ended March 31, 2026, which primarily consist of acquisition-related and integration costs, special and non-recurring bonuses, foreign exchange translation gains and losses, non-recurring legal fees and out-of-period adjustments to allocate expenses to the periods in which they were originally incurred. e)
Represents adjustments to conform MRO Holdings’ lease accounting under IFRS to GAAP by replacing the IFRS-based depreciation and interest recognition for certain of MRO Holdings’ leases with straight-line operating lease expenses under GAAP. The adjustments are preliminary and may change as we complete our assessment of the adjustments needed to conform MRO Holdings’ financial information to GAAP and to AAR’s
accounting policies. f) Represents other acquisition-related adjustments, consisting of estimated run-rate cost synergies that we expect to achieve following the closing of the MRO Holdings Acquisition, as if they had been fully realized on June 1, 2025. These run-rate cost synergies are based on our management’s current estimates and assumptions, have not been realized as of the date presented and may not be realized in the
amounts or within the time periods anticipated, or at all. As Adjusted Pro Forma Adjusted EBITDA is presented for illustrative purposes only and is not a projection of future results.
Pro Forma
($ in millions) AAR Year ended May 31, 2026
MRO Holdings Twelve months
ended March 31, 2026
Pro Forma Transaction
Adjustments Year ended May 31, 2026
(GAAP) (IFRS)
Net income $187.7 $73.4 ($156.3) $104.8
Income tax expense 58.2 3.6 (10.9) 50.9
Other expense, net 2.1 – – 2.1
Net financial expenses 70.5 118.2 44.8 233.5
Depreciation and amortization 72.1 34.4 56.6 163.1
Acquisition and integration expenses(a)
28.2 4.3 65.8 98.3
Bargain purchase gain (29.5) – – (29.5)
Gains related to sale and exit of business/joint venture, net (1.4) – – (1.4)
Gain on sale of headquarters building (9.8) – – (9.8)
Impairment charge related to product line exit 4.9 – – 4.9
Severance charges 1.0 – – 1.0
Government COVID-19 related subsidy, net (0.7) – – (0.7)
Stock-based compensation 17.8 – – 17.8
Run-rate Impact of New Facilities(b)
– 41.2 – 41.2
Expansion expenses(c)
– 13.3 – 13.3
Other non-recurring expenses(d)
– 13.8 – 13.8
MRO Holdings Adjusted EBITDA (non-IFRS) – $302.3 – –
IFRS to GAAP conversion adjustments:
Lease accounting adjustment(e)
– (18.8) – –
Adjusted EBITDA (non-GAAP) $401.1 $283.5 $– $684.6
Adjusted EBITDA Margin (non-GAAP) 12.1% 27.2% – 15.7%
Further acquisition-related adjustments:
Other acquisition-related adjustments(f)
– – 64.0 64.0
As Adjusted Pro Forma Adjusted EBITDA – – – 748.6
As Adjusted Pro Forma Adjusted EBITDA Margin – – – 17.2%
Historical
Pro Forma Non-GAAP Financial Measures
© 2026 AAR CORP. All rights reserved worldwide 41
Adjusted EBITDA (TTM 31-Aug-2026)
a) Represents non-recurring acquisition and integration-related expenses, including, with respect to MRO Holdings, certain severance and other exit costs associated with the departure of a senior executive. b) Represents adjustments to reflect (i) as described above, the estimated EBITDA that (x) Hangar 7 at MRO Holdings’ Aeroman facility, which commenced full operations in March 2026, would have generated in each month
for which an adjustment is made had it been operating at 50% of its full capacity and (y) MRO Holdings’ Rionegro facility, over which MRO Holdings obtained full control in February 2026, would have generated in each month for which an adjustment is made, had it been operating at its full capacity in line with MRO Holdings’ management’s forecast for the year ending December 31, 2026, in each case, as reduced by any actual
EBITDA the relevant facility generated in that month, including, in the case of the Rionegro facility, actual EBITDA generated in months before MRO Holdings obtained control of the facility and (ii) for the period from October 1, 2025 to MRO Holdings’ acquisition of control of AMDL on December 30, 2025, savings as a result of the elimination of rent previously paid by MRO Holdings for a facility owned by AMDL, as if such
acquisition occurred on the first date of the period presented. These adjustments are presented for illustrative purposes only, are based on MRO Holdings’ management’s estimates and assumptions, do not reflect actual results and may not be indicative of future results. c) Represents MRO Holdings’ expansion expenses, which primarily consist of employee training costs incurred so that new employees can obtain the
certifications required to work on aircraft. d) Represents MRO Holdings’ non-recurring and non-operating expenses for the twelve months ended September 30, 2026, which primarily consist of acquisition-related and integration costs, special and non-recurring bonuses, foreign exchange translation gains and losses, non-recurring legal fees and out-of-period adjustments to allocate expenses to the periods in which they were
originally incurred. e) Represents adjustments to conform MRO Holdings’ lease accounting under IFRS to GAAP by replacing the IFRS-based depreciation and interest recognition for certain of MRO Holdings’ leases with straight-line operating lease expenses under GAAP. The adjustments are preliminary and may change as we complete our assessment of the adjustments needed to conform MRO Holdings’ financial information
to GAAP and to AAR’s accounting policies. f) Represents other acquisition-related adjustments, consisting of estimated run-rate cost synergies that we expect to achieve following the closing of the MRO Holdings Acquisition, as if they had been fully realized on September 1, 2025. These run-rate cost synergies are based on our management’s current estimates and assumptions, have not been realized as of the date presented
and may not be realized in the amounts or within the time periods anticipated, or at all. As Adjusted Pro Forma Adjusted EBITDA is presented for illustrative purposes only and is not a projection of future results.
Pro Forma
($ in millions)
AAR Twelve months ended
August 31, 2026
MRO Holdings Twelve months
ended September 30, 2026
Pro Forma Transaction
Adjustments
Twelve months ended August
31, 2026
(GAAP) (IFRS) (unaudited)
Net income $193.4 $66.7 ($109.0) $151.1
Income tax expense 60.9 0.6 (31.1) 30.4
Other expense, net 2.5 – – 2.5
Interest expense, net 68.2 138.5 27.0 233.7
Depreciation and amortization 77.1 34.6 56.6 168.3
Acquisition and integration expenses(a) 43.6 2.7 56.5 102.8
Bargain purchase gain (29.5) – – (29.5)
Gains related to sale and exit of business/joint venture, net (0.7) – – (0.7)
Gain on sale of headquarters building (9.8) – – (9.8)
Impairment charge related to product line exit 4.9 – – 4.9
Stock-based compensation 20.3 – – 20.3
Run-rate Impact of New Facilities(b)
– 19.5 – 19.5
Expansion expenses(c)
– 14.1 – 14.1
Other non-recurring expenses(d)
– 11.2 – 11.2
MRO Holdings Adjusted EBITDA (non-IFRS) – $287.8 – –
IFRS to GAAP conversion adjustments:
Lease accounting adjustment(e)
– (13.7) – (13.7)
Adjusted EBITDA (non-GAAP) $430.9 $274.2 $– $705.1
Adjusted EBITDA Margin (non-GAAP) 12.4% 26.7% – 15.6%
Further acquisition-related adjustments:
Other acquisition-related adjustments(f)
– – 64.0 64.0
As Adjusted Pro Forma Adjusted EBITDA – – – $769.1
As Adjusted Pro Forma Adjusted EBITDA Margin – – – 17.0%
Historical
Pro Forma Non-GAAP Financial Measures
© 2026 AAR CORP. All rights reserved worldwide 42
Adjusted EBITDA (L3M Aug-31-2026)
a) Represents non-recurring acquisition and integration-related expenses, including, with respect to MRO Holdings, certain severance and other exit costs associated with the departure of a senior executive. b) Represents adjustments to reflect the run-rate impact of MRO Holdings’ new facilities, being Hangar 7 at MRO Holdings’ Aeroman facility, which commenced full operations in March 2026, and MRO Holdings’ Rionegro
facility, over which MRO Holdings obtained full control in February 2026. c) Represents MRO Holdings’ expansion expenses, which primarily consist of employee training costs incurred so that new employees can obtain the certifications required to work on aircraft. d) Represents MRO Holdings’ other non-recurring and non-operating expenses for the three months ended June 30, 2026, which primarily consist of special and non-recurring bonuses, foreign exchange translation gains and losses, non-recurring legal fees, out-of-period adjustments to allocate expenses to the periods in which they were originally incurred and non-recurring board of director costs. e) Represents adjustments to conform MRO Holdings’ lease accounting under IFRS to GAAP by replacing the IFRS-based depreciation and interest recognition for certain of MRO Holdings’ leases
with straight-line operating lease expenses under GAAP. The adjustments are preliminary and may change as we complete our assessment of the adjustments needed to conform MRO Holdings’ financial information to GAAP and to AAR’s accounting policies. f) Represents other acquisition-related adjustments, consisting of estimated run-rate cost synergies that we expect to achieve following the closing of the MRO Holdings
Acquisition, as if they had been fully realized on June 1, 2025. These run-rate cost synergies are based on our management’s current estimates and assumptions, have not been realized as of the date presented and may not be realized in the amounts or within the time periods anticipated, or at all. As Adjusted Pro Forma Adjusted EBITDA is presented for illustrative purposes only and is not a projection of future results.
Pro Forma
($ in millions)
AAR Three months ended
August 31, 2026
MRO Holdings Three months
ended June 30, 2026
Pro Forma Transaction
Adjustments
Three months ended August
31, 2026
(GAAP) (IFRS)
Net income $40.1 $20.2 ($61.8) ($1.5)
Income tax expense 15.3 0.7 (20.7) (4.7)
Other expense, net 0.5 – – 0.5
Interest expense, net / net financial expenses 16.2 30.9 24.7 71.8
Depreciation and amortization 18.8 8.5 14.1 41.4
Acquisition and integration expenses(a)
17.8 0.5 43.7 62.0
Bargain purchase gain – – – -
Gains related to sale and exit of business/joint venture, net – – – -
Gain on sale of headquarters building – – – -
Impairment charge related to product line exit – – – -
Severance charges – – – -
Government COVID-19 related subsidy, net – – – -
Stock-based compensation 7.8 – – 7.8
Run-rate Impact of New Facilities(b)
– 0.8 – 0.8
Expansion expenses(c)
– 3.5 – 3.5
Other non-recurring expenses(d)
– 2.1 – 2.1
MRO Holdings Adjusted EBITDA (non-IFRS) – $67.1 – –
IFRS to GAAP conversion adjustments:
Lease accounting adjustment(e)
– (3.3) – –
Adjusted EBITDA (non-GAAP) $116.5 $63.8 – $180.3
Adjusted EBITDA Margin (non-GAAP) 12.7% 25.7% – 15.5%
Further acquisition-related adjustments:
Other acquisition-related adjustments(f)
– – 16.0 16.0
As Adjusted Pro Forma Adjusted EBITDA – – – $196.3
As Adjusted Pro Forma Adjusted EBITDA Margin – – – 16.8%
Historical
MRO Holdings Non-GAAP Financial Measures
© 2026 AAR CORP. All rights reserved worldwide 43
Adjusted Operating Revenues
a) Represents adjustments to (i) eliminate the impact of out-of-period operating revenues generated in connection with MRO Holdings’ Aeroman facility’s maintenance commissions for services performed during the year ended December 31, 2025 that were recorded in MRO Holdings’ financial statements for the three months ended June 30, 2026 and allocating them on a straight-line basis across each of the quarterly periods in
the year ended December 31, 2025; and (ii) reclassify revenues from sales of materials to third parties, which are presented on a net of cost basis in MRO Holdings’ financial statements, so that they are presented on a gross basis. b) Represents adjustments to reflect, as described below, the estimated operating revenues that (i) Hangar 7 at MRO Holdings’ Aeroman facility, which commenced full operations in March 2026, would
have generated in each month for which an adjustment is made had it been operating at 50% of its full capacity and (ii) MRO Holdings’ Rionegro facility, over which MRO Holdings obtained full control in February 2026, would have generated in each month for which an adjustment is made, had it been operating at its full capacity in line with MRO Holdings’ management’s forecast for the year ending December 31, 2026. These
estimated revenues are reduced by any actual operating revenues the relevant facility generated in that month, including, in the case of the Rionegro facility, actual operating revenues generated in months before MRO Holdings obtained control of the facility. The adjustments for Hangar 7 add back, for each month before Hangar 7 commenced full operations in March 2026, an amount equal to the Hangar 7 Estimated Monthly
Revenue, less the actual operating revenues generated by Hangar 7 in that month. Hangar 7 generated actual operating revenues in February 2026 and March 2026. No adjustments for Hangar 7 are reflected for periods before January 2025 or after March 2026. The Hangar 7 Estimated Monthly Revenue is calculated by multiplying the number of labor hours that MRO Holdings expects Hangar 7 to complete per year at full capacity
by MRO Holdings’ budgeted average revenue per labor hour, divided by twelve months and applying a 50% factor to reflect the expected ramp-up of the facility. The adjustments for the Rionegro facility add back, for each month in the periods presented, an amount equal to the Rionegro Estimated Monthly Revenue, less the actual operating revenues generated by the Rionegro facility in that month. For months before MRO
Holdings obtained control of the facility in February 2026, the adjustment gives effect to the facility’s estimated operating revenues as if MRO Holdings had controlled and operated it during those months. For months after MRO Holdings obtained control, the adjustment normalizes the facility’s actual monthly operating revenues to the amounts in MRO Holdings’ forecast for the year ending December 31, 2026. The Rionegro
Estimated Monthly Revenue is based on MRO Holdings' forecast of the facility’s operating revenues for the year ending December 31, 2026, divided by twelve months. The adjustments for the Hangar 7 Estimated Monthly Revenue and Rionegro Estimated Monthly Revenue are presented for illustrative purposes only, are based on MRO Holdings’ management’s estimates and assumptions, do not reflect actual results and may not
be indicative of future results.
($ in millions)
Year ended
December 31, 2024
Year ended
December 31, 2025
Six months ended
June 30, 2025
Six months ended
June 30, 2026
Twelve months
ended June 30, 2026
Three months ended
September 30, 2026
Operating Revenues $829.2 $920.4 $465.8 $489.1 $943.7 $261.6
Aeroman Maintenance Commissions and Third-Party Material Sales(a)
– 0.8 0.4 (0.8) (0.4) -
Run-rate Impact of New Facilities(b)
– 121.6 61.6 20.6 80.6 -
Adjusted Operating Revenues $829.2 $1,042.8 $527.8 $508.9 $1,023.9 $261.6
Historical
MRO Holdings Non-GAAP Financial Measures
© 2026 AAR CORP. All rights reserved worldwide 44
Adjusted EBITDA
a) Represents adjustments to reflect (i) as described below, the estimated EBITDA that (x) Hangar 7 at MRO Holdings’ Aeroman facility, which commenced full operations in March 2026, would have generated in each month for which an adjustment is made had it been operating at 50% of its full capacity and (y) MRO Holdings’ Rionegro facility, over which MRO Holdings obtained full control in February 2026, would have generated
in each month for which an adjustment is made, had it been operating at its full capacity in line with MRO Holdings’ management’s forecast for the year ending December 31, 2026, in each case, as reduced by any actual EBITDA the relevant facility generated in that month, including, in the case of the Rionegro facility, actual EBITDA generated in months before MRO Holdings obtained control of the facility and (ii) for periods prior
to MRO Holdings’ acquisition of control of AMDL on December 30, 2025, savings as a result of the elimination of rent previously paid by MRO Holdings for a facility owned by AMDL, as if such acquisition occurred on the first date of each of the periods presented. The adjustments for Hangar 7 add back, for each month before Hangar 7 commenced full operations in March 2026, an amount equal to the Hangar 7 Estimated Monthly
EBITDA, less the actual EBITDA generated by Hangar 7 in that month. Hangar 7 generated actual EBITDA in February 2026 and March 2026. No adjustments for Hangar 7 are reflected for periods before January 2025 or after March 2026. The Hangar 7 Estimated Monthly EBITDA is calculated by multiplying the number of labor hours that MRO Holdings expects Hangar 7 to complete per year at full capacity by MRO Holdings' budgeted
average EBITDA per labor hour, divided by twelve months and applying a 50% factor to reflect the expected ramp-up of the facility. The adjustments for the Rionegro facility add back, for each month in the periods presented, an amount equal to the Rionegro Estimated Monthly EBITDA, less the actual EBITDA generated by the Rionegro facility in that month. For months before MRO Holdings obtained control of the facility in
February 2026, the adjustment gives effect to the facility's estimated EBITDA as if MRO Holdings had controlled and operated it during those months. For months after MRO Holdings obtained control, the adjustment normalizes the facility's actual monthly EBITDA to the amounts in MRO Holdings' forecast for the year ending December 31, 2026. The Rionegro Estimated Monthly EBITDA is based on MRO Holdings' forecast of the
facility's EBITDA for the year ending December 31, 2026, divided by twelve months. The adjustments for the Hangar 7 Estimated Monthly EBITDA, Rionegro Estimated Monthly EBITDA and savings from the acquisition of AMDL are presented for illustrative purposesonly, are based on MRO Holdings’ management’s estimates and assumptions, do not reflect actual results and may not be indicative of future results. b) Primarily
consists of employee training costs which are incurred in order for new employees to achieve certifications to work on aircraft. c) Primarily consists of special and non-recurring bonuses, foreign exchange translation gains and losses, non-recurring legalfees, out-of-period adjustments to allocate expenses to the periods in which they were originally incurred and non-recurring, non-operational board of director costs.
($ in millions)
Year ended December
31, 2024
Year ended December
31, 2025
Six months ended June
30, 2025
Six months ended June
30, 2026
Twelve months ended
June 30, 2026
Three months ended
September 30, 2026
Net Income $59.1 $90.2 $63.8 $38.1 $64.6 $24.5
Income tax expense (1.1) 3.3 2.8 1.3 1.8 0.9
Interest expense, net 113.4 109.5 42.8 60.5 127.2 31.4
Depreciation and amortization 35.1 35.6 17.7 16.0 33.9 9.6
Run-rate and Savings Impact of New Facilities(a) 12.4 45.3 22.8 8.1 30.6 0.2
Expansion expenses(b) 9.6 11.6 5.0 7.6 14.2 3.2
Other non-recurring expenses(c) 4.1 12.4 3.5 10.3 19.2 2.5
Adjusted EBITDA $232.5 $308.0 $158.4 $141.8 $291.4 $72.4
Net income margin 7.1% 9.8% 13.7% 7.8% 6.8% 9.4%
Adjusted EBITDA margin 28.0% 29.5% 30.0% 27.9% 28.5% 27.7%
Historical
MRO Holdings Non-GAAP Financial Measures
© 2026 AAR CORP. All rights reserved worldwide 45
Adjusted Operating Cash Flow
a) Represents adjustments to reflect (i) as described below, the estimated net cash provided by operating activities that (x) Hangar 7 at MRO Holdings’ Aeroman facility, which commenced full operations in March 2026, would have generated in each month for which an adjustment is made had it been operating at 50% of its full capacity and (y) MRO Holdings’ Rionegro facility, over which MRO Holdings obtained full control in
February 2026, would have generated in each month for which an adjustment is made, had it been operating at its full capacity in line with MRO Holdings’ management’s forecast for the year ending December 31, 2026, in each case, as reduced by any actual net cash provided by operating activities the relevant facility generated in that month, including, in the case of the Rionegro facility, actual net cash provided by operating
activities generated in months before MRO Holdings obtained control of the facility and (ii) for periods prior to MRO Holdings’ acquisition of control of AMDL on December 30, 2025, savings as a result of the elimination of rent previously paid by MRO Holdings for a facility owned by AMDL, as if such acquisition occurred on the first date of each of the periods presented. The adjustments for Hangar 7 add back, for each month
before Hangar 7 commenced full operations in March 2026, an amount equal to the Hangar 7 Estimated Monthly Operating Cash, less the actual net cash provided by operating activities generated by Hangar 7 in that month. Hangar 7 generated actual net cash provided by operating activities in February 2026 and March 2026. No adjustments for Hangar 7 are reflected for periods before January 2025 or after March 2026. The
Hangar 7 Estimated Monthly Operating Cash is calculated by multiplying the number of labor hours that MRO Holdings expects Hangar 7 to complete per year at full capacity by MRO Holdings’ budgeted average net cash provided by operating activities per labor hour, divided by twelve months and applying a 50% factor to reflect the expected ramp-up of the facility. The adjustments for the Rionegro facility add back, for each
month in the periods presented, an amount equal to the Rionegro Estimated Monthly Operating Cash, less the actual net cash provided by operating activities generated by the Rionegro facility in that month. For months before MRO Holdings obtained control of the facility in February 2026, the adjustment gives effect to the facility's estimated net cash provided by operating activities as if MRO Holdings had controlled and
operated it during those months. For months after MRO Holdings obtained control, the adjustment normalizes the facility's actual monthly net cash provided by operating activities to the amounts in MRO Holdings' forecast for the year ending December 31, 2026. The Rionegro Estimated Monthly Operating Cash is based on MRO Holdings' forecast of the facility's net cash provided by operating activities for the year ending
December 31, 2026, divided by twelve months. The adjustments for the Hangar 7 Estimated Monthly Operating Cash, Rionegro Estimated Monthly Operating Cash and savings from the acquisition of AMDL are presented for illustrative purposes only, are based on MRO Holdings’ management’s estimates and assumptions, do not reflect actual results and may not be indicative of future results. b) Primarily consists of employee
training costs which are incurred in order for new employees to achieve certifications to work on aircraft. c) Primarily consists of (i) non-recurring acquisition and integration-related expenses, including certain severance and other exit costs associated with the departure of a senior executive, (ii) special and non-recurring bonuses, (iii) foreign exchange translation gains and losses, (iv) non-recurring legal fees, (v) out-of-period
adjustments to allocate expenses to the periods in which they were originally incurred and (vi) non-recurring board of director costs.
($ in millions)
Year ended
December 31,
2024
Year ended
December 31,
2025
Six months
ended June 30,
2025
Six months
ended June 30,
2026
Twelve months
ended June 30,
2026
Three months
ended September
30, 2026
Net cash provided by operating activities $100.1 $157.9 $72.8 $31.5 $116.5 $16.8
Run-rate and Savings Impact of New Facilities(a) 8.9 32.6 16.4 5.8 22.0 0.2
Expansion expenses(b) 6.9 8.3 3.6 5.4 10.2 2.3
Other non-recurring expenses(c) 2.9 8.9 2.5 7.4 13.8 1.8
Adjusted Operating Cash Flow $118.8 $207.8 $95.4 $50.2 $162.6 $21.1
Adjusted Operating Cash Flow as a Percentage of Adjusted EBITDA 51.1% 67.5% 60.2% 35.4% 55.8% 29.1%
Historical
AAR Non-GAAP Financial Measures
© 2026 AAR CORP. All rights reserved worldwide 46
Adjusted Sales, Adjusted EBITDA, Adjusted EBITDA Margin
($ in millions) FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 LTM Q1 2027
Sales $1,820.0 $1,990.5 $2,318.9 $2,780.5 $3,308.0 $3,486.4
Contract termination/restructuring & loss provision, net and bankruptcy charge (2.9) 0.1 2.3 (32.2) - -
Adjusted sales $1,817.1 $1,990.6 $2,321.2 $2,748.3 $3,308.0 $3,486.4
Net income (loss) $78.7 $90.2 $46.3 $12.5 $187.7 $193.4
Loss from discontinued operations (0.2) (0.4) - - - -
Income tax expense (benefit) 26.6 31.4 12.0 26.4 58.2 60.9
Other (income) expense, net (2.2) 0.8 0.4 0.3 2.1 2.5
Interest expense, net 2.3 11.2 41.0 73.6 70.5 68.2
Loss on extinguishment of debt - - - - - -
Depreciation and amortization 33.1 27.9 41.2 55.2 72.1 77.1
Acquisition and integration expenses - 6.2 29.7 10.8 28.2 43.6
Bargain purchase gain - - - - (29.5) (29.5)
Gain on sale of headquarters building - - - - (9.8) (9.8)
Impairment charge related to product line exit - - - - 4.9 4.9
FCPA settlement, investigation, and remediation costs 3.7 4.7 10.5 65.3 - -
Loss (Gain) related to sale and exit of business/joint venture, net 1.7 0.7 2.8 70.3 (1.4) (0.7)
Russian bankruptcy court judgment (reversal) - 1.8 11.2 (11.1) - -
Contract termination/restructuring & loss provision, net 0.9 2.0 4.8 0.2 - -
Government COVID-related subsidies, net (4.9) (1.6) - 0.8 (0.7) -
Pension settlement charge - - 26.7 - - -
Severance costs 2.0 0.1 0.5 - 1.0 -
Asset impairment and exit charges 3.5 - - - - -
Facility consolidation and repositioning costs 0.2 - - - - -
Customer bankruptcy and credit charges 1.0 1.5 - - - -
Strategic financing evaluation costs - - - - - -
Costs related to strategic projects (reversals) 1.8 (0.2) - - - -
Stock-based compensation 8.2 13.5 15.3 19.9 17.8 20.3
Adjusted EBITDA $156.4 $189.8 $242.4 $324.2 $401.1 $430.9
Adjusted EBITDA Margin 8.6% 9.5% 10.4% 11.8% 12.1% 12.4%
AAR Non-GAAP Financial Measures
© 2026 AAR CORP. All rights reserved worldwide 47
Adjusted Operating Income
($ in millions) FY 2022 FY 2023 FY 2024 FY 2025 FY 2026
Sales $1,820.0 $1,990.5 $2,318.9 $2,780.5 $3,308.0
Contract termination/restructuring & loss provision, net and bankruptcy charge (2.9) 0.1 2.3 (32.2) -
Adjusted sales $1,817.1 $1,990.6 $2,321.2 $2,748.3 $3,308.0
Operating Income (loss) $106.9 $133.9 $129.2 $185.2 $277.8
Acquisition, integration, and amortization expenses - 7.0 36.7 26.8 54.0
Impairment charge related to product line exit - - - - 4.9
Customer bankruptcy & Credit Charges 1.0 1.5 - - -
Government COVID-related subsidy liability (reversal) (4.9) (1.6) - 0.8 (0.7)
Severance & Furlough Costs 2.0 0.1 0.5 - 1.0
FCPA settlement and investigation costs 3.7 4.7 10.5 65.3 -
Contract termination cost (benefit) 0.9 2.0 4.8 0.2 -
Asset Impairment and Exit Charges 3.5
Facility Consolidation and Repositioning Costs 0.2
Gain related to the sale of joint venture - - - (2.1) -
Costs related to Strategic Projects 1.8 (0.2) - - -
Russian bankruptcy court judgment (reversal) - 1.8 11.2 (11.1) -
Adjusted Operating Income $115.1 $149.2 $192.9 $265.1 $337.0
Adjusted Operating Margin 6.3% 7.5% 8.3% 9.6% 10.2%
AAR Non-GAAP Financial Measures
© 2026 AAR CORP. All rights reserved worldwide 48
Adjusted Operating Cash Flow
($ in millions) FY2025 FY 2026
Cash provided by operating activities $36.1 $98.7
Amounts outstanding on accounts receivable financing program:
Beginning of period 13.7 21.3
End of period (21.3) (25.7)
Adjusted Operating Cash Flow $28.5 $94.3