{"filing":{"accession_number":"0001104659-26-111482","cik":"0000001750","ticker":"AIR","company_name":"AAR CORP","form":"8-K","filing_date":"2026-09-28","report_date":"2026-09-28","primary_document":"tm2626100d3_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1750/000110465926111482/tm2626100d3_8k.htm"},"events":[{"id":35546,"run_id":32743,"accession_number":"0001104659-26-111482","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.97,"summary":"AAR CORP entered into a definitive Share Purchase Agreement on September 28, 2026, to acquire a 65% controlling interest in MRO Holdings for an implied enterprise value of $4.0 billion, consisting of approximately $1.82 billion in cash and $780.8 million in Series A Convertible Preferred Stock, with an option to acquire an additional 5% at any time. The transaction is expected to close in fiscal Q3 2027 and will significantly expand AAR's aviation aftermarket platform, adding over $1 billion in annual revenue and enhancing EBITDA margins from 12% to 16% before synergies.","company_name":"AAR CORP","ticker":"AIR","filing_date":"2026-09-28","form":"8-K","submitted_at":null,"items":[{"id":39626,"accession_number":"0001104659-26-111482","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"AAR CORP entered into a definitive Share Purchase Agreement on September 28, 2026, to acquire a 65% controlling interest in MRO Holdings for an implied enterprise value of $4.0 billion, with an option to acquire an additional 5% at any time. The transaction consists of approximately $1.82 billion in cash consideration and $780.8 million in Series A Convertible Preferred Stock. This is a material acquisition that will significantly expand AAR's aviation aftermarket platform, adding over $1 billion in annual revenue and enhancing EBITDA margins from 12% to 16% before synergies. The filing explicitly discloses this under Item 1.01 (Entry into a Material Definitive Agreement) and the press release confirms the Board unanimously approved the transaction, which is expected to close in fiscal Q3 2027.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T10:05:59.345787+00:00","company_name":"","ticker":null,"filing_date":""},{"id":39627,"accession_number":"0001104659-26-111482","item_number":"3.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 incorporates Item 1.01 by reference, which discloses AAR's entry into a definitive agreement to acquire a 65% controlling interest in MRO Holdings for an implied enterprise value of $4.0 billion. This is a material acquisition that significantly expands AAR's scale, adds over $1 billion in revenue, and is expected to be accretive to adjusted EPS. The transaction structure involves equity issuance ($780 million at $135/share to MRO Holdings shareholders) and new debt financing ($2.1 billion), making this a transformational M\u0026A activity for the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T10:05:59.345787+00:00","company_name":"","ticker":null,"filing_date":""},{"id":39628,"accession_number":"0001104659-26-111482","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"AAR Corp announced execution of a definitive Share Purchase Agreement to acquire a 65% controlling interest in MRO Holdings at an implied enterprise value of $4.0 billion, with options to acquire the remaining 35% over time. The transaction is expected to close in Q3 FY2027 and will be fully consolidated into AAR's financial results. This is a material acquisition that significantly expands AAR's scale, revenue (adding $1B+), and EBITDA margins (from ~12% to ~16% before synergies), making it a transformational M\u0026A event requiring disclosure under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T10:05:59.345787+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":39626,"accession_number":"0001104659-26-111482","item_number":"1.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.99,"reasoning":"AAR CORP entered into a definitive Share Purchase Agreement on September 28, 2026, to acquire a 65% controlling interest in MRO Holdings for an implied enterprise value of $4.0 billion, with an option to acquire an additional 5% at any time. The transaction consists of approximately $1.82 billion in cash consideration and $780.8 million in Series A Convertible Preferred Stock. This is a material acquisition that will significantly expand AAR's aviation aftermarket platform, adding over $1 billion in annual revenue and enhancing EBITDA margins from 12% to 16% before synergies. The filing explicitly discloses this under Item 1.01 (Entry into a Material Definitive Agreement) and the press release confirms the Board unanimously approved the transaction, which is expected to close in fiscal Q3 2027.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T10:05:59.345787+00:00","company_name":"AAR CORP","ticker":"AIR","filing_date":"2026-09-28"},{"id":39627,"accession_number":"0001104659-26-111482","item_number":"3.02","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 incorporates Item 1.01 by reference, which discloses AAR's entry into a definitive agreement to acquire a 65% controlling interest in MRO Holdings for an implied enterprise value of $4.0 billion. This is a material acquisition that significantly expands AAR's scale, adds over $1 billion in revenue, and is expected to be accretive to adjusted EPS. The transaction structure involves equity issuance ($780 million at $135/share to MRO Holdings shareholders) and new debt financing ($2.1 billion), making this a transformational M\u0026A activity for the registrant.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T10:05:59.345787+00:00","company_name":"AAR CORP","ticker":"AIR","filing_date":"2026-09-28"},{"id":39628,"accession_number":"0001104659-26-111482","item_number":"7.01","item_title":null,"event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.98,"reasoning":"AAR Corp announced execution of a definitive Share Purchase Agreement to acquire a 65% controlling interest in MRO Holdings at an implied enterprise value of $4.0 billion, with options to acquire the remaining 35% over time. The transaction is expected to close in Q3 FY2027 and will be fully consolidated into AAR's financial results. This is a material acquisition that significantly expands AAR's scale, revenue (adding $1B+), and EBITDA margins (from ~12% to ~16% before synergies), making it a transformational M\u0026A event requiring disclosure under Item 1.01.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-09-29T10:05:59.345787+00:00","company_name":"AAR CORP","ticker":"AIR","filing_date":"2026-09-28"}]}