AAR CORP美股招股说明书(2025-10-01版)

We are offering 3,000,000 shares of our common stock. Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “AIR.” On September30, 2025,the last reported sale price of our common stock as reported on the NYSE was $89.67 per share. Investing in our common stock involves risks. You should carefully consider the risk factors referred to in the section titled“Risk Factors” beginning on pageS-6of this prospectus supplement, in the accompanying prospectus and in the documentsincorporated or deemed incorporated by reference in this prospectus supplement and the accompanying prospectus before investingin our common stock. (2)Assumes no exercise of the underwriters’ option to purchase additional shares of our common stock as described below. We have also granted the underwriters an option to purchase up to an additional 450,000 shares of common stock from us atthe public offering price, less the underwriting discount, within 30days from the date of this prospectus supplement. Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. The underwriters expect to deliver the shares on or about October 2, 2025. KeyBanc Capital MarketsWilliam Blair The date of this prospectus supplement is September 30, 2025. PageProspectus SupplementABOUT THIS PROSPECTUS SUPPLEMENTS-iiTRADEMARKS, TRADE NAMES AND SERVICE MARKSS-iiiMARKET AND INDUSTRY DATAS-iiiWHERE YOU CAN FIND MORE INFORMATIONS-iiiINFORMATION INCORPORATED BY REFERENCES-ivSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSS-vSUMMARYS-1THE OFFERINGS-4RISK FACTORSS-6USE OF PROCEEDSS-9DIVIDEND POLICYS-10CAPITALIZATIONS-11MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERSS-12UNDERWRITING (CONFLICTS OF INTEREST)S-16LEGAL MATTERSS-27EXPERTSS-27ProspectusABOUT THIS PROSPECTUS1WHERE YOU CAN FIND MORE INFORMATION2INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE2RISK FACTORS3FORWARD-LOOKING STATEMENTS3AAR CORP.5USE OF PROCEEDS6DESCRIPTION OF DEBT SECURITIES7DESCRIPTION OF COMMON STOCK16DESCRIPTION OF PREFERRED STOCK18DESCRIPTION OF DEPOSITARY SHARES19DESCRIPTION OF WARRANTS19DESCRIPTION OF PURCHASE CONTRACTS21DESCRIPTION OF UNITS21PLAN OF DISTRIBUTION22CERTAIN LEGAL MATTERS22EXPERTS22 ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms ofthe offering of the securities offered hereby and also adds to and updates the information contained in theaccompanying prospectus and the documents incorporated by reference into this prospectus supplement andthe accompanying prospectus. The second part is the accompanying prospectus, which provides moregeneral information, some of which may not apply to this offering and some of which may have beensupplemented or superseded by information in this prospectus supplement or documents incorporated ordeemed to be incorporated by reference into this prospectus supplement that we filed with the Securities andExchange Commission (the “SEC”) subsequent to the date of this prospectus supplement. To the extent thatthere is any conflict between the information contained in this prospectus supplement, on the one hand, andthe information contained in the accompanying prospectus or any document incorporated by referenceherein or therein, on the other hand, you should rely on the information in this prospectus supplement or anyfree writing prospectus. If any statement in one of these documents is inconsistent with a statement inanother document having a later date — for example, a document incorporated by reference in thisprospectus supplement — the statement in the document having the later date modifies or supersedes theearlier statement. This prospectus supplement and the accompanying prospectus are part of a registration statement onForm S-3 (File No. 333-273312)that we filed with the SEC utilizing a “shelf” registration process. Underthis shelf registration process, we may offer from time to time various securities, including the commonstock that we are offering under this prospectus supplement and the accompanying prospectus. Suchregistration statement also includes exhibits that provide more detail on the matters discussed in thisprospectus supplement and the accompanying prospectus. You should read this prospectus supplement, theaccompanying prospectus, including the information incorporated by reference herein or therein, theexhibits filed with the SEC, and any free writing prospectus that we have authorized for use in connectionwith this offering, in their entirety before making an investment decision. You should rely only on the information contained in this prospectus supplement, the accompanyingprospectus or incorporated herein or therein by reference and in any free writing prospect