AAR 2025年度报告

FORM 10-K (Mark One)Annual Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934 ☒For the fiscal year ended May 31, 2026or☐Transition Report Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934For the transition period fromto Commission file number 1-6263 AAR CORP. (Exact name of registrant as specified in its charter) One AAR Place, 1100 N. Wood Dale Road, Wood Dale, Illinois 60191(Address of principal executive offices, including zip code)Registrant’s telephone number, including area code:(630)227-2000Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T duringthe preceding 12months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growthcompany. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 of the ExchangeAct. Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐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 financialaccounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financialreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ The aggregate market value of the registrant’s voting stock held by nonaffiliates was approximately $3,224million (based upon the closing price of the Common Stock atNovember28, 2025 as reported on the New York Stock Exchange). On June30, 2026, there were 39,892,472 shares of Common Stock outstanding. Documents Incorporated by Reference Portions of the Company’s proxy statement for the Company’s 2026 Annual Meeting of Stockholders, to be held September 23, 2026, are incorporated by reference in Part IIIof this Annual Report on Form 10-K. TABLE OF CONTENTS PART IItem 1. Business2Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments26Item 1C.Cybersecurity26Item 2.Properties28Item 3.Legal Proceedings28Item 4.Mine Safety Disclosures28PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchasesof Equity Securities29Item 6.(Reserved)30Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations30Item 7A.Quantitative and Qualitative Disclosures about Market Risk42Item 8.Financial Statements and Supplementary Data43Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure91Item 9A.Controls and Procedures91Item 9B.Other Information94Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections94PART IIIItem 10.Directors, Executive Officers and Corporate Governance94Item 11.Executive Compensation94Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters94Item 13.Certain Relationships and Related Transactions, and Director Independence95Item 14.Principal Accountant Fees and Services95PART IVItem 15.Exhibits and Financial Statement Schedules95EXHIBIT INDEXItem 16.Form 10-K Summary100SIGNATURES PART I ITEM 1.BUSINESS General AAR