Aar Corp

As part of this initial transaction, AAR will also repay approximately $1.3 billion of MRO Holdings’ existing borrowings.

SEC original ↗Aar Corp — Earnings release (8-K exhibit)EX-99Sep 29, 2026

AAR expects to fund the transaction, including related expenses, through approximately $2.1 billion of new debt, approximately $780 million of equity issued at $135 per share to existing MRO Holdings shareholders, and approximately $230 million of proceeds from a private investment in public equity (PIPE) offering, led by The Pritzker Organization and other blue-chip institutional investors.

SEC original ↗Aar Corp — Earnings release (8-K exhibit)EX-99Sep 29, 2026

The approximately $2.1 billion of new debt financing is supported by a fully committed bridge facility, which AAR intends to replace with permanent debt financing prior to closing.

SEC original ↗Aar Corp — Earnings release (8-K exhibit)EX-99Sep 29, 2026

Goldman Sachs Bank USA and Wells Fargo Securities, LLC are serving as underwriters of the committed debt financing supporting the transaction, and Goldman Sachs & Co.

SEC original ↗Aar Corp — Earnings release (8-K exhibit)EX-99Sep 29, 2026

EBITDA) 3.4x 3.0x Inventory Turns 2 1.2% 1.1% Maintenance Capex % sales 3 Adds sca le 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 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.

SEC original ↗Aar Corp — Presentation / slide deck (8-K exhibit)EX-99Sep 29, 2026

All rights reserved worldwide 15 Deleveraging Profile C ommitted financing structure with $2.1B of debt capital and ~$1.0B of equity financing issued to MROH Shareholders and via a PIPE 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 Note: Shares to MROH shareholders valued at $135.00.

SEC original ↗Aar Corp — Presentation / slide deck (8-K exhibit)EX-99Sep 29, 2026

htm EXHIBIT 99.1 Exhibit 99.1 AAR accelerates its aftermarket platform strategy by agreeing to acquire a controlling interest in MRO Holdings · Acquisition significantly enhances AAR’s scale, margins, and cash flow profile · Adds more than $1 billion in revenue supporting blue-chip, U.

SEC original ↗Aar Corp — Earnings release (8-K exhibit)EX-99Sep 29, 2026

“The transaction structure allows us to partner with a proven team that brings decades of experience in a strategically important region.

SEC original ↗Aar Corp — Earnings release (8-K exhibit)EX-99Sep 29, 2026

This structure also provides the financial flexibility to continue to pursue AAR’s broader strategy.

SEC original ↗Aar Corp — Earnings release (8-K exhibit)EX-99Sep 29, 2026

This highly strategic acquisition is truly transformational for AAR and marks a significant step in our long-term growth plan,” concluded Holmes.

SEC original ↗Aar Corp — Earnings release (8-K exhibit)EX-99Sep 29, 2026

Holmes continued, “While the strategic benefits are significant, the acquisition of MRO Holdings also greatly enhances our financial profile.

SEC original ↗Aar Corp — Earnings release (8-K exhibit)EX-99Sep 29, 2026

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 .

SEC original ↗Aar Corp — Presentation / slide deck (8-K exhibit)EX-99Sep 29, 2026

The forward-looking statements included herein are subject to risks and uncertainties.

SEC original ↗Aar Corp — Earnings release (8-K exhibit)EX-99Sep 29, 2026

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.

SEC original ↗Aar Corp — Earnings release (8-K exhibit)EX-99Sep 29, 2026

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.

SEC original ↗Aar Corp — Earnings release (8-K exhibit)EX-99Sep 29, 2026

These events and uncertainties are difficult or impossible to predict accurately and many are beyond the Company’s control.

SEC original ↗Aar Corp — Earnings release (8-K exhibit)EX-99Sep 29, 2026

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.

SEC original ↗Aar Corp — Earnings release (8-K exhibit)EX-99Sep 29, 2026