AIR Aar Corp - 8-K

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.

On February 9, 2026,
Dylan Wolin was appointed Senior Vice President and Chief Financial Officer of AAR CORP. (the “Company” or “AAR”)
effective as of February 23, 2026 (the “Effective Date”). He will have responsibility over the financial, accounting, tax,
treasury, investor relations, and corporate development functions at AAR.

Sarah L. Flanagan, the
Company’s current Interim Chief Financial Officer and Vice President, Financial Operations, will step down from her position as
Interim Chief Financial Officer and continue to serve as Vice President, Financial Operations of the Company as of the Effective Date.

Mr. Wolin, age 49, served
as President – Elgin, Trackless, and Vactor at Federal Signal Corporation, a global designer, manufacturer, and supplier of products
and solutions that serve municipal, governmental, industrial, and commercial customers, from August 2024 to February 2026. Prior thereto,
Mr. Wolin served as Vice President, Strategic and Corporate Development, and Treasurer of the Company from 2020 to August 2024 and as
Vice President, Strategy and Acquisitions from 2017 to 2020. Prior to that, he served in various leadership roles in corporate development
at The Boeing Company, an aerospace company, from 2008 to 2017. Mr. Wolin started his career in investment banking and consulting.

For the Company’s
current fiscal year ending May 31, 2026 (“Fiscal 2026”), Mr. Wolin will receive an annual base salary of $500,000 pro-rated
from the Effective Date until the end of the fiscal year. He also will receive a sign-on bonus of $300,000, payable 30 days after the
Effective Date, provided he remains an active employee in good standing on the date the bonus is paid, and subject to the condition that
if he voluntarily terminates his employment with the Company without good reason or if he is terminated for cause, in either case within
one year of receiving the sign-on bonus, he will be required to pay back the sign-on bonus in full.

Mr. Wolin also will be
included in the Company’s Fiscal 2026 short-term incentive plan, with the performance goals and performance levels set forth in
the Committee’s approval for the other executive officers on July 15, 2025, at the following threshold, target, and maximum cash
bonus opportunities: a threshold bonus in a dollar amount equivalent to 50% of his pro-rated annual base salary, a target bonus in a dollar
amount equivalent to 100% of his pro-rated annual base salary, and a maximum bonus in a dollar amount equivalent to 200% of his pro-rated
annual base salary.

Mr.
Wolin also will receive time-based restricted stock awards with a dollar value of $840,000 as of the date of grant to replace foregone
equity at his prior employer (the “Replacement RSAs”). Subject to continued employment, 25% of the Replacement RSAs will vest
on the first anniversary of the date of the grant, 25% will vest on the second anniversary of the date of the grant, and the remainder
will vest on the third anniversary of the date of the grant. The Replacement RSAs will otherwise be subject to the terms and conditions
of the Fiscal 2026 long-term incentive plan, the AAR CORP. 2013 Stock Plan as amended and restated effective July 13, 2020 (reflecting
amendments since July 13, 2020), and the Company’s Fiscal 2026 time-based restricted stock award agreement (except for the grant
date, price and vesting dates).

Mr. Wolin will be entitled
to participate in the Company’s benefit plans including the Supplemental Key Employee Retirement Plan, as amended and restated effective
July 13, 2020. The Company also will enter into a severance and change in control agreement and an indemnification agreement with Mr. Wolin
substantially in the forms entered into with other executive officers of the Company.

There are no family relationships,
as defined in Item 401(d) of Regulation S-K, between Mr. Wolin and any of the Company’s directors or executive officers, or persons
nominated or chosen to become a director or an executive officer of the Company. There is no arrangement or understanding between
Mr. Wolin and any other person pursuant to which he was selected as the Company’s Senior Vice President and Chief Financial
Officer. Mr. Wolin does not have any direct or indirect material interest in any transaction or proposed transaction required to be disclosed
under Item 404(a) of Regulation S-K.

Item 7.01

Regulation FD Disclosure.

On February 11, 2026, the Company issued a press release announcing
the appointment of Mr. Wolin as Senior Vice President and Chief Financial Officer. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.

The information in this Item 7.01 on Form 8-K, including Exhibit 99.1,
is being furnished and shall not be deemed to be “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, nor shall it be deemed to
be incorporated by reference in any registration statement or other document filed under the Securities Act of 1933, as amended, or the
Exchange Act, except as otherwise stated in such filing.

Item   9.01.

Financial Statements and Exhibits.

(d)                     Exhibits

Exhibit No.

Description

99.1

AAR CORP. Press Release dated February 11, 2026

104

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