{"url_path":"/sec/air/10-k/2026/item-15","section_key":"item-15","section_title":"Item 15 ****EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1750/0001104659-26-085459-index.html","accession_number":"0001104659-26-085459","cik":"0000001750","ticker":"AIR","issuer_name":"AAR CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1750/0001104659-26-085459-index.html","primary_entity_key":"0000001750","primary_entity_name":"AAR CORP"},"word_count":2709,"has_tables":true,"body_markdown":"**ITEM 15.****EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**\n\n**(a) (1) Financial Statements**\n\nOur consolidated financial statements are as set forth under Item 8 of this Annual Report on Form 10-K.\n\n**(a) (2) Financial Statement Schedules**\n\nAll schedules are omitted because they are not applicable, not required, or the information is included in the consolidated financial statements.\n\n**(a) (3) Exhibits**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Index**\n\n​\n\n**Exhibits**\n\n​\n\n​\n\n​\n\n​\n\n3.\n\nArticles of Incorporation and By-Laws\n\n3.1\n\n[Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2004)](https://www.sec.gov/Archives/edgar/data/1750/000104746904023905/a2140220zex-3_1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n3.2\n\n[By-Laws, as amended and restated through January 22, 2025 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated January 23, 2025)](https://www.sec.gov/Archives/edgar/data/1750/000110465925005635/tm254054d1_ex3-1.htm)\n\n​\n\n​\n\n​\n\n​\n\n4.\n\nInstruments defining the rights of security holders\n\n4.1\n\n[Restated Certificate of Incorporation (see Exhibit 3.1).](https://www.sec.gov/Archives/edgar/data/1750/000104746904023905/a2140220zex-3_1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n4.2\n\n[By-Laws, as amended and restated through January 22, 2025 (see Exhibit 3.2).](https://www.sec.gov/Archives/edgar/data/1750/000110465925005635/tm254054d1_ex3-1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n4.3\n\n[Description of Capital Stock (incorporated by reference to Exhibit 4.3 to the Registrant’s Annual Report on Form 10-K for the year ended May 31, 2022)](https://www.sec.gov/Archives/edgar/data/1750/000110465922081498/air-20220531xex4d3.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n4.4\n\n[Indenture providing for Issuance of Debt Securities between AAR CORP. as Issuer and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee dated as of December 1, 2010 (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2010)](https://www.sec.gov/Archives/edgar/data/1750/000110465910063683/a10-23684_1ex4d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n95\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Index**\n\n​\n\n**Exhibits**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n4.5\n\n[Indenture providing for Issuance of Subordinated Debt Securities between AAR CORP. as Issuer and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee dated as of December 1, 2010 (incorporated by reference to Exhibit 4.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2010)](https://www.sec.gov/Archives/edgar/data/1750/000110465910063683/a10-23684_1ex4d2.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n4.6\n\n[Base Indenture, dated as of March 1, 2024, by and between the Escrow Issuer and the Trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed March 1, 2024)](https://www.sec.gov/Archives/edgar/data/1750/000110465924029986/tm246820d2_ex4-1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n4.7\n\n[Form of 6.750% Senior Note due 2029 (included in Exhibit 4.1) (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed March 1, 2024)](https://www.sec.gov/Archives/edgar/data/1750/000110465924029986/tm246820d2_ex4-1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n4.8\n\n[First Supplemental Indenture, dated as of March 1, 2024, by and among the Company, the Note Guarantors and the Trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed March 1, 2024)](https://www.sec.gov/Archives/edgar/data/1750/000110465924029986/tm246820d2_ex4-3.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n4.9\n\n[Second Supplemental Indenture, dated as of October 8, 2024, by and among AAR CORP., as issuer, AAR Allen Services, Inc., as guaranteeing subsidiary, and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2024)](https://www.sec.gov/Archives/edgar/data/1750/000141057825000003/air-20241130xex4d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n10.\n\nMaterial Contracts\n\n10.1*\n\nAAR CORP. Directors’ Retirement Plan, dated April 14, 1992 (incorporated by reference to Exhibits to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 1992), [amended May 26, 2000 (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2000)](https://www.sec.gov/Archives/edgar/data/1750/000091205700039006/ex-10_5.txt) and [April 10, 2001 (incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2001)](https://www.sec.gov/Archives/edgar/data/1750/000091205701530303/a2057151zex-10_5.txt)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.2*\n\n[AAR CORP. Supplemental Key Employee Retirement Plan, as Amended and Restated effective July 13, 2020 (incorporated by reference to Exhibit 10.3 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2020)](https://www.sec.gov/Archives/edgar/data/1750/000110465920085310/air-20200531xex10d3.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.3*\n\n[First Amendment dated December 5, 2023 to AAR CORP. Supplemental Key Employee Retirement Plan, as Amended and Restated effective July 13, 2020 (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended February 29, 2024)](https://www.sec.gov/Archives/edgar/data/1750/000110465924037408/air-20240229xex10d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.4*\n\n[AAR CORP. Nonemployee Directors’ Deferred Compensation Plan, as Amended and Restated effective July 10, 2017 (incorporated by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2019)](https://www.sec.gov/Archives/edgar/data/1750/000104746919004266/a2239223zex-10_4.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.5*\n\n[Form of Directors’ and Officers’ Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2008)](https://www.sec.gov/Archives/edgar/data/1750/000110465908059917/a08-24009_1ex10d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n96\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Index**\n\n​\n\n**Exhibits**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.6*\n\n[AAR CORP. 2013 Stock Plan, as amended and restated effective July 13, 2020 (reflecting amendments since July 13, 2020) (incorporated by reference to Appendix C to the Registrant’s Proxy Statement filed on August 8, 2023)](https://www.sec.gov/Archives/edgar/data/1750/000130817923000948/air4189641-def14a.htm#appendixc)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.7*\n\n[Third Amendment to the AAR CORP. 2013 Stock Plan (as amended and restated effective July 13, 2020) dated March 19, 2024 (incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2024)](https://www.sec.gov/Archives/edgar/data/1750/000110465924080890/air-20240531xex10d9.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.8*\n\n[Form of Severance and Change in Control Agreement (incorporated by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2020)](https://www.sec.gov/Archives/edgar/data/1750/000110465920085310/air-20200531xex10d15.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.9*\n\n[First Amendment to Form of Severance and Change in Control Agreement dated March 19, 2024 (incorporated by reference to Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2024)](https://www.sec.gov/Archives/edgar/data/1750/000110465924080890/air-20240531xex10d11.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.10\n\n[Credit Agreement dated December 14, 2022 among AAR CORP., Wells Fargo, N.A., as administrative agent, and the various financial institutions party thereto (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2023)](https://www.sec.gov/Archives/edgar/data/1750/000110465923082069/air-20230531xex10d10.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.11\n\n[Revolver Amendment, dated as of March 1, 2024, by and among the Company, as borrower, the lenders from time to time party thereto and Wells Fargo Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed March 1, 2024)](https://www.sec.gov/Archives/edgar/data/1750/000110465924029986/tm246820d2_ex10-1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.12\n\n[Amendment No. 2 to Credit Agreement, dated as of February 27, 2025, by and among AAR CORP., as borrower, the lenders party thereto and Wells Fargo Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2025)](https://www.sec.gov/Archives/edgar/data/1750/000141057825000519/air-20250228xex10d3.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.13\n\n[Purchase Agreement dated February 23, 2018 by and among AAR CORP., as seller representative and servicer, the sellers time to time party thereto, and Citibank, N.A., as buyer (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated February 28, 2018)](https://www.sec.gov/Archives/edgar/data/1750/000110465918013433/a18-7233_1ex10d1.htm#Exhibit10_1_111257)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.14\n\n[First Amendment to Purchase Agreement dated as of May 22, 2018 by and among AAR CORP., as seller representative and servicer, the sellers time to time party thereto, and Citibank, N.A., as buyer (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated May 25, 2018)](https://www.sec.gov/Archives/edgar/data/1750/000110465918036048/a18-14362_1ex10d1.htm#Exhibit10_1_083015)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.15\n\n[Second Amendment to Purchase Agreement dated as of October 25, 2018 by and among AAR CORP., as seller representative and servicer, the sellers time to time party thereto, and Citibank, N.A., as buyer (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2020)](https://www.sec.gov/Archives/edgar/data/1750/000110465920137498/air-20201130xex10d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n97\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Index**\n\n​\n\n**Exhibits**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.16\n\n[Third Amendment to Purchase Agreement dated as of October 7, 2020 by and among AAR CORP., as seller representative and servicer, the sellers time to time party thereto, and Citibank, N.A., as buyer (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2020)](https://www.sec.gov/Archives/edgar/data/1750/000110465920137498/air-20201130xex10d2.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.17\n\n[Amendment dated December 23, 2021 to Purchase Agreement dated as of February 23, 2018 by and among AAR CORP., as seller representative and servicer, the sellers time to time party thereto, and Citibank, N.A., as buyer (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended February 28, 2022)](https://www.sec.gov/Archives/edgar/data/1750/000110465922036639/air-20220322xex10d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.18\n\n[Fifth Amendment to Purchase Agreement, dated as of December 3, 2024, by and between AAR CORP., as seller representative, servicer and parent, and Citibank, N.A., as buyer (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2024)](https://www.sec.gov/Archives/edgar/data/1750/000141057825000003/air-20241130xex10d2.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.19*\n\n[Amended and Restated Employment Agreement dated as of May 24, 2018 between AAR CORP. and John M. Holmes (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K dated May 25, 2018)](https://www.sec.gov/Archives/edgar/data/1750/000110465918036048/a18-14362_1ex10d4.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.20*\n\n[First Amendment to the Amended and Restated Employment Agreement dated as of July 30, 2020 between AAR CORP. and John M. Holmes (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2020)](https://www.sec.gov/Archives/edgar/data/1750/000110465920108360/air-20200831xex10d4.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.21*\n\n[Form of AAR CORP. Fiscal 2023 Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2022)](https://www.sec.gov/Archives/edgar/data/1750/000110465922102374/air-20220831xex10d3.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.22*\n\n[Form of AAR CORP. Fiscal 2024 Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2023)](https://www.sec.gov/Archives/edgar/data/1750/000110465923103944/air-20230831xex10d2.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.23*\n\n[Form of AAR CORP. Fiscal 2024 Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2023)](https://www.sec.gov/Archives/edgar/data/1750/000110465923103944/air-20230831xex10d3.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.24*\n\n[Form of AAR CORP. Fiscal 2024 Performance Restricted Stock Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2023)](https://www.sec.gov/Archives/edgar/data/1750/000110465923103944/air-20230831xex10d4.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.25*\n\n[Form of AAR CORP. Fiscal 2025 Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2024)](https://www.sec.gov/Archives/edgar/data/1750/000141057824001617/air-20240831xex10d2.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.26*\n\n[Form of AAR CORP. Fiscal 2025 Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2024)](https://www.sec.gov/Archives/edgar/data/1750/000141057824001617/air-20240831xex10d3.htm)\n\n​\n\n​\n\n​\n\n​\n\n98\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Index**\n\n​\n\n**Exhibits**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.27*\n\n[Form of AAR CORP. Fiscal 2025 Performance Restricted Stock Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2024)](https://www.sec.gov/Archives/edgar/data/1750/000141057824001617/air-20240831xex10d4.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.28*\n\n[Supplemental Guaranty, dated as of September 10, 2024, by AAR Allen Services, Inc., as guarantor, to Wells Fargo Bank, N.A., as administrative agent and contractual representative (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2024)](https://www.sec.gov/Archives/edgar/data/1750/000141057825000003/air-20241130xex10d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.29*\n\n[Form of Fiscal 2026 Director Restricted Stock Agreement (incorporated by reference to Exhibit 10.43 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2025)](https://www.sec.gov/Archives/edgar/data/1750/000141057825001475/air-20250531xex10d43.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.30*\n\n[Form of AAR CORP. Fiscal 2026 Short-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2025)](https://www.sec.gov/Archives/edgar/data/1750/000110465925092589/air-20250831xex10d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.31*\n\n[Form of AAR CORP. Fiscal 2026 Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2025)](https://www.sec.gov/Archives/edgar/data/1750/000110465925092589/air-20250831xex10d2.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.32*\n\n[Form of AAR CORP. Fiscal 2026 Restricted Stock Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2025)](https://www.sec.gov/Archives/edgar/data/1750/000110465925092589/air-20250831xex10d3.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.33*\n\n[Form of AAR CORP. Fiscal 2026 Performance Restricted Stock Agreement (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended August 31, 2025)](https://www.sec.gov/Archives/edgar/data/1750/000110465925092589/air-20250831xex10d4.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n10.34*\n\n[Form of Fiscal 2027 Director Restricted Stock Agreement (filed herewith)](air-20260531xex10d34.htm)\n\n​\n\n​\n\n​\n\n​\n\n19.\n\nInsider Trading Policies and Procedures\n\n19.1\n\n[AAR CORP. Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2024)](https://www.sec.gov/Archives/edgar/data/1750/000110465924080890/air-20240531xex19d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n21.\n\nSubsidiaries of the Registrant\n\n21.1\n\n[Subsidiaries of AAR CORP. (filed herewith)](air-20260531xex21d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n23.\n\nConsents of experts and counsel\n\n23.1\n\n[Consent of Independent Registered Public Accounting Firm (filed herewith)](air-20260531xex23d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n31.\n\nRule 13a-14(a)/15d-14(a) Certifications\n\n31.1\n\n[Section 302 Certification dated July 21, 2026 of John M. Holmes, Chairman, President and Chief Executive Officer of Registrant (filed herewith)](air-20260531xex31d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n31.2\n\n[Section 302 Certification dated July 21, 2026 of Dylan Z. Wolin, Senior Vice President and Chief Financial Officer of Registrant (filed herewith)](air-20260531xex31d2.htm)\n\n​\n\n​\n\n​\n\n​\n\n32.\n\nSection 1350 Certifications\n\n32.1\n\n[Section 906 Certification dated July 21, 2026 of John M. Holmes, Chairman, President and Chief Executive Officer of Registrant (furnished herewith)](air-20260531xex32d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n32.2\n\n[Section 906 Certification dated July 21, 2026 of Dylan Z. Wolin, Senior Vice President and Chief Financial Officer of Registrant (furnished herewith)](air-20260531xex32d2.htm)\n\n​\n\n​\n\n​\n\n​\n\n99\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Index**\n\n​\n\n**Exhibits**\n\n​\n\n​\n\n​\n\n​\n\n97\n\nPolicy Relating to Recovery of Erroneously Awarded Compensation\n\n97.1\n\n[AAR CORP. Compensation Recoupment Policy effective October 2, 2023 (incorporated by reference to Exhibit 97.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2024)](https://www.sec.gov/Archives/edgar/data/1750/000110465924080890/air-20240531xex97d1.htm)\n\n​\n\n​\n\n​\n\n​\n\n101.\n\nInteractive Data File\n\n101\n\nThe following materials from the Registrant’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at May 31, 2026 and 2025, (ii) Consolidated Statements of Income for the fiscal years ended May 31, 2026, 2025, and 2024, (iii) Consolidated Statements of Comprehensive Income for fiscal years ended May 31, 2026, 2025, and 2024, (iv) Consolidated Statements of Cash Flows for the fiscal years ended May 31, 2026, 2025, and 2024, (v) Consolidated Statement of Changes in Equity for the three years ended May 31, 2026 and (vi) Notes to Consolidated Financial Statements.**\n\n​\n\n​\n\n​\n\n​\n\n104.\n\nCover Page Interactive Data File\n\n104\n\nCover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101)\n\n+ Excludes certain portions of the exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K. A copy of the omitted portions will be furnished to the SEC upon request.\n\n​\n\n++ Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant is not filing certain documents. The Registrant agrees to furnish a copy of each such document upon the request of the Commission.\n\n​\n\n* Management contracts and compensatory arrangements.\n\n​\n\n** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.\n\n​\n\n​"}