Form 8-K

8-K — AAR CORP

Accession: 0001104659-26-111403

Filed: 2026-09-28

Period: 2026-09-28

CIK: 0000001750

SIC: 3720 (AIRCRAFT & PARTS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2626100d2_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2626100d2_ex99-1.htm)

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Common Stock, $1.00 par value

AIR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13

or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

September 28, 2026

AAR

CORP.

(Exact name of registrant as specified in its

charter)

Delaware

1-6263

36-2334820

(State of Incorporation )

(Commission

File Number)

(IRS Employer Identification No.)

One AAR Place

1100 N. Wood Dale Road

Wood Dale, Illinois 60191

(Address and Zip Code of Principal Executive Offices)

Registrant’s telephone number, including

area code: (630) 227-2000

Not Applicable

(Former name or former address, if changed since

last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange

Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under

the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under

the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which

Registered

Common

Stock, $1.00 par value

AIR

New

York Stock Exchange

NYSE Texas

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange

Act of 1934 (§ 240.12b—2 of this chapter).

Emerging

growth company ¨

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 financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

On September 28, 2026, AAR CORP. (the “Company”)

issued a press release reporting the Company’s financial results for the first quarter ended August 31, 2026. A copy of the

Company’s press release is attached hereto as Exhibit 99.1.

The information furnished under Item 2.02 of this

Current Report on Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for the purposes of Section 18

of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. It may only be incorporated

by reference in another filing under the Exchange Act or Securities Act of 1933, as amended, if such subsequent filing specifically references

this Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release issued by AAR CORP. dated September 28, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 28, 2026

AAR CORP.

By:

/s/ DYLAN Z. WOLIN

Dylan Z. Wolin

Senior Vice President and Chief Financial Officer

(Principal Financial Officer)

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2626100d2_ex99-1.htm · Sequence: 2

Exhibit 99.1

AAR reports first quarter fiscal year 2027 results

Wood Dale, Illinois, September 28,

2026 — AAR CORP. (NYSE: AIR) (the “Company” or “AAR”), a leading parts, repair, and software platform in

the aviation aftermarket, reported today financial results for the fiscal year 2027 first quarter ended August 31, 2026.

In a separate press release issued today,

AAR announced it has entered into a definitive agreement to acquire a controlling interest in MRO Holdings. For additional

information on the transaction, please refer to the transaction-specific press release and the investor presentation on the

Investors section of AAR’s website. Due to this agreement, AAR's previously scheduled earnings conference call has

been rescheduled to 7:00 AM CT on Tuesday, September 29, 2026.

FIRST QUARTER FISCAL YEAR 2027 HIGHLIGHTS

(As compared to Q1 FY2026)

· Sales of $918 million; increased 24%

· GAAP diluted EPS of $1.00

· Adjusted diluted EPS of $1.49; increased

38%

· GAAP Net income of $40 million

· Adjusted EBITDA of $117 million; increased

34%

· Adjusted EBITDA margin increased

from 11.7% to 12.7%

“This was a very strong start to our fiscal

year,” said John M. Holmes, AAR’s Chairman, President and CEO. “Our airline customers continue to experience strong

demand for air travel, which in turn is driving strong demand for our services, as evidenced by our results this quarter. Total sales

were up 24%, and we saw growth across all three core segments. In our Parts Supply segment, total growth of 31% was led by 23% organic

growth in new parts Distribution on strength in both Commercial and Government end markets. Our Repair, Engineering & Software

(RE&S) segment reported 31% sales growth, driven by our Airframe MRO, Component MRO, and software activities. Government Solutions

was up 4% driven by strength in Mobility Systems.

“Our sales growth resulted in an adjusted

EBITDA increase of 34% in the quarter and adjusted EBITDA margins of 12.7%, up 100 basis points year over year. Total adjusted EBITDA

margin from the Parts Supply, RE&S, and Government Solutions segments was 13.3%.

“Cash from operations in the quarter was

$56 million, helping to further reduce net leverage to 1.81x.

“Along with our strong fiscal first

quarter earnings, we also announced an agreement to acquire a 65% controlling interest in MRO Holdings. Over the last several years,

AAR has taken important steps to reshape our portfolio into an integrated Parts, Repair, and Software aviation aftermarket platform.

Through the acquisition of MRO Holdings, AAR will achieve scale that significantly accelerates our strategy as heavy maintenance

helps drive revenue to all other areas of the company. Further, the transaction structure allows us to partner with a proven team

that brings decades of experience in a strategically important region while also providing the financial

flexibility to continue to pursue AAR’s broader strategy. This acquisition is highly strategic for AAR and marks a significant

step in our long-term growth plan.”

Holmes concluded, “Our strategy has been

successful over the last several years as we have delivered above-market growth and consistent margin expansion. The acquisition of MRO

Holdings will further propel this growth and drive a meaningful step-up in our margin profile. The strategy, portfolio, and combination

add to the strength and resilience of our aftermarket platform. Given our solid first quarter results and continued demand for our solutions,

we remain confident in our ability to deliver another year of strong performance in fiscal 2027.”

FIRST QUARTER FISCAL YEAR 2027 RESULTS

Consolidated first quarter sales increased 24%

to $918.0 million, compared to $739.6 million in the same quarter last year. Sales to commercial customers increased 28%, or $147.5 million,

primarily due to the acquisition contributions combined with continued above-market Commercial Distribution sales. Sales to government

customers increased 14%, or $30.9, over the same period last year, primarily due to increased volumes in our new parts distribution activities.

Sales to commercial customers were 73% of consolidated sales, compared to 71% in the prior year quarter.

The Company reported net income of $40.1 million,

or $1.00 per diluted share. For the first quarter of the prior year, the Company reported net income of $34.4 million, or $0.95 per diluted

share. Adjusted diluted earnings per share in the first quarter of fiscal year 2027 were $1.49, compared to $1.08 in the first quarter

of the prior year.

Selling, general, and administrative expenses

were $107.0 million in the current quarter, compared to $71.8 million in the prior year quarter. Acquisition, amortization, and integration

expenses were $19.6 million in the quarter, compared to $4.4 million in the prior year quarter.

Operating margins were 7.9% in the quarter, compared

to 8.8% in the prior year quarter. Adjusted operating margin increased to 10.6% in the current year quarter from 9.7% in the prior year

quarter, primarily as a result of growth in our Parts Supply segment and increased profitability in our Government Solutions segment.

Net interest expense for the quarter was $16.2

million, compared to $18.5 million last year. Average diluted share count increased from 35.9 million shares in the prior year quarter

to 39.9 million shares in the current year quarter.

Cash flow provided by operating activities was

$55.8 million during the current quarter, compared to $44.9 million of cash used in the prior year quarter. As of August 31, 2026,

net debt was $780.5 million and net leverage was 1.81x.

SECOND QUARTER AND FULL YEAR FISCAL 2027 GUIDANCE

The Company is providing the following guidance

for the second quarter and full year fiscal 2027. This guidance does not include any impact of the MRO Holdings acquisition:

Second quarter FY 2027

As of September 28, 2026

Sales growth (ex. LCP)1

14% - 16%

Adjusted EBITDA margin (ex. LCP)2

13.0% - 13.4%

1 Reflects total sales growth excluding

the Legacy Commercial Programs segment

2 Reflects Adjusted EBITDA margin excluding

the Legacy Commercial Programs segment

Full year FY 2027

As of September 28, 2026

Prior (as of July 28, 2026)

Sales growth (ex. LCP)1

Low teens

Low double-digits to low teens

Conference call information

On Tuesday, September 29, 2026, at 7:00

a.m. Central Time, AAR will hold a conference call to discuss the quarterly results and the announced acquisition of MRO Holdings.

A listen-only webcast and slides can be accessed at https://edge.media-server.com/mmc/p/ogsm2rh7. Participants may join via phone

by registering at https://register-conf.media-server.com/register/BIe2a403237161465d99fb8af7cc93b3e8. Once registered, participants

will receive a dial-in number and a unique PIN that will allow them to access the call.

A replay of the conference call will be available

for on-demand listening shortly after the completion of the call at the webcast link and will remain available for approximately one

year.

The slides are also available on AAR’s

website at https://www.aarcorp.com/en/investors/.

About AAR

AAR is a global aerospace and defense aftermarket

solutions company with operations in over 20 countries. Headquartered in the Chicago area, AAR supports commercial and government customers

through four operating segments: Parts Supply; Repair, Engineering, and Software; and Government Solutions. Additional information can

be found at aarcorp.com/.

Contact: Chris Tillett – Investor Relations | +1-630-227-5830

| investors@aarcorp.com

This press release contains certain statements relating to future results,

which are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995, which reflect management’s

expectations about future conditions, including, but not limited to, our second quarter and full year FY 2027 guidance, execution of strategies,

continued demand in the commercial and government aviation markets; market position; anticipated activities and benefits related to new

or expanding business relationships; expected contributions and synergies related to acquisitions; expansion of capabilities and operational

footprint; opportunities for margin improvement through operations, integration activities and other efficiency initiatives; and continued

sales and margin growth, earnings performance, debt management, and capital allocation.

Forward-looking statements often address our expected future operating

and financial performance and financial condition, or targets, goals, commitments, and other business plans, and often may also be identified

because they contain words such as “anticipate,” “continue,” “estimate,” “expect,” “project,”

“plan,” “potential,” “predict,” “intend,” “believe,” “may,” “might,”

“will,” “would,” “should,” “seek,” “could,” “positions,” “likely,”

“target,” “goal,” “strategy” or similar expressions and the negatives of those terms.

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.S. government and its contractors; cost overruns and losses on fixed-price contracts; nonperformance by subcontractors

or suppliers; our ability to manage our operational footprint; a reduction in outsourcing of maintenance and repair activity by airlines;

a shortage of skilled personnel or work stoppages; competition from other companies; financial, operational and legal risks arising as

a result of operating internationally; the failure to complete, integrate and realize the anticipated benefits of acquisitions, including

execution of related operational and financial plans; circumstances associated with divestitures; the inability to recover costs due to

fluctuations in market values for aviation products and equipment; cyber or other security threats or disruptions; the need to make significant

capital expenditures to keep pace with technological developments in our industry; restrictions on the use of intellectual property and

tooling important to our business; the inability to protect the value of our intellectual property; our ability to manage our debt and

fund our other liquidity needs; limitations on our ability to access the debt and equity capital markets or to draw down funds under loan

agreements; non-compliance with restrictive and financial covenants contained in our debt and loan agreements; changes in or non-compliance

with laws and regulations related to federal contractors, the aviation industry, international operations, safety and environmental matters,

and the costs of complying with such laws and regulations; exposure to product liability and property claims that may be in excess of

our liability insurance coverage; the risk that the MRO Holdings acquisition (the “Acquisition”) may not be completed in a timely manner or at all; the failure to satisfy

the closing conditions to the Acquisition, including the receipt of required regulatory approvals; the occurrence of any event, change

or other circumstance or condition that could give rise to the termination of the share purchase agreement governing the Acquisition,

including in certain circumstances requiring the Company to pay a termination fee; the ability of the Company to obtain the necessary

financing arrangements; the effect of the announcement or pendency of the Acquisition on the Company’s business relationships, operating

results and business generally; risks that the Acquisition may disrupt the Company’s current business plans and operations; the

Company’s ability to retain and hire key personnel in light of the Acquisition; risks related to diverting management’s attention

from the Company’s ongoing business operations; unexpected costs, charges or expenses resulting from the Acquisition; potential

litigation relating to the Acquisition; the ability of the Company to successfully integrate MRO Holdings and its subsidiaries following

the closing of the Acquisition and to achieve the anticipated benefits of the Acquisition, including estimated cost and operational synergies,

and the timeline to realize such benefits; the effects of the Acquisition on the Company’s earnings, financial condition, net leverage

ratio and credit ratings; the risk that the conditions to the potential private placement are not satisfied; the fact that the potential

private placement may cause dilution to the Company’s existing stockholders; the impact of the Acquisition on the Company’s

business and future financial condition and operating results, including the ability of the Company or MRO Holdings to repay or prepay

indebtedness incurred in connection with the transaction or otherwise; and other factors disclosed in the section entitled “Risk

Factors” of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026, as may be updated or

supplemented by any subsequent filings with the Securities and Exchange Commission. 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.

The Company derives many of its forward-looking statements from its

operating budgets and forecasts, which are based on many detailed assumptions. While the Company believes that its assumptions are reasonable,

it cautions that it is very difficult to predict the impact of known factors, and it is impossible to anticipate all factors that could

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

control. 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. All forward-looking statements attributable to the Company, or persons acting on its behalf, are expressly

qualified in their entirety by the foregoing cautionary statements. The forward-looking statements included in this press release are

made only as of the date hereof. The Company assumes no obligation to update or revise any forward-looking statement, whether as a result

of new information, future events or otherwise, except as required by law.

AAR CORP. and subsidiaries

Condensed consolidated statements of income

(In millions except per share data - unaudited)

Three months ended

August 31,

2026

2025

Sales

918.0

739.6

Cost of sales

741.7

605.9

Gross profit

176.3

133.7

Selling, general and administrative

107.0

71.8

Earnings from joint ventures

2.8

3.0

Operating income

72.1

64.9

Gain related to sale and exit of businesses, net

––

0.7

Interest expense, net

(16.2

)

(18.5

)

Other expense, net

(0.5

)

(0.1

)

Income before income tax expense

55.4

47.0

Income tax expense

15.3

12.6

Net income

40.1

34.4

Earnings per share – Basic

1.01

0.96

Earnings per share – Diluted

1.00

0.95

Shares used for earnings per share:

Weighted average shares outstanding – Basic

39.6

35.7

Weighted average shares outstanding – Diluted

39.9

35.9

AAR CORP. and subsidiaries

Condensed consolidated balance sheets

(In millions)

August 31,

2026

May 31,

2026

(unaudited)

ASSETS

Cash and cash equivalents

$ 104.5

$ 84.0

Restricted cash

8.6

23.8

Accounts receivable, net

436.4

386.8

Contract assets

147.3

148.4

Inventories, net

1,008.9

979.0

Other current assets

134.1

120.1

Total current assets

1,839.8

1,742.1

Property, plant, and equipment, net

172.3

166.9

Goodwill and intangible assets, net

852.7

861.9

Operating lease right-of-use assets, net

205.3

210.8

Rotable assets, net

150.4

180.3

Other non-current assets

206.4

193.9

Total assets

$ 3,426.9

$ 3,355.9

LIABILITIES AND EQUITY

Accounts payable

$ 337.9

$ 295.6

Accrued liabilities

312.8

317.6

Total current liabilities

650.7

613.2

Long-term debt

879.6

893.9

Operating lease liabilities

98.8

101.1

Other non-current liabilities

55.4

43.9

Total liabilities

1,684.5

1,652.1

Equity

1,742.4

1,703.8

Total liabilities and equity

$ 3,426.9

$ 3,355.9

AAR CORP. and subsidiaries

Condensed consolidated statements of cash flows

(In millions – unaudited)

Three months ended

August 31,

2026

2025

Cash flows provided by (used in) operating activities:

Net income

$ 40.1

$ 34.4

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization

19.6

14.5

Stock-based compensation expense

7.8

5.3

Changes in certain assets and liabilities:

Accounts receivable

(50.5 )

(8.5 )

Contract assets

13.3

(6.4 )

Inventories

(41.1 )

(51.8 )

Other current assets

(15.4 )

3.5

Rotable assets

27.5

(3.5 )

Accounts payable and accrued liabilities

40.8

(16.7 )

Other

13.7

(15.7 )

Net cash provided by (used in) operating activities

55.8

(44.9 )

Cash flows used in investing activities:

Property, plant, and equipment expenditures

(11.8 )

(8.7 )

Acquisitions, net of cash acquired

(6.2 )

(11.9 )

Investment

(7.5 )

––

Hangar expansion activity, net

(0.5 )

(4.2 )

Other

0.4

1.0

Net cash used in investing activities

(25.6 )

(23.8 )

Cash flows provided by (used in) financing activities:

Short-term borrowings (repayments) on Revolving Credit Facility, net

(15.0 )

(97.0 )

Proceeds from long-term borrowings

––

153.0

Financing costs

––

(2.5 )

Stock compensation activity

(9.9 )

(2.4 )

Net cash provided by (used in) financing activities

(24.9 )

51.1

Increase (Decrease) in cash, cash equivalents, and restricted cash

5.3

(17.6 )

Cash, cash equivalents, and restricted cash at beginning of period

107.8

109.2

Cash, cash equivalents, and restricted cash at end of period

$ 113.1

$ 91.6

AAR CORP. and subsidiaries

Third-party sales by segment

(In millions - unaudited)

Three months ended

August 31,

2026

2025

Parts Supply

$ 414.8

$ 317.8

Repair, Engineering, and Software

297.5

226.4

Government Solutions

138.8

133.9

Legacy Commercial Programs

66.9

61.5

$ 918.0

$ 739.6

Operating income (loss) by segment

(In millions - unaudited)

Three months ended

August 31,

2026

2025

Parts Supply

$ 55.3

$ 40.9

Repair, Engineering, and Software

16.0

20.0

Government Solutions

19.1

12.7

Legacy Commercial Programs

2.9

0.4

93.3

74.0

Corporate and other

(21.2 )

(9.1 )

$ 72.1

$ 64.9

Adjusted net income, adjusted diluted earnings

per share, organic sales growth, adjusted operating margin, adjusted cash flow provided by (used in) operating activities, adjusted EBITDA,

adjusted EBITDA margin, net debt, and net debt to adjusted EBITDA (net leverage) are “non-GAAP financial measures” as defined

in Regulation G of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We believe these non-GAAP financial

measures are relevant and useful for investors as they illustrate our core operating performance, cash flows, and leverage unaffected

by the impact of certain items that management does not believe are indicative of our ongoing and core operating activities. When reviewed

in conjunction with our GAAP results and the accompanying reconciliations, we believe these non-GAAP financial measures provide additional

information that is useful to gain an understanding of the factors and trends affecting our business and provide a means by which to compare

our operating performance and leverage against that of other companies in the industries we compete. These non-GAAP measures should be

considered as a supplement to, and not as a substitute for, or superior to, the corresponding measures calculated in accordance with GAAP.

Our non-GAAP financial measures reflect adjustments

for certain items including, but not limited to, the following:

· Expenses associated with recent acquisition activity,

including professional fees for legal, due diligence, and other acquisition activities, intangible asset amortization, integration costs,

non-cash rent expense associated with certain acquired leases classified within operating lease right-of-use assets, bargain purchase

gains, and compensation expense related to contingent consideration and retention agreements.

· Losses related to our exit from our Indian joint

venture, our Landing Gear Overhaul business, and our Composites manufacturing business, including legal fees for the performance guarantee

associated with the Composites’ A220 aircraft contract.

Adjusted EBITDA is net income before interest

income (expense), other income (expense), income taxes, depreciation and amortization, stock-based compensation, and items of an unusual

nature including but not limited to business divestitures and acquisitions, acquisition, integration, and amortization expenses from recent

acquisition activity (see detailed description above), headquarters relocation activity, product line exits, and severance charges. Although

our non-GAAP financial measures exclude amortization expense associated with acquired intangible assets, they do not exclude the sales

generated by the acquired businesses or otherwise attributable to those intangible assets.

The Company is not providing a reconciliation

of forward-looking financial measures to the most directly comparable forward-looking GAAP measure because the information is not available

without unreasonable effort. 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. Each of the adjustments has not occurred, are out of the

Company's control and/or cannot be reasonably predicted. For this reason, the Company is unable to address the probable significance of

the unavailable information.

Pursuant to the requirements of Regulation G of

the Exchange Act, we are providing the following tables that reconcile the above-mentioned non-GAAP financial measures to the most directly

comparable GAAP financial measures:

Adjusted net income

(In millions - unaudited)

Three months ended

August 31,

2026

2025

Net income

$ 40.1

$ 34.4

Acquisition, integration, and amortization expenses

24.9

6.4

Gain related to sale of businesses, net

––

(0.7 )

Severance charges

––

1.0

Government COVID-related subsidy liability reversal

––

(0.7 )

Tax effect on adjustments (a)

(5.0 )

(1.4 )

Adjusted net income

$ 60.0

$ 39.0

(a) Calculation uses estimated statutory tax rates on non-GAAP adjustments except for the impact from certain acquisition-related non-deductible

items.

Adjusted diluted earnings per share

(unaudited)

Three months ended

August 31,

2026

2025

Diluted earnings per share

$ 1.00

$ 0.95

Acquisition, integration, and amortization expenses

0.62

0.18

Gain related to sale of businesses, net

––

(0.02 )

Severance charges

––

0.03

Government COVID-related subsidy liability reversal

––

(0.02 )

Tax effect on adjustments (a)

(0.13 )

(0.04 )

Adjusted diluted earnings per share

$ 1.49

$ 1.08

(a) Calculation uses estimated statutory tax rates on non-GAAP adjustments except for the impact from certain acquisition-related non-deductible

items.

Adjusted operating margin

(In millions - unaudited)

Three months ended

August 31,

2026

May 31,

2026

August 31,

2025

Operating income

$ 72.1

$ 80.1

$ 64.9

Acquisition, integration, and amortization expenses

24.9

17.0

6.4

Severance charges

––

1.0

Government COVID-related subsidy, net

––

(0.7 )

Adjusted operating income

$ 97.0

$ 98.0

$ 71.6

Operating margin

7.9 %

8.6 %

8.8 %

Adjusted operating margin

10.6 %

9.7 %

Organic sales growth for the three months ended August 31, 2026

(unaudited)

GAAP sales growth

24.1 %

Impact of acquisitions within the last twelve months

(13.3 )

Organic sales growth

10.8 %

Adjusted cash flows provided by (used in) operating activities

(In millions - unaudited)

Three months ended

August 31,

2026

2025

Cash flows provided by (used in) operating activities

$ 55.8

$ (44.9 )

Amounts outstanding on accounts receivable financing program:

Beginning of period

25.7

21.3

End of period

(25.0 )

(24.3 )

Adjusted cash flows provided by (used in) operating activities

$ 56.5

$ (47.9 )

Adjusted EBITDA

(In millions - unaudited)

Three months

ended

August 31,

Year ended

May 31,

2026

2025

2026

Net income

40.1

34.4

187.7

Income tax expense

15.3

12.6

58.2

Other expense, net

0.5

0.1

2.1

Interest expense, net

16.2

18.5

70.5

Depreciation and amortization

18.8

13.8

72.1

Acquisition and integration expenses

17.8

2.4

28.2

Gains related to sale and exit of business/joint venture,

net

––

(0.7

)

(1.4

)

Bargain purchase gain

––

(29.5

)

Gain on sale of headquarters building

––

(9.8

)

Impairment charge related to product line exit

––

4.9

Severance charges

––

1.0

Government COVID-related subsidy, net

––

(0.7

)

(0.7

)

Stock-based compensation

7.8

5.3

17.8

Adjusted EBITDA

116.5

86.7

401.1

Net income margin

4.4

4.7

Adjusted EBITDA margin

12.7

11.7

Net debt

(In millions – unaudited)

August 31,

2026

August 31,

2025

Total debt

$ 885.0

$ 1,030.0

Less: Cash and cash equivalents

(104.5 )

(80.0 )

Net debt

$ 780.5

$ 950.0

Net debt to adjusted EBITDA

(In millions - unaudited)

Adjusted EBITDA for the year ended May 31, 2026

$ 401.1

Less: Adjusted EBITDA for the three months ended August 31, 2025

(86.7 )

Plus: Adjusted EBITDA for the three months ended August 31, 2026

116.5

Adjusted EBITDA for the twelve months ended August 31, 2026

$ 430.9

Net debt at August 31, 2026

$ 780.5

Net

debt to Adjusted EBITDA

1.81

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Sep. 28, 2026

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