AAR Corp (NYSE: AIR) grants $500K in equity to interim CFO

Rhea-AI Filing Summary

AAR CORP. filed an amendment to detail new equity compensation for Sarah L. Flanagan, who is serving as Interim Chief Financial Officer and Vice President, Financial Operations. Effective January 22, 2026, the board’s Human Capital and Compensation Committee approved an increase to her Fiscal 2026 long-term incentive award via additional equity grants totaling approximately $500,000, based on the stock price at the Grant Date.

The added awards are structured as 60% performance-based restricted stock, 20% time-based restricted stock, and 20% stock options, all using a grant date fair value or exercise price of $107.74 per share. Both the performance-based and time-based restricted stock vest in full on the third anniversary of the Grant Date, while the options vest in three equal annual installments. Performance shares use the same performance measures and three-fiscal-year period ending May 31, 2028 as other Fiscal 2026 executive awards. Her base salary, annual bonus opportunity, and overall long-term incentive opportunity remain unchanged.

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Common Stock, $1.00 par value AIR

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 1, 2025

AAR CORP.

(Exact name of registrant as specified in its charter)

Delaware		1-6263		36-2334820
(State or other jurisdiction of incorporation )		(Commission File Number)		(IRS Employer Identification No.)

One AAR Place 1100 N. Wood Dale Road Wood Dale, Illinois	60191
(Address of principal executive offices)	(Zip Code)

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 ¨

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AAR CORP. (the “Company”) is filing this amendment to the Company’s Current Report on Form 8-K dated December 4, 2025 (the “Original Form 8-K”), which reported that the Company had appointed Sarah L. Flanagan, the Company’s Vice President, Financial Operations, to also serve as the Company’s Interim Chief Financial Officer (“Interim CFO”) effective December 4, 2025. The Company is filing this amendment to the Original Form 8-K to report certain compensation adjustments made to Ms. Flanagan’s compensation in connection with her appointment as Interim CFO and Vice President, Financial Operations. There are no other changes to the information contained in the Original Form 8-K.

Effective January 22, 2026, in connection with Ms. Flanagan’s appointment as Interim CFO and Vice President, Financial Operations, which was effective December 4, 2025, the Human Capital and Compensation Committee of the Company’s Board of Directors approved adjustments to Ms. Flanagan’s compensation in the form an increase to her long-term incentive award for the fiscal year ending May 31, 2026 (“Fiscal 2026”) previously granted on July 23, 2025. The increase was delivered in the form of new equity awards together totaling approximately $500,000 in value based on the Company’s stock price at the close of trading on January 22, 2026 (the “Grant Date”). The awards were granted, in part, to recognize Ms. Flanagan for assuming the Interim CFO role while the Company conducts a search for a permanent CFO, which includes consideration of internal and external candidates.

The equity awards that were granted to Ms. Flanagan are comprised of 60% performance-based restricted stock, 20% time-based restricted stock, and 20% stock options, as follows: (i) a grant of a number of shares of performance-based restricted stock (at target) with a grant date fair value of $107.74 per share based on the stock price at the close of trading on the Grant Date, with such performance-based restricted stock vesting in full on the third-year anniversary of the Grant Date; (ii) a grant of a number of shares of time-based restricted stock with a grant date fair value of $107.74 per share based on the stock price at the close of trading on the Grant Date, with such time-based restricted stock vesting in full on the third-year anniversary of the Grant Date; and (iii) a grant of a number of stock options with an exercise price of $107.74 per share based on the stock price at the close of trading on the Grant Date, with such stock options vesting in one-third increments annually on the first-year, second-year, and third-year anniversaries of the Grant Date. For the grant of performance-based restricted stock, the performance measures and the performance measurement period are the same as those under the Fiscal 2026 awards of performance-based restricted stock that were granted to the Company’s executive officers on July 23, 2025, including a performance measurement period comprised of the Company’s three fiscal years ending May 31, 2028.

The awards of performance-based restricted stock, time-based restricted stock, and stock options were granted pursuant to and are subject to the terms and conditions of the Company’s 2013 Stock Plan as amended and restated effective July 13, 2020 (reflecting amendments since July 13, 2020) (the “2013 Stock Plan”), and the Company’s Form of Fiscal 2026 Performance Restricted Stock Agreement, Form of Fiscal 2026 Restricted Stock Agreement, and Form of Fiscal 2026 Non-Qualified Stock Option Agreement, respectively (except that the grant dates, vesting dates, and option exercise price are different as set forth above). Ms. Flanagan’s annual base salary, annual bonus opportunity, and long-term incentive opportunity were not adjusted in connection with her appointment as Interim CFO.

SIGNATURES

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: January 23, 2026

	AAR CORP.
	By:	/s/ Jessica A. Garascia
		Jessica A. Garascia
		Senior Vice President, General Counsel, Chief Administrative Officer and Secretary

FAQ

What change did AAR CORP. (AIR) disclose for its Interim CFO?

AAR CORP. reported that its Human Capital and Compensation Committee approved additional equity awards for Sarah L. Flanagan in connection with her role as Interim Chief Financial Officer and Vice President, Financial Operations. These awards increase her long-term incentive for Fiscal 2026, recognizing her assumption of the interim CFO responsibilities while the company searches for a permanent CFO.

How much additional equity compensation is granted to AAR CORP.’s Interim CFO?

The committee approved new equity awards for Ms. Flanagan with a combined value of approximately $500,000, calculated using AAR CORP.’s stock price at the close of trading on January 22, 2026, which is the Grant Date referenced in the disclosure.

How is the new equity package for AAR CORP. (AIR) Interim CFO structured?

The additional long-term incentive value is delivered as a mix of equity instruments: 60% performance-based restricted stock, 20% time-based restricted stock, and 20% stock options. Each component uses a $107.74 per share grant date fair value or option exercise price, based on the closing stock price on the Grant Date.

What are the vesting terms for the AAR CORP. equity grants to the Interim CFO?

The performance-based and time-based restricted stock each vest in full on the third anniversary of the January 22, 2026 Grant Date. The stock options vest in three equal installments on the first, second, and third anniversaries of that same Grant Date, aligning the awards with a multi-year service period.

What performance period applies to AAR CORP.’s performance-based restricted stock for the Interim CFO?

The performance-based restricted stock granted to Ms. Flanagan uses the same performance measures and performance period as the Fiscal 2026 performance-based awards granted to other executive officers on July 23, 2025. The performance measurement period covers three fiscal years ending May 31, 2028.

Did AAR CORP. change the Interim CFO’s salary or bonus when adjusting her equity awards?

No. The disclosure states that Ms. Flanagan’s annual base salary, annual bonus opportunity, and long-term incentive opportunity were not adjusted in connection with her appointment as Interim CFO. Only her long-term incentive award for Fiscal 2026 was increased through the new equity grants.

Under what plan were the new AAR CORP. equity awards to the Interim CFO granted?

The performance-based restricted stock, time-based restricted stock, and stock options were granted under AAR CORP.’s 2013 Stock Plan, as amended and restated effective July 13, 2020. They are subject to that plan and the company’s Fiscal 2026 performance restricted stock, restricted stock, and non-qualified stock option agreement forms, with customized grant dates, vesting dates, and exercise price.