AAR CORP (NYSE: AIR) interim CFO details stock and option ownership

Rhea-AI Filing Summary

AAR CORP’s interim CFO and VP of Financial Operations reported her beneficial ownership of company securities as of 12/11/2025. She directly holds 29,133 shares of AAR CORP common stock. In addition, she holds multiple stock options to buy common shares at set prices, with exercise periods running through 2035. For example, one stock option for 6,915 shares at $58.27 per share becomes exercisable in stages from July 31, 2024 to July 31, 2026, and another for 6,860 shares at $67.02 per share vests in three installments between July 31, 2025 and July 31, 2027. A further award of 6,090 option shares at $79.45 per share is scheduled to vest in equal annual thirds on July 31 of 2026, 2027, and 2028.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Flanagan Sarah Louise

(Last) (First) (Middle)

1100 N. WOOD DALE RD.

(Street)

WOOD DALE IL 60191

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2025

3. Issuer Name and Ticker or Trading Symbol
AAR CORP [ AIR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim CFO VP Fin Ops

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	29,133	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	07/31/2019	07/09/2028	Common Stock	9,150	$48.09	D
Stock Option	07/31/2020	07/08/2029	Common Stock	10,750	$37.66	D
Stock Option	07/31/2022	07/12/2031	Common Stock	9,515	$37.74	D
Stock Option	03/25/2023	03/25/2032	Common Stock	28	$50.93	D
Stock Option	07/31/2023	07/18/2032	Common Stock	9,940	$41.88	D
Stock Option	07/31/2024(1)	07/24/2033	Common Stock	6,915	$58.27	D
Stock Option	07/31/2025(2)	07/22/2034	Common Stock	6,860	$67.02	D
Stock Option	07/31/2026(3)	07/23/2035	Common Stock	6,090	$79.45	D

Explanation of Responses:

1. The option became exercisable as to 2,305 shares on July 31, 2024 and 2,305 shares on July 31, 2025 and becomes exercisable as to the remaining 2,305 shares on July 31, 2026.

2. The option became exercisable as to 2,286 shares on July 31, 2025 and becomes exercisable as to 2,286 of the remaining shares on July 31, 2026 and 2,288 of the remaining shares on July 31, 2027.

3. The awarded stock option vests and becomes exercisable in 1/3 annual installments beginning on July 31, 2026 and shall vest as follows: 33 1/3% on each of July 31, 2026, July 31, 2027 and July 31, 2028.

	/s/ Katherine Kwiat, power of attorney	12/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider position is reported for AAR CORP (AIR) in this filing?

The filing reports holdings for an officer of AAR CORP who serves as Interim CFO VP Fin Ops.

How many AAR CORP (AIR) common shares does the insider directly own?

The insider directly owns 29,133 shares of AAR CORP Common Stock, reported as beneficially owned in Table I.

What stock options does the AAR CORP (AIR) insider hold and when do they expire?

The insider holds several stock options on AAR CORP common stock with expiration dates ranging from 07/09/2028 to 07/23/2035, each with different exercise prices and share amounts.

How do some of the AAR CORP (AIR) options for the interim CFO vest?

One option for 6,915 shares at $58.27 per share vests in three equal parts on July 31, 2024, July 31, 2025, and July 31, 2026. Another for 6,860 shares at $67.02 per share vests in installments on July 31, 2025, July 31, 2026, and July 31, 2027.

What is the vesting schedule for the AAR CORP (AIR) stock option expiring in 2035?

The stock option expiring on 07/23/2035 for 6,090 shares at an exercise price of $79.45 vests in 1/3 annual installments beginning on July 31, 2026, with 33 1/3% vesting on each of July 31, 2026, July 31, 2027, and July 31, 2028.

Is this AAR CORP (AIR) insider ownership filing for one or multiple reporting persons?

The form is filed by one reporting person, as indicated by the selection in the individual filing section.