[Form 4] AAR Corp. Insider Trading Activity

Rhea-AI Filing Summary

AAR CORP (AIR) – Form 4 filing dated 07/25/2025

Senior Vice President & Chief Commercial Officer Christopher A. Jessup reported equity grants made on 07/23/2025. Two restricted stock awards were received under Rule 16b-3 exemptions:

• 3,940 shares of common stock
• 11,820 shares of performance-based restricted stock

Both grants carried a stated price of $0. Following the awards, Jessup’s direct ownership rose from 75,104.525 to 86,924.525 shares.

Derivative grant: Jessup was also awarded 10,900 non-qualified stock options with a strike price of $79.45. The options vest in three equal annual installments beginning 31 Jul 2026 (33⅓ % each year) and expire 23 Jul 2035.

No shares were sold and no cash transactions were reported. All activity represents compensation-related awards designed to further align executive incentives with shareholder value.

Insights

Financial Analyst

TL;DR: Routine incentive grants; increased insider alignment, neutral market impact.

The filing shows compensation-based equity awards rather than discretionary buying. Jessup’s ownership increases by roughly 11,800 shares plus 10,900 options, signaling continued commitment but not signaling a market-timing view because no personal cash was deployed. The option strike of $79.45 sits near current market prices (not disclosed here), providing upside leverage over a 10-year horizon. Vesting dates beginning in FY-26 create long-term retention. From a governance perspective this is typical for senior leadership and does not alter control dynamics. I classify the filing as neutral for valuation and liquidity.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Jessup Christopher A.

(Last) (First) (Middle)

1100 N. WOOD DALE ROAD

(Street)

WOOD DALE IL 60191

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President-CCO

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/23/2025		A		3,940(1)	A	$0	75,104.525	D
Common Stock	07/23/2025		A		11,820(2)	A	$0	86,924.525	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	$79.45	07/23/2025		A		10,900		07/31/2026(3)	07/23/2035	Common Stock	10,900	$0	10,900	D

Explanation of Responses:

1. Award of stock pursuant to a Restricted Stock Agreement in a transaction exempt under Rule 16b-3.

2. Award of stock pursuant to a Performance Restricted Stock Agreement in a transaction exempt under Rule 16b-3.

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 and 1/3% on each July 31, 2026, July 31, 2027 and July 31, 2028.

	/s/ Katherine Kwiat, power of attorney	07/25/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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