AAR CORP (NYSE: AIR) SVP has 8,392 shares withheld to cover tax bill

Rhea-AI Filing Summary

AAR CORP executive Christopher A. Jessup, Senior Vice President-CCO, reported two Form 4 transactions on July 31, 2026. A total of 8,392 shares of common stock were withheld at $140.04 per share to satisfy tax withholding obligations arising from the vesting of performance-based and time-based restricted stock awards, rather than open-market sales.

Insider Trade Summary

Net Seller: 8,392 shares

Net Sell 2 txns

Insider Jessup Christopher A.

Role Senior Vice President-CCO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	7,098	$140.04	$994K
Tax Withholding	Common Stock F2	1,294	$140.04	$181K

Holdings After Transaction: Common Stock — 78,044.525 shares (Direct)

Footnotes (2)

1. F1. The reporting person is reporting the withholding of 7,098 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting of performance-based restricted stock.
2. F2. The reporting person is reporting the withholding of 1,294 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting of time-based restricted stock.

Key Figures

Shares withheld for performance-based restricted stock: 7,098 shares Shares withheld for time-based restricted stock: 1,294 shares Total shares withheld for tax obligations: 8,392 shares +1 more

4 metrics

Shares withheld for performance-based restricted stock 7,098 shares Withheld on 2026-07-31 to satisfy tax withholding obligations on performance-based restricted stock vesting

Shares withheld for time-based restricted stock 1,294 shares Withheld on 2026-07-31 to satisfy tax withholding obligations on time-based restricted stock vesting

Total shares withheld for tax obligations 8,392 shares Sum of both Form F tax-withholding dispositions reported for Christopher A. Jessup

Per-share value used for withholding $140.04 per share Applied to both non-derivative common stock withholding transactions on 2026-07-31

Key Terms

performance-based restricted stock, time-based restricted stock, tax withholding obligations, Form 4

4 terms

performance-based restricted stock financial

"withholding of 7,098 shares ... in connection with the vesting of performance-based restricted stock"

Shares granted to employees or executives that are held back and only become actual, tradable stock if the company meets predefined performance targets; until those goals are met the shares cannot be sold. Think of it like a bonus held in escrow that’s released only when specific results are achieved — investors watch these awards because they tie management pay to company outcomes, can dilute existing shareholders when released, and signal how confident or incentivized insiders are to meet growth or profitability goals.

time-based restricted stock financial

"withholding of 1,294 shares ... in connection with the vesting of time-based restricted stock"

Time-based restricted stock are company shares granted to employees or executives that become fully owned and transferable only after the recipient stays with the company for specified time periods. Think of it like receiving a wrapped gift that opens a little each year; the gradual unlocking helps keep employees motivated and tied to long-term performance. Investors watch these grants because they can dilute existing shares when they vest and signal how management is being rewarded and incentivized.

tax withholding obligations financial

"to satisfy the reporting person's tax withholding obligations in connection with the vesting"

Form 4 regulatory

"The reporting person is reporting the withholding of 7,098 shares of common stock on Form 4"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/03/2026 - 03:49 PM Accepted by SEC EDGAR 08/03/2026 - 03:48 PM Learn about SEC filing dates

FAQ

What insider activity did AAR CORP (AIR) report in this Form 4?

AAR CORP reported that Senior Vice President-CCO Christopher A. Jessup had 8,392 shares of common stock withheld at $140.04 per share on July 31, 2026 to cover tax obligations from vesting restricted stock awards.

Were the AAR CORP (AIR) shares sold on the open market in this filing?

No. The filing shows Form F transactions, meaning shares were withheld by the issuer to pay Jessup’s tax withholding obligations related to vesting restricted stock, not discretionary open-market sales to third-party buyers.

How many AAR CORP (AIR) shares were tied to performance-based restricted stock vesting?

The filing states that 7,098 shares of AAR CORP common stock were withheld specifically to satisfy Christopher A. Jessup’s tax withholding obligations from the vesting of performance-based restricted stock on July 31, 2026.

How many AAR CORP (AIR) shares were tied to time-based restricted stock vesting?

According to the Form 4, 1,294 shares of AAR CORP common stock were withheld to satisfy Christopher A. Jessup’s tax withholding obligations in connection with the vesting of time-based restricted stock on July 31, 2026.

What was the price used for the AAR CORP (AIR) tax-withholding transactions?

Both withholding transactions used a per-share value of $140.04 for AAR CORP common stock. This price applied to the 7,098 performance-based and 1,294 time-based restricted stock shares withheld to meet tax obligations.

What is Christopher A. Jessup’s role at AAR CORP (AIR) in this Form 4?

The reporting person, Christopher A. Jessup, is identified as an officer of AAR CORP, serving as Senior Vice President-CCO. The Form 4 reports tax-withholding share dispositions related to his equity compensation awards.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jessup Christopher A.

(Last) (First) (Middle)

1100 N. WOOD DALE ROAD

(Street)

WOOD DALE ILLINOIS 60191

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

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

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

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

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	07/31/2026		F(1)		7,098	D	$140.04	79,338.525	D
Common Stock	07/31/2026		F(2)		1,294	D	$140.04	78,044.525	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

Explanation of Responses:

1. The reporting person is reporting the withholding of 7,098 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting of performance-based restricted stock.

2. The reporting person is reporting the withholding of 1,294 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting of time-based restricted stock.

	/s/ Katherine Kwiat, power of attorney	08/03/2026
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)