AAR CORP (AIR) director John Dietrich receives 1,364-share restricted stock grant

Rhea-AI Filing Summary

DIETRICH JOHN W reported acquisition or exercise transactions in this Form 4 filing.

AAR CORP director John W. Dietrich received a grant of 1,364 shares of common stock on June 1, 2026. The award was made at a reported price of $0.0000 per share, reflecting a stock grant rather than an open-market purchase. Following this award, Dietrich directly holds 8,426 shares of AAR CORP common stock. The shares were granted under a Restricted Stock Agreement in a transaction exempt under Rule 16b-3.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider DIETRICH JOHN W

Role null

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	1,364	$0.00	--

Holdings After Transaction: Common Stock — 8,426 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Stock grant size: 1,364 shares Grant price per share: $0.0000 per share Shares held after grant: 8,426 shares

3 metrics

Stock grant size 1,364 shares Common Stock award on June 1, 2026

Grant price per share $0.0000 per share Reported transaction price for the award

Shares held after grant 8,426 shares Total direct AAR CORP common shares after transaction

Key Terms

Restricted Stock Agreement, Rule 16b-3, Grant, award, or other acquisition

3 terms

Restricted Stock Agreement financial

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

Rule 16b-3 regulatory

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

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

Grant, award, or other acquisition financial

"transaction_code_description: Grant, award, or other acquisition"

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Form 4 Insider Transactions: What Each Field Means →

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^*

DIETRICH JOHN W

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

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	06/01/2026		A		1,364(1)	A	$0	8,426	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. Award of stock pursuant to a Restricted Stock Agreement in a transaction exempt under Rule 16b-3.

	/s/ Katherine Kwiat, power of attorney	06/03/2026
	** 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)

FAQ

What did AAR CORP (AIR) director John W. Dietrich report on this Form 4?

Director John W. Dietrich reported receiving 1,364 shares of AAR CORP common stock as a grant. The award was made under a Restricted Stock Agreement and is categorized as a grant or award acquisition, not an open-market stock purchase or sale.

How many AAR CORP (AIR) shares does John W. Dietrich hold after this transaction?

After the reported grant, John W. Dietrich directly holds 8,426 shares of AAR CORP common stock. This figure reflects his position immediately following the 1,364-share stock award disclosed in the Form 4 insider transaction report.

Was the AAR CORP (AIR) Form 4 transaction an open-market buy or sell?

The Form 4 transaction was not an open-market buy or sell. It is coded as a grant, award, or other acquisition, with a reported price of $0.0000 per share, indicating a compensation-related stock grant rather than a market trade.

What is the significance of Rule 16b-3 in John W. Dietrich’s AAR CORP (AIR) stock grant?

The footnote states the shares were awarded under a Restricted Stock Agreement in a transaction exempt under Rule 16b-3. This rule generally provides an exemption for certain insider compensation awards from short-swing profit rules under U.S. securities regulations.

Does the AAR CORP (AIR) Form 4 show any derivative securities for John W. Dietrich?

The filing’s derivative section is empty, indicating no derivative securities transactions were reported for John W. Dietrich in this Form 4. Only a non-derivative grant of 1,364 shares of common stock was disclosed for the stated transaction date.