AIR Form 4: Marc J. Walfish Receives 479 Deferred Phantom Shares

Rhea-AI Filing Summary

Marc Jay Walfish, a director of AAR Corp. (AIR), acquired 479 units of phantom stock on 08/29/2025 valued at $75.66 each, representing the economic equivalent of 479 shares of common stock. The filing shows those phantom units become payable in cash or common stock upon his termination of service or on other dates specified by the Non-Employee Directors' Deferred Compensation Plan. After this award, Mr. Walfish beneficially owns 53,006 shares of AAR Corp., reported as direct ownership.

Positive

• Granted 479 phantom stock units under the Non-Employee Directors' Deferred Compensation Plan on 08/29/2025
• Phantom units are economically equivalent to common stock and become payable in cash or common stock per the plan
• Reporting showed continued direct beneficial ownership totaling 53,006 shares after the award

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director deferred-compensation award; increases director stake but appears non-material to control.

The Form 4 documents a standard non-employee director compensation event: a grant of 479 phantom stock units at $75.66 per unit awarded on 08/29/2025 under the companys deferred compensation plan. Phantom units mirror common shares economically and are payable in cash or stock upon termination or other plan-specified dates. This is compensation-related rather than a market purchase or sale, and the reported post-transaction beneficial ownership of 53,006 shares confirms ongoing alignment with shareholder interests. There is no indication of accelerated vesting, sale, or hedging activity in this filing.

Securities Analyst

TL;DR: Disclosure is informational and routine; limited market impact expected from this single director award.

The transaction code and table indicate an acquisition (A) of 479 phantom stock units exercisable immediately for economic exposure, with an underlying valuation of $75.66 per unit. Because phantom stock is payable in cash or shares per the plan, the event does not represent an open-market purchase that would change float or signal a trading intent. The filing provides clear figures: 479 units granted and total beneficial ownership of 53,006 shares following the award, which is unlikely to materially affect liquidity or valuation metrics for AIR.

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
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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).

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^*

WALFISH MARC JAY

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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

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
Phantom Stock	$75.66(1)	08/29/2025		A		479		08/29/2025	08/31/2050	Common Stock	479	$75.66	53,006	D

Explanation of Responses:

1. Each share of phantom stock is the economic equivalent of one share of common stock. The shares of phantom stock become payable, in cash or common stock, at the election of the reporting person, upon the reporting person's termination of service as a director or on other dates as specified by the director pursuant to the Non-Employee Directors' Deferred Compensation Plan.

	/s/ Katherine Kwiat, power of attorney	09/02/2025
	** 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 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.

FAQ

What transaction did AAR Corp. (AIR) director Marc Jay Walfish report on Form 4?

The Form 4 reports the acquisition of 479 phantom stock units on 08/29/2025 valued at $75.66 per unit.

How many AAR Corp. shares does Marc Jay Walfish beneficially own after the reported transaction?

Following the transaction, Mr. Walfish beneficially owns 53,006 shares of AAR Corp. reported as direct ownership.

What is the nature of the phantom stock reported on the Form 4 for AIR?

Each phantom stock unit is the economic equivalent of one share of common stock and is payable in cash or common stock upon termination or other plan-specified dates.

When were the phantom stock units granted to the reporting person?

The phantom stock units were granted on 08/29/2025 as shown in Table II of the Form 4.

Does the Form 4 indicate a market purchase or sale by the director?

No; the filing shows a compensation-related award of phantom stock units (transaction code A), not an open-market purchase or sale.