AAR CORP (AIR) interim CFO receives stock and option awards

Rhea-AI Filing Summary

AAR CORP reported that Interim CFO and VP Finance Operations Sarah Louise Flanagan received new equity awards on January 22, 2026. She was granted 930 shares of common stock under a Restricted Stock Agreement and 2,785 shares of common stock under a Performance Restricted Stock Agreement, both at a price of $0 as compensation, bringing her directly held common stock to 32,848 shares.

On the same date, she was also granted a stock option for 2,510 shares of common stock at an exercise price of $107.74 per share. This option vests in three equal annual installments of 33 1/3% each on January 22, 2027, January 22, 2028, and January 22, 2029, leaving her with 2,510 stock options outstanding after the award.

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).

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^*

Flanagan Sarah Louise

(Last) (First) (Middle)

1100 N. WOOD DALE RD.

(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)
	Interim CFO VP Fin Ops

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2026

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	01/22/2026		A		930(1)	A	$0	30,063	D
Common Stock	01/22/2026		A		2,785(2)	A	$0	32,848	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	$107.74	01/22/2026		A		2,510		01/22/2027(3)	01/22/2036	Common Stock	2,510	$0	2,510	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 January 22, 2027 and shall vest as follows: 33 1/3% on each of January 22, 2027, January 22, 2028 and January 22, 2029.

	/s/ Katherine Kwiat, power of attorney	01/23/2026
	** 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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FAQ

What insider transaction did AAR CORP (AIR) report for January 22, 2026?

AAR CORP reported that Interim CFO and VP Finance Operations Sarah Louise Flanagan received equity grants on January 22, 2026, including restricted stock, performance-based restricted stock, and stock options.

How many AAR CORP (AIR) common shares did the interim CFO receive?

Sarah Louise Flanagan received 930 shares of common stock under a Restricted Stock Agreement and 2,785 shares of common stock under a Performance Restricted Stock Agreement, all reported at a price of $0 per share.

What stock option grant did the AAR CORP interim CFO receive?

She was granted a stock option for 2,510 shares of AAR CORP common stock with an exercise price of $107.74 per share, reported as an acquisition transaction.

When do the AAR CORP stock options granted to the interim CFO vest?

The 2,510-share stock option vests in three equal installments of 33 1/3% each on January 22, 2027, January 22, 2028, and January 22, 2029.

How many AAR CORP shares does the interim CFO own after these grants?

Following the reported stock grants, Sarah Louise Flanagan directly owns 32,848 shares of AAR CORP common stock and 2,510 stock options linked to common shares.

Are the AAR CORP equity awards to the interim CFO exempt under Rule 16b-3?

Yes. The filing states that the restricted stock and performance restricted stock awards are made pursuant to agreements in transactions exempt under Rule 16b-3.