AAR insider: 188 phantom stock units awarded to director; 4,920 shares beneficially owned

Rhea-AI Filing Summary

Robert F. Leduc, a director of AAR CORP (AIR), was granted 188 units of phantom stock on 08/29/2025 with an economic value tied to the company's common stock price of $75.66 per share. Each phantom share represents the economic equivalent of one common share and becomes payable in cash or common stock at the reporting person's election upon termination of service or on other plan-specified dates under the Non-Employee Directors' Deferred Compensation Plan.

Following this grant, the reporting person's total beneficial ownership of common stock equivalents is reported as 4,920 shares. The filing indicates the units are exercisable immediately and expire 08/31/2050, showing this is a deferred compensation mechanism for a director rather than an open-market purchase or sale.

Positive

• Director alignment: Grant of phantom stock ties director compensation to AIR share performance, aligning interests with shareholders.
• Clear disclosure: The filing specifies unit count (188), per-unit value ($75.66), and plan payout mechanics, aiding investor transparency.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received 188 phantom stock units worth $75.66 each, increasing reported beneficial ownership to 4,920 shares; this is a compensation grant, not an open-market trade.

The grant of 188 phantom stock units is recorded as a non-derivative economic equivalent tied to common stock at $75.66 per share. Because phantom shares are payable in cash or stock under the deferred compensation plan, this is primarily a governance/compensation event with limited immediate cashflow or dilution impact. The increase to 4,920 in beneficially owned shares reflects inclusion of deferred units in ownership totals, which may modestly align the director's incentives with shareholders without altering outstanding share count until conversion.

Corporate Governance Expert

TL;DR: Routine director deferred-compensation grant that aligns pay with shareholder outcomes; no red flags in disclosure.

The filing documents a standard Non-Employee Directors' Deferred Compensation Plan award. Phantom stock that vests or pays out on termination is a common tool to retain directors and link compensation to equity performance. The disclosure is clear about payout options and treatment, and there are no indications of accelerated vesting or related-party transactions beyond the director relationship.

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^*

LEDUC ROBERT F

(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		188		08/29/2025	08/31/2050	Common Stock	188	$75.66	4,920	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 did AAR Corp (AIR) director Robert F. Leduc receive?

He was granted 188 phantom stock units valued at $75.66 per unit, each equivalent to one share of common stock.

How many common stock equivalents does the reporting person own after the transaction?

The filing reports 4,920 shares beneficially owned following the reported transaction.

When are the phantom stock units payable and how are they paid?

Phantom shares become payable upon the director's termination of service or on other plan-specified dates and may be paid in cash or common stock at the reporting person's election.

Do the phantom stock units immediately dilute AAR's outstanding shares?

No immediate dilution is reported; phantom stock are economic equivalents that convert to cash or stock upon payout, so dilution only occurs if paid in common stock at that time.

What is the expiration date or term associated with these units?

The filing indicates an expiration or plan date of 08/31/2050 for the related derivative scheduling information.