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AAR CORP (NYSE: AIR) CEO receives 211,705-share equity award package

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(Neutral)
Form Type
4

Rhea-AI Filing Summary

Holmes John McClain III reported acquisition or exercise transactions in this Form 4 filing.

AAR CORP Chairman, President & CEO John McClain Holmes III received equity awards totaling 211,705 shares of common stock on July 23, 2026. The grants comprise 20,082 shares under a Restricted Stock Agreement, 30,123 shares under a Performance Restricted Stock Agreement, and 161,500 performance-based shares awarded under a Performance Restricted Stock Agreement, each exempt under Rule 16b-3.

The 161,500-share performance-based award cliff vests on July 31, 2031, subject to Mr. Holmes’ continued service (with limited exceptions) and may only be earned if stock price vesting conditions are achieved. These conditions require the 30-day volume weighted average trading price to meet or exceed stock price hurdles of $175, $200, and $275 on or before July 31, 2031, with one-third of the shares tied to each hurdle. The reported share amount for this award assumes the target stock price metrics are met.

Positive

  • None.

Negative

  • None.
Insider Holmes John McClain III
Role Chairman, President & CEO
Type Security Shares Price Value
Grant/Award Common Stock F1 20,082 $0.00 $0.00
Grant/Award Common Stock F2 30,123 $0.00 $0.00
Grant/Award Common Stock F3 161,500 $0.00 $0.00
Holdings After Transaction: Common Stock — 481,725 shares (Direct)
Footnotes (3)
  1. F1. Award of stock pursuant to a Restricted Stock Agreement in a transaction exempt under Rule 16b-3.
  2. F2. Award of stock pursuant to a Performance Restricted Stock Agreement in a transaction exempt under Rule 16b-3.
  3. F3. Award of stock pursuant to a Performance Restricted Stock Agreement in a transaction exempt under Rule 16b-3. The performance-based stock cliff vests on July 31, 2031 (the "Vesting Date"), subject to Mr. Holmes' continued service through such date (other than in certain limited circumstances), and may only be earned based on, and to the extent of, the achievement of stock price vesting conditions that will be met when the 30-day volume weighted average trading price of a share of the Company's common stock meets or exceeds one or more of the following stock price hurdle thresholds on or prior to July 31, 2031: (1) $175 stock price - one-third shares will vest on the Vesting Date; (2) $200 stock price - an additional one-third shares will vest on the Vesting Date; and (3) $275 stock price - an additional one-third shares will vest on the Vesting Date. The number of shares reported herein assumes the target stock price metrics are met.
Restricted stock award 20,082 shares Shares of restricted stock awarded to Mr. Holmes on July 23, 2026 under a Restricted Stock Agreement.
Performance restricted stock award 30,123 shares Performance restricted stock awarded to Mr. Holmes on July 23, 2026 pursuant to a Performance Restricted Stock Agreement.
Performance-based award (target) 161,500 shares Performance-based stock awarded that cliff vests on July 31, 2031, assuming target stock price metrics are met.
First stock price hurdle $175 stock price One-third of the performance-based shares vest if the 30-day VWAP meets or exceeds $175 by July 31, 2031.
Second stock price hurdle $200 stock price An additional one-third of the performance-based shares vest if the 30-day VWAP meets or exceeds $200 by July 31, 2031.
Third stock price hurdle $275 stock price Final one-third of the performance-based shares vest if the 30-day VWAP meets or exceeds $275 by July 31, 2031.
Restricted Stock Agreement financial
"Award of stock pursuant to a Restricted Stock Agreement in a transaction exempt"
Performance Restricted Stock Agreement financial
"Award of stock pursuant to a Performance Restricted Stock Agreement in a transaction"
Rule 16b-3 regulatory
"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.
30-day volume weighted average trading price financial
"when the 30-day volume weighted average trading price of a share of the"
stock price hurdle thresholds financial
"meets or exceeds one or more of the following stock price hurdle thresholds"

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FAQ

What did AAR CORP (AIR) CEO John McClain Holmes III receive in this Form 4 filing?
He received 211,705 shares of AAR CORP common stock as equity awards on July 23, 2026, including restricted stock and performance-based restricted stock grants, all structured as stock awards exempt under Rule 16b-3.

How many performance-based restricted shares did AAR CORP (AIR) grant to its CEO?
AAR CORP granted 161,500 performance-based shares of common stock to its CEO. These shares cliff vest on July 31, 2031, and may only be earned if specified stock price hurdles based on a 30-day volume weighted average price are achieved.

What are the stock price hurdles tied to the AAR CORP (AIR) CEO’s 161,500-share award?
The 161,500-share award uses three stock price hurdles: $175, $200, and $275. If the 30-day volume weighted average price meets or exceeds each level by July 31, 2031, one-third of the shares linked to each hurdle vest on the vesting date.

When do the AAR CORP (AIR) CEO’s performance-based shares vest?
The 161,500 performance-based shares cliff vest on July 31, 2031. Vesting is subject to Mr. Holmes’ continued service, with limited exceptions, and the achievement of stock price vesting conditions based on 30-day volume weighted average trading prices.

What types of equity agreements were used in the AAR CORP (AIR) CEO’s recent awards?
Awards included a Restricted Stock Agreement for 20,082 shares and Performance Restricted Stock Agreements for 30,123 and 161,500 shares. All awards are described as transactions exempt under Rule 16b-3 for insider compensation.

Does the AAR CORP (AIR) Form 4 indicate any stock sales by the CEO?
No. The Form 4 reports only acquisitions of common stock through equity awards. All three transactions are coded as grants or awards (code “A”), with no reported sales or dispositions in this filing.
SEC Form 4
FORM 4UNITED 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*
Holmes John McClain III
(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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman, President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/23/2026A20,082(1)A$0290,102D
Common Stock07/23/2026A30,123(2)A$0320,225D
Common Stock07/23/2026A161,500(3)A$0481,725D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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.
2. Award of stock pursuant to a Performance Restricted Stock Agreement in a transaction exempt under Rule 16b-3.
3. Award of stock pursuant to a Performance Restricted Stock Agreement in a transaction exempt under Rule 16b-3. The performance-based stock cliff vests on July 31, 2031 (the "Vesting Date"), subject to Mr. Holmes' continued service through such date (other than in certain limited circumstances), and may only be earned based on, and to the extent of, the achievement of stock price vesting conditions that will be met when the 30-day volume weighted average trading price of a share of the Company's common stock meets or exceeds one or more of the following stock price hurdle thresholds on or prior to July 31, 2031: (1) $175 stock price - one-third shares will vest on the Vesting Date; (2) $200 stock price - an additional one-third shares will vest on the Vesting Date; and (3) $275 stock price - an additional one-third shares will vest on the Vesting Date. The number of shares reported herein assumes the target stock price metrics are met.
/s/ Katherine Kwiat, power of attorney07/24/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR