AAR Corp. Insider Trades: Gillen Nets 11k Shares, Sells 18k at $77

Rhea-AI Filing Summary

AAR Corp. (AIR) – Form 4 filing, 25 Jul 2025. CFO Sean M. Gillen reported a series of same-day equity transactions on 23 Jul 2025.

• Equity awards: 3,815 restricted shares and 11,445 performance-based shares were granted at no cost under Rule 16b-3.
• Option grant: 10,550 new options with a $79.45 strike, vesting 1/3 annually starting 31 Jul 2026, expiring 23 Jul 2035.
• Option exercises: 18,000 options were exercised at strike prices of $18.94, $37.74, $41.88 and $58.27.
• Open-market sales: An equal 18,000 shares were sold at a weighted average price of $77.374 (range $76.43-$79.16) to monetize gains or cover taxes.
• Net share change: Beneficial ownership rose from 88,423.203 to 99,868.203 shares (+11,445 shares, +13%), suggesting the executive retained all performance stock while liquidating the option-exercise shares.

The filing signals continued long-term alignment through a larger outright share position and a sizeable fresh option grant, but the simultaneous sale neutralises near-term sentiment. No cash flow, earnings or guidance information was provided.

Positive

• Beneficial ownership increased by 11,445 shares, signalling continued commitment from the CFO.
• Grant of 10,550 new options aligned with long-term shareholder value, vesting through 2028.
• No shares were sold below exercise price; sales simply monetised in-the-money options without reducing core stake.

Negative

• 18,000 shares sold at $77.374 average could be read as short-term profit taking.
• Option exercise-and-sell pattern may dilute perceived bullishness of the insider activity.

Insights

Equity Compensation Analyst

TL;DR: Net ownership up 13% despite option-exercise sales; new 10.6k options deepen long-term alignment.

Gillen accepted 15.3k share awards and a 10.6k option grant struck near current market ($79.45), indicating confidence in upside. Exercising 18k deep-in-the-money options and immediately selling the shares locks in gains (~$1.0 m pre-tax) but leaves his overall stake higher. The matched sale removes short-term supply overhang, while the increased outright ownership and out-of-the-money option grant tie compensation to future appreciation. From a governance perspective, this is a routine comp event; valuation impact is modest.

Sell-Side Aerospace Analyst

TL;DR: Filing is largely neutral; no operational signal, but insider still raises core stake.

The trades reflect a standard refresh of equity incentives around fiscal year-end. The sale at ~$77 aligns with AIR’s recent highs, yet beneficial ownership climbs to ~100k shares, worth ~$7.7 m — not the behaviour of an insider exiting. The new option strike sits above the sale price, implying upside expectation. Investors should view the activity as housekeeping rather than a read-through on fundamentals.

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).

1. Name and Address of Reporting Person^*

Gillen Sean M.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior VP-CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

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
Common Stock	07/23/2025		A		3,815(1)	A	$0	88,423.203	D
Common Stock	07/23/2025		A		11,445(2)	A	$0	99,868.203	D
Common Stock	07/23/2025		M		8,000	A	$18.94	107,868.203	D
Common Stock	07/23/2025		S		8,000	D	$77.374(3)	99,868.203	D
Common Stock	07/23/2025		M		4,000	A	$37.74	103,868.203	D
Common Stock	07/23/2025		S		4,000	D	$77.374(3)	99,868.203	D
Common Stock	07/23/2025		M		4,000	A	$41.88	103,868.203	D
Common Stock	07/23/2025		S		4,000	D	$77.374(3)	99,868.203	D
Common Stock	07/23/2025		M		2,000	A	$58.27	101,868.203	D
Common Stock	07/23/2025		S		2,000	D	$77.374(3)	99,868.203	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	$79.45	07/23/2025		A		10,550		07/31/2026(4)	07/23/2035	Common Stock	10,550	$0	10,550	D
Stock Option	$18.94	07/23/2025		M			8,000	07/31/2021(5)	07/13/2030	Common Stock	8,000	$0	39,870	D
Stock Option	$37.74	07/23/2025		M			4,000	07/31/2022(6)	07/12/2031	Common Stock	4,000	$0	3,970	D
Stock Option	$41.88	07/23/2025		M			4,000	07/31/2023(7)	07/18/2032	Common Stock	4,000	$0	8,065	D
Stock Option	$58.27	07/23/2025		M			2,000	07/31/2024(8)	07/24/2033	Common Stock	2,000	$0	4,715	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 price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $76.43 to $79.16 inclusive. The reporting person undertakes to provide AAR CORP., any security holder of AAR CORP., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The awarded stock option vests and becomes exercisable in 1/3 annual installments beginning on July 31, 2026 and shall vest as follows: 33 and 1/3% on each of July 31, 2026, July 31, 2027 and July 31, 2028.

5. The awarded stock option vested and became exercisable in 1/3 annual installments beginning on July 31, 2021 and vested as follows: 33 and 1/3% on each of July 31, 2021, July 31, 2022 and July 31, 2023.

6. The awarded stock option vested and became exercisable in 1/3 annual installments beginning on July 31, 2022 and vested as follows: 33 and 1/3% on each of July 31, 2022, July 31, 2023 and July 31, 2024.

7. The awarded stock option vests and becomes exercisable in 1/3 annual installments beginning on July 31, 2023 and shall vest as follows: 33 and 1/3% on each of July 31, 2023, July 31, 2024 and July 31, 2025.

8. The awarded stock option vests and becomes exercisable in 1/3 annual installments beginning on July 31, 2024 and shall vest as follows: 33 and 1/3% on each of July 31, 2024, July 31, 2025, and July 31, 2026.

	/s/ Katherine Kwiat, power of attorney	07/25/2025
	** 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

How many AAR (AIR) shares does CFO Sean Gillen now own?

He beneficially owns 99,868.203 common shares after the reported transactions.

What new equity awards did the CFO receive?

He received 3,815 restricted shares, 11,445 performance shares, and 10,550 stock options at a $79.45 strike.

Did the insider sell any shares?

Yes, 18,000 shares were sold at a weighted average price of $77.374 on 23 Jul 2025.

How many options were exercised and at what prices?

A total of 18,000 options were exercised at strikes of $18.94, $37.74, $41.88 and $58.27.

Is the Form 4 filing considered bullish or bearish?

Overall impact is neutral; the insider increased net holdings but simultaneously liquidated exercised shares.