AAR CORP (NYSE: AIR) director receives 127 phantom stock units as deferred pay

Rhea-AI Filing Summary

LEDUC ROBERT F reported acquisition or exercise transactions in this Form 4 filing.

AAR CORP director Robert F. Leduc received a grant of 127 shares of phantom stock tied to AAR CORP common stock. The award was granted at an economic reference price of $112.62 per share and increases his phantom stock holdings to 5,340 shares.

Each phantom stock share is the economic equivalent of one share of common stock and becomes payable, in cash or stock at his election, upon his termination of service as a director or on other dates he specifies under the Non-Employee Directors' Deferred Compensation Plan.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider LEDUC ROBERT F

Role null

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	127	$112.62	$14K

Holdings After Transaction: Phantom Stock — 5,340 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Phantom stock grant: 127 shares Reference price per phantom share: $112.62 per share Total phantom stock after grant: 5,340 shares +2 more

5 metrics

Phantom stock grant 127 shares Grant of phantom stock on 2026-05-29

Reference price per phantom share $112.62 per share Economic equivalent value on grant date

Total phantom stock after grant 5,340 shares Phantom stock holdings following transaction

Underlying common stock equivalent 127 shares Each phantom share equals one common share economically

Phantom stock expiration date 2050-05-29 Stated expiration for this phantom stock award

Key Terms

Phantom Stock, Non-Employee Directors' Deferred Compensation Plan, economic equivalent

3 terms

Phantom Stock financial

"Each share of phantom stock is the economic equivalent of one share of common stock."

A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.

Non-Employee Directors' Deferred Compensation Plan financial

"pursuant to the Non-Employee Directors' Deferred Compensation Plan."

economic equivalent financial

"Each share of phantom stock is the economic equivalent of one share of common stock."

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Form 4 Insider Transactions: What Each Field Means →

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			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	$112.62(1)	05/29/2026		A		127		05/29/2026	05/29/2050	Common Stock	127	$112.62	5,340	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	06/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did AAR CORP (AIR) report for Robert F. Leduc?

AAR CORP reported that director Robert F. Leduc received 127 shares of phantom stock. This award is a form of deferred compensation economically equivalent to common stock and is linked to the company’s Non-Employee Directors' Deferred Compensation Plan.

How many phantom stock shares does Robert F. Leduc hold after this AAR CORP grant?

After the 127-share phantom stock grant, Robert F. Leduc holds 5,340 phantom stock shares. These units mirror the value of AAR CORP common stock and are payable later in cash or stock, depending on his election under the plan.

What is phantom stock in the context of AAR CORP (AIR)?

At AAR CORP, each share of phantom stock is the economic equivalent of one share of common stock. The value tracks the stock, but it is paid later in cash or common shares under the Non-Employee Directors' Deferred Compensation Plan.

When will Robert F. Leduc’s AAR CORP phantom stock become payable?

Leduc’s phantom stock becomes payable upon his termination of service as a director or on other dates he specifies. Payment can be made in cash or AAR CORP common stock under the Non-Employee Directors' Deferred Compensation Plan.

What are the key terms of the 127-share phantom stock grant at AAR CORP?

The 127-share phantom stock grant was awarded at a reference price of $112.62 per share. Each unit equals one common share economically and is payable in cash or stock on specified future dates under the Non-Employee Directors' Deferred Compensation Plan.