AAR CORP (AIR) director discloses 436 phantom stock units, total 53,442 held

Rhea-AI Filing Summary

AAR CORP director reports new phantom stock award

A director of AAR CORP (AIR) reported receiving an award of 436 shares of phantom stock on 11/28/2025. The filing shows these phantom stock units at a reference value of $83.21 per unit and indicates they are economically equivalent to shares of AAR CORP common stock.

After this transaction, the director is reported as beneficially owning 53,442 derivative securities in the form of phantom stock, held directly. According to the disclosure, the phantom stock will be settled in either cash or common stock, at the director’s election, upon termination of board service or on other dates chosen under the company’s Non-Employee Directors' Deferred Compensation Plan.

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^*

WALFISH MARC JAY

(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)
11/28/2025

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	$83.21(1)	11/28/2025		A		436		11/28/2025	11/30/2050	Common Stock	436	$83.21	53,442	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	12/01/2025
	** 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 insider transaction did AAR CORP (AIR) report on November 28, 2025?

AAR CORP reported that a director received an award of 436 shares of phantom stock on 11/28/2025, as disclosed in a Form 4 filing.

What is the value reference for the phantom stock reported by AAR CORP (AIR)?

The phantom stock award is listed with a reference value of $83.21 per phantom stock unit in the Form 4.

How many phantom stock units does the AAR CORP (AIR) director own after this transaction?

Following the reported transaction, the director beneficially owns 53,442 derivative securities in the form of phantom stock, held directly.

What does phantom stock mean in the AAR CORP (AIR) director’s compensation?

Each share of phantom stock is described as the economic equivalent of one share of common stock, tracking the value of AAR CORP’s common shares.

When will the AAR CORP (AIR) phantom stock be paid out to the director?

The phantom stock becomes payable, in cash or common stock at the director’s election, upon the director’s termination of service as a director or on other dates chosen under the Non-Employee Directors' Deferred Compensation Plan.

Is the AAR CORP (AIR) director a 10% owner according to this filing?

The Form 4 identifies the reporting person as a Director. The 10% owner box is not marked as selected in the provided excerpt.