AAR CORP (NYSE: AIR) CEO stock withheld to cover tax on RSU vesting

Rhea-AI Filing Summary

AAR CORP Chairman, President & CEO John McClain Holmes III reported withholding a total of 40,363 shares of common stock on July 31, 2026 to satisfy tax withholding obligations related to the vesting of performance-based and time-based restricted stock awards at $140.04 per share.

Insider Trade Summary

Net Seller: 40,363 shares

Net Sell 2 txns

Insider Holmes John McClain III

Role Chairman, President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	34,143	$140.04	$4.78M
Tax Withholding	Common Stock F2	6,220	$140.04	$871K

Holdings After Transaction: Common Stock — 441,362 shares (Direct)

Footnotes (2)

1. F1. The reporting person is reporting the withholding of 34,143 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting of performance-based restricted stock.
2. F2. The reporting person is reporting the withholding of 6,220 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting of time-based restricted stock.

Key Figures

Shares withheld for taxes (performance-based RS): 34,143 shares Shares withheld for taxes (time-based RS): 6,220 shares Total shares withheld for taxes: 40,363 shares +2 more

5 metrics

Shares withheld for taxes (performance-based RS) 34,143 shares Common stock withheld on 2026-07-31 to satisfy tax withholding on performance-based restricted stock vesting

Shares withheld for taxes (time-based RS) 6,220 shares Common stock withheld on 2026-07-31 to satisfy tax withholding on time-based restricted stock vesting

Total shares withheld for taxes 40,363 shares Aggregate shares withheld to satisfy tax withholding obligations on vested restricted stock awards

Reported price per share $140.04 per share Price applied to both tax-withholding transactions in AAR CORP common stock

Transaction date 2026-07-31 Date of the CEO’s tax-withholding dispositions of AAR CORP common stock

Key Terms

performance-based restricted stock, time-based restricted stock, tax withholding obligations

3 terms

performance-based restricted stock financial

"withholding of 34,143 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting of performance-based restricted stock"

Shares granted to employees or executives that are held back and only become actual, tradable stock if the company meets predefined performance targets; until those goals are met the shares cannot be sold. Think of it like a bonus held in escrow that’s released only when specific results are achieved — investors watch these awards because they tie management pay to company outcomes, can dilute existing shareholders when released, and signal how confident or incentivized insiders are to meet growth or profitability goals.

time-based restricted stock financial

"withholding of 6,220 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting of time-based restricted stock"

Time-based restricted stock are company shares granted to employees or executives that become fully owned and transferable only after the recipient stays with the company for specified time periods. Think of it like receiving a wrapped gift that opens a little each year; the gradual unlocking helps keep employees motivated and tied to long-term performance. Investors watch these grants because they can dilute existing shares when they vest and signal how management is being rewarded and incentivized.

tax withholding obligations financial

"shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/03/2026 - 03:46 PM Accepted by SEC EDGAR 08/03/2026 - 03:45 PM Learn about SEC filing dates

FAQ

What insider stock transactions did AAR CORP (AIR) report for its CEO on July 31, 2026?

AAR CORP (AIR) reported its CEO John McClain Holmes III had 34,143 and 6,220 shares of common stock withheld at $140.04 per share to satisfy tax withholding obligations on vested performance-based and time-based restricted stock awards.

How many AAR CORP (AIR) shares in total were withheld to cover the CEO’s tax obligations?

In total, 40,363 shares of AAR CORP (AIR) common stock were withheld to cover John McClain Holmes III’s tax withholding obligations arising from the vesting of restricted stock awards on July 31, 2026.

Do the AAR CORP (AIR) CEO’s reported transactions represent open-market stock sales?

No. Both transactions for AAR CORP (AIR) are coded “F” and described as shares withheld to satisfy tax withholding obligations in connection with vested performance-based and time-based restricted stock, rather than discretionary open-market sales.

What price per share was reported for the AAR CORP (AIR) CEO’s tax withholding transactions?

The AAR CORP (AIR) insider report shows a price of $140.04 per share for both tax-related withholdings, applied to 34,143 and 6,220 shares of common stock withheld on July 31, 2026.

Were the AAR CORP (AIR) CEO’s July 31, 2026 transactions under a Rule 10b5-1 trading plan?

The insider report’s Rule 10b5-1 plan checkbox is not affirmed, so the AAR CORP (AIR) transactions on July 31, 2026 are not reported as being executed pursuant to a Rule 10b5-1 trading 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^*

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

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
Common Stock	07/31/2026		F(1)		34,143	D	$140.04	447,582	D
Common Stock	07/31/2026		F(2)		6,220	D	$140.04	441,362	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

Explanation of Responses:

1. The reporting person is reporting the withholding of 34,143 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting of performance-based restricted stock.

2. The reporting person is reporting the withholding of 6,220 shares of common stock to satisfy the reporting person's tax withholding obligations in connection with the vesting of time-based restricted stock.

	/s/ Katherine Kwiat, power of attorney	08/03/2026
	** 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)