AAR Corp. VP discloses stock sale, fresh equity grants in Form 4

Rhea-AI Filing Summary

AAR Corp. (AIR) – Form 4 insider activity filed 07/25/2025: VP-CAO & Controller Eric Pachapa disclosed multiple equity transactions dated 07/23/2025.

• Equity awards: 1,135 time-based restricted shares and 3,400 performance-based restricted shares granted at $0 under Rule 16b-3.
• Option exercise & sale: Exercised 3,837 options at $18.94 and sold the same shares at a weighted-average $78.12. Additionally sold 1,911 shares at $78.70.
• New option grant: 3,130 options with a $79.45 strike; vest 33⅓ % annually from 07/31/2026 through 07/31/2028; expire 07/23/2035.
• Ownership change: Direct holdings fell from 36,911 to 31,163 shares (≈-15.6%) after net sales.

The filing is informational, showing incentive alignment through new awards but also partial profit-taking through open-market sales. No company-level financial metrics or guidance were provided.

Positive

• 4,535 restricted shares granted at no cost, enhancing management equity alignment
• 3,130 new stock options vest over three years, encouraging long-term performance focus

Negative

• 5,748 shares sold at ~$78, reducing the insider’s direct stake by ~15.6%
• Immediate share sale after option exercise may be viewed as short-term profit-taking

Insights

Financial Analyst

TL;DR: Net sale of ~5.7k shares offsets fresh awards; overall impact on AIR stock sentiment is neutral-to-slightly negative.

The transaction set is typical year-end compensation housekeeping. While Pachapa gained 4,535 restricted shares and 3,130 new options—signalling continued tenure—he simultaneously liquidated 5,748 shares at ≈4× his exercise cost, trimming his direct stake by ~5.7k shares to 31.2k. Such profit-taking is common after option exercises and doesn’t necessarily imply pessimism, yet it removes near-term insider buying support. The new option strike ($79.45) is close to recent trading levels, aligning incentives with future price appreciation and limiting immediate dilution. Given the modest size relative to AIR’s 34 m share float, valuation impact is de minimis. I classify the filing as routine with negligible effect on investment thesis.

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

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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^*

Pachapa Eric

(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)
	VP-CAO & Controller

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		1,135(1)	A	$0	29,674.32	D
Common Stock	07/23/2025		A		3,400(2)	A	$0	33,074.32	D
Common Stock	07/23/2025		M		3,837	A	$18.94	36,911.32	D
Common Stock	07/23/2025		S		3,837	D	$78.1213(3)	33,074.32	D
Common Stock	07/23/2025		S		1,911	D	$78.6978(4)	31,163.32	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		3,130		07/31/2026(5)	07/23/2035	Common Stock	3,130	$0	3,130	D
Stock Option	$18.94	07/23/2025		M			3,837	07/31/2021(6)	07/13/2030	Common Stock	3,837	$0	3,837	D

Explanation of Responses:

1. Award of stock pursuant to Restricted Stock Agreement in 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. These shares were sold in multiple transactions at prices ranging from $77.09 to $78.66 inclusive. The reporting person undertakes to provide AAR CORP. any security holder of AAR CORP. or the staff of the Securities 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.32 to $79.05 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.

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

6. The reporting person received a grant of stock options for 50,020 shares of common stock on July 13, 2020. The options vested in 33 1/3% increments on July 31, 2021, July 31, 2022 and July 31, 2023.

	/s/ Katherine Kwiat, power of attorney	07/25/2025
	** Signature of Reporting Person	Date
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FAQ

How many AIR shares did Eric Pachapa sell on 07/23/2025?

He sold 5,748 shares (3,837 + 1,911) at weighted-average prices of $78.12 and $78.70.

What new equity awards did AAR Corp. grant to Pachapa?

He received 1,135 restricted shares, 3,400 performance RSAs, and 3,130 stock options with a $79.45 strike expiring 07/23/2035.

How did the transactions affect Pachapa’s AIR share ownership?

His direct holdings declined from 36,911 to 31,163 shares, a drop of roughly 15.6%.

When do the newly granted options vest?

They vest in one-third annual installments on 07/31/2026, 07/31/2027, and 07/31/2028.

Is the Form 4 likely to impact AAR Corp.’s stock price?

The amounts are immaterial versus the 34 m share float, so market impact should be negligible.