AAR CORP director granted 1,364 phantom stock units

Nolen Billy reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Nolen Billy reported acquisition or exercise transactions in this Form 4 filing.

AAR CORP director Billy Nolen received an award of 1,364 phantom stock units tied to the company’s common stock. The grant was made at a price of $0.00 per unit and brings his total phantom stock holdings to 1,364 units. These phantom stock units are payable on a 1-for-1 basis in stock or, at his election, in cash upon his retirement or termination as a director. The award is documented as a transaction exempt under Rule 16b-3 and carries an expiration date in 2050, highlighting its long-term, compensation-related nature rather than an open-market trade.

Insider Trade Summary

Grant/Award: 1,364 shares

Grant/Award 1 txn

Insider Nolen Billy

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	1,364	$0.00	$0.00

Holdings After Transaction: Phantom Stock — 1,364 contracts (Direct)

Footnotes (2)

1. F1. Phantom Stock units are payable in stock on a 1-for-1 basis or cash at the grantee's election upon retirement/termination as a director.
2. F2. Award of stock pursuant to a Restricted Stock Agreement in a transaction exempt under Rule 16b-3.

Key Figures

Phantom stock units granted: 1,364 units Grant price per unit: $0.00 per unit Total phantom units after grant: 1,364 units +3 more

6 metrics

Phantom stock units granted 1,364 units Award of phantom stock on 2026-06-01

Grant price per unit $0.00 per unit Compensation-related phantom stock grant

Total phantom units after grant 1,364 units Holdings following transaction

Underlying common shares 1,364 shares Common Stock underlying phantom units

Exercise date 2027-06-01 Exercise date listed for phantom stock

Expiration date 2050-05-31 Expiration of phantom stock award

Key Terms

Phantom Stock, Restricted Stock Agreement, Rule 16b-3

3 terms

Phantom Stock financial

"Phantom Stock units are payable in stock on a 1-for-1 basis or cash"

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.

Restricted Stock Agreement financial

"Award of stock pursuant to a Restricted Stock Agreement in a transaction exempt"

Rule 16b-3 regulatory

"Award of stock pursuant to a Restricted Stock Agreement in a transaction exempt under Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did AAR CORP (AIR) director Billy Nolen report in this Form 4?

Director Billy Nolen reported receiving 1,364 phantom stock units tied to AAR CORP common stock. The units were granted at $0.00 per unit as part of his director compensation, increasing his phantom stock holdings to 1,364 units in this plan.

How many AAR CORP (AIR) phantom stock units were granted to Billy Nolen?

Billy Nolen was granted 1,364 phantom stock units linked to AAR CORP common stock. Each unit represents one underlying share and was issued at $0.00 per unit as a compensation award rather than a market purchase or sale.

How are Billy Nolen’s AAR CORP phantom stock units settled?

The phantom stock units are payable on a 1-for-1 basis in AAR CORP common stock or in cash at Billy Nolen’s election. Settlement occurs upon his retirement or termination as a director, aligning the award with his long-term board service.

Is Billy Nolen’s AAR CORP Form 4 transaction a market purchase or sale?

The Form 4 shows a compensation grant, not a market trade. Billy Nolen received 1,364 phantom stock units at $0.00 per unit under a Restricted Stock Agreement, in a transaction noted as exempt under Rule 16b-3, rather than buying or selling shares in the market.

What is the duration of Billy Nolen’s AAR CORP phantom stock award?

The phantom stock award lists an exercise date in 2027 and an expiration date in 2050. This long dated structure indicates a long-term incentive, with units settling in stock or cash when Billy Nolen retires or otherwise leaves his role as director.

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

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Accepted by SEC EDGAR 06/02/2026 - 05:38 PM EDT Learn about SEC filing dates

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^*

Nolen Billy

(Last) (First) (Middle)

1100 N. WOOD DALE RD.

(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)
06/01/2026

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(1)	$0	06/01/2026		A		1,364(2)		06/01/2027	05/31/2050	Common Stock	1,364	$0	1,364	D

Explanation of Responses:

1. Phantom Stock units are payable in stock on a 1-for-1 basis or cash at the grantee's election upon retirement/termination as a director.

2. Award of stock pursuant to a Restricted Stock Agreement in a transaction exempt under Rule 16b-3.

	/s/ Katherine Kwiat, power of attorney	06/02/2026
	** 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)