AAR CORP (AIR) director awarded 309 phantom stock phantom units

Rhea-AI Filing Summary

WALFISH MARC JAY reported acquisition or exercise transactions in this Form 4 filing.

AAR CORP director Marc Jay Walfish received a grant of 309 units of phantom stock on the reported date. Each phantom stock unit is economically equivalent to one share of AAR CORP common stock. These units become payable in cash or common stock when his board service ends or on other dates he has specified under the 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

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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).

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)
02/27/2026

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	$117.17(1)	02/27/2026		A		309		02/27/2026	02/28/2050	Common Stock	309	$117.17	53,751	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	03/02/2026
	** 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.

FAQ

What insider transaction did AAR CORP (AIR) report for Marc Jay Walfish?

AAR CORP reported that director Marc Jay Walfish received 309 units of phantom stock. This award is classified as a grant or other acquisition and is economically equivalent to 309 shares of AAR CORP common stock under the company’s deferred compensation plan.

What is phantom stock in the AAR CORP (AIR) Form 4 filing?

In this filing, phantom stock represents units economically equivalent to AAR CORP common shares. The units track the value of common stock, but are paid later in cash or stock under the Non-Employee Directors’ Deferred Compensation Plan instead of being immediately issued as regular shares.

When will Marc Jay Walfish’s phantom stock from AAR CORP (AIR) be paid?

The phantom stock units become payable when Marc Jay Walfish’s service as a director ends, or on other dates he has specified. Payment can be made in cash or AAR CORP common stock according to the terms of the Non-Employee Directors’ Deferred Compensation Plan.

How many phantom stock units does Marc Jay Walfish hold after this AAR CORP (AIR) grant?

After this grant of 309 phantom stock units, Marc Jay Walfish is reported as holding a total of 53,751 phantom stock units. Each unit is economically equivalent to one share of AAR CORP common stock, aligning his compensation with shareholder value over time.

Does the AAR CORP (AIR) phantom stock grant involve an open-market purchase or sale?

No, the phantom stock transaction is reported as a grant or award acquisition, not an open-market trade. It reflects compensation under the Non-Employee Directors’ Deferred Compensation Plan rather than Marc Jay Walfish buying or selling AAR CORP shares in the public market.