AAR director granted 322 phantom stock units

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

Rhea-AI Filing Summary

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

AAR CORP director Marc Jay Walfish received an award of 322 shares of phantom stock on May 29, 2026. Each phantom stock share is the economic equivalent of one share of common stock and becomes payable in cash or common stock, at his election, upon his termination of service as a director or on other dates specified under the Non-Employee Directors' Deferred Compensation Plan. Following this grant, his reported phantom stock balance is 54,073 shares.

Insider Trade Summary

Grant/Award: 322 shares

Grant/Award 1 txn

Insider WALFISH MARC JAY

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock	322	$112.62	$36K

Holdings After Transaction: Phantom Stock — 54,073 contracts (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Phantom stock granted: 322 shares Phantom stock reference price: 112.62 per share Phantom stock holdings after grant: 54,073 shares +1 more

4 metrics

Phantom stock granted 322 shares Grant to director Marc Jay Walfish on May 29, 2026

Phantom stock reference price 112.62 per share Recorded transaction and conversion price for the grant

Phantom stock holdings after grant 54,073 shares Total phantom stock reported following the transaction

Expiration date of phantom stock award May 29, 2050 Stated expiration for the derivative award

Key Terms

Phantom Stock, economic equivalent, Non-Employee Directors' Deferred Compensation Plan, termination of service

4 terms

Phantom Stock financial

"Each share of phantom stock is the economic equivalent of one share of common stock."

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.

economic equivalent financial

"Each share of phantom stock is the economic equivalent of one share of common stock."

Non-Employee Directors' Deferred Compensation Plan financial

"as specified by the director pursuant to the Non-Employee Directors' Deferred Compensation Plan."

termination of service financial

"upon the reporting person's termination of service as a director or on other dates"

FAQ

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

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

AAR CORP reported that director Marc Jay Walfish received a grant of 322 phantom stock shares. These are derivative compensation units tied to the company’s common stock, increasing his reported phantom stock holdings to 54,073 shares after the transaction.

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

In this filing, phantom stock represents compensation units economically equivalent to one share of AAR CORP common stock. The value tracks the common stock, but the phantom shares are payable later in cash or common stock rather than being immediately issued as standard shares.

When do Marc Jay Walfish’s AAR CORP phantom stock units become payable?

The phantom stock units become payable upon his termination of service as a director or on other dates he specifies. Payment can be in cash or common stock, according to elections made under the Non-Employee Directors' Deferred Compensation Plan.

How many phantom stock shares does Marc Jay Walfish hold after this AAR CORP grant?

After the grant of 322 phantom stock shares, Marc Jay Walfish’s reported phantom stock holdings total 54,073 shares. This figure reflects his position in these deferred compensation units following the reported Form 4 transaction.

What price per share is associated with the AAR CORP phantom stock grant?

The phantom stock grant to Marc Jay Walfish is recorded at 112.62 per phantom stock share. This amount also appears as the conversion or exercise price, tying the economic value of each phantom share to AAR CORP’s common stock at that level.

How long is the AAR CORP phantom stock award outstanding for Marc Jay Walfish?

The phantom stock award lists an expiration date of May 29, 2050. Until that date, the units remain outstanding under the Non-Employee Directors' Deferred Compensation Plan, subject to payment elections and his service status as a director.

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

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Accepted by SEC EDGAR 06/01/2026 - 11:56 AM 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^*

WALFISH MARC JAY

(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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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	$112.62(1)	05/29/2026		A		322		05/29/2026	05/29/2050	Common Stock	322	$112.62	54,073	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	06/01/2026
	** 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)