How are the AAR CORP (AIR) phantom stock units related to common stock?

Each phantom stock unit corresponds to one share of AAR CORP common stock. Upon settlement at retirement or termination as a director, McNabb can choose to receive the value in shares or in cash, based on this 1-for-1 relationship.

AAR CORP (AIR) director receives 1,364 phantom stock units as compensation

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

AAR CORP director Duncan J. McNabb received a grant of 1,364 phantom stock units as compensation. These phantom stock units are tied to an equal number of shares of AAR CORP common stock on a 1-for-1 basis.

The units are payable in stock or cash, at the director’s election, upon retirement or termination as a director. Following this award, McNabb holds 1,364 phantom stock units directly, with an exercise date in 2027 and an expiration date in 2050.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider McNabb Duncan J.

Role null

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

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

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

Key Figures

Phantom stock units granted: 1,364 units Units held after transaction: 1,364 units Exercise date: June 1, 2027 +3 more

6 metrics

Phantom stock units granted 1,364 units Grant of phantom stock to director on June 1, 2026

Units held after transaction 1,364 units Total phantom stock units directly held following the grant

Exercise date June 1, 2027 Exercise date for the phantom stock award

Expiration date May 31, 2050 Expiration of phantom stock units

Conversion ratio 1-for-1 Each phantom stock unit equals one share of common stock or cash equivalent

Transaction price per unit $0.0000 No cash paid by director for phantom stock grant

Key Terms

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

4 terms

Phantom Stock financial

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

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 Restricted Stock Agreement in transaction exempt"

Rule 16b-3 regulatory

"Award of stock pursuant to Restricted Stock Agreement in 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.

underlying security financial

"underlying_security_title: "Common Stock", underlying_security_shares: "1364.0000""

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 09:42 AM

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^*

McNabb Duncan J.

(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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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 Restricted Stock Agreement in 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did AAR CORP (AIR) director Duncan J. McNabb report on this Form 4?

Director Duncan J. McNabb reported receiving 1,364 phantom stock units as a grant. These units are a form of equity-based compensation tied to AAR CORP common stock and do not represent an open-market stock purchase or sale.

How many phantom stock units did the AAR CORP (AIR) director receive?

Duncan J. McNabb received 1,364 phantom stock units. Each unit is linked to one share of AAR CORP common stock, providing stock-based compensation exposure without an immediate cash transaction or open-market trade in the company’s shares.

When can the AAR CORP (AIR) phantom stock units be settled?

The phantom stock units are payable upon McNabb’s retirement or termination as a director. At that time, he may elect to receive settlement in AAR CORP common stock on a 1-for-1 basis or in cash, as described in the filing footnote.

What is the exercise and expiration timeline for the AAR CORP (AIR) phantom stock grant?

The phantom stock award has an exercise date of June 1, 2027 and an expiration date of May 31, 2050. This long-dated structure reflects a compensation incentive aligned with McNabb’s ongoing board service over an extended period.

Does the AAR CORP (AIR) director pay anything for these phantom stock units?

The reported transaction price per phantom stock unit is $0.0000, indicating no cash payment by McNabb. The units are granted as compensation under a Restricted Stock Agreement and are exempt under Rule 16b-3, according to the filing footnote.