AAR CORP (AIR) director awarded 121 phantom stock units as deferred pay

Rhea-AI Filing Summary

LEDUC ROBERT F reported acquisition or exercise transactions in this Form 4 filing.

AAR CORP director Robert F. Leduc received an award of 121 shares of phantom stock on February 27, 2026. These units are economically equivalent to common stock at a reference price of $117.17 per unit and will be paid in cash or stock upon his termination of board service or on other elected 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

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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^*

LEDUC ROBERT F

(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		121		02/27/2026	02/28/2050	Common Stock	121	$117.17	5,213	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.
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FAQ

What insider transaction did AAR CORP (AIR) report for Robert F. Leduc?

AAR CORP reported that director Robert F. Leduc acquired 121 shares of phantom stock. These derivative units are tied to the value of AAR common stock and represent a compensation award rather than an open-market purchase or sale of regular shares.

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

In this filing, phantom stock represents a deferred compensation unit economically equivalent to one share of AAR CORP common stock. It pays out in cash or stock later, rather than providing immediate share ownership or voting rights like regular common stock would.

When will Robert F. Leduc’s AAR CORP phantom stock award be paid?

The phantom stock units become payable upon Robert F. Leduc’s termination of service as a director or on other dates he specifies. Payment can be in cash or common stock, consistent with the Non-Employee Directors' Deferred Compensation Plan terms.

How many phantom stock units does Robert F. Leduc hold after this AAR CORP grant?

After this award, Robert F. Leduc beneficially holds 5,213 phantom stock units. Each unit is economically equivalent to one share of AAR CORP common stock under the company’s Non-Employee Directors' Deferred Compensation Plan for board members.

What was the reference price for the AAR CORP phantom stock awarded to Robert F. Leduc?

The 121 phantom stock units granted to Robert F. Leduc used a reference price of $117.17 per unit. This price anchors the economic value of the deferred compensation award relative to AAR CORP’s common stock at the time of the grant.