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AAR CORP (NYSE: AIR) grants director 1,364 phantom stock units

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Widhani Hema reported acquisition or exercise transactions in this Form 4 filing.

AAR CORP director Hema Widhani received an award of 1,364 phantom stock units, each corresponding to one share of common stock. The units were granted at no cost under a restricted stock agreement and are payable in stock or cash at her election upon retirement or termination as a director.

Positive

  • None.

Negative

  • None.
Insider Widhani Hema
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)
  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 a transaction exempt under Rule 16b-3.
Phantom stock units granted 1,364 units Award to director Hema Widhani
Transaction price per unit $0.0000 Grant at no cost to director
Total phantom units after grant 1,364 units Holdings following transaction
Underlying common shares 1,364 shares 1-for-1 with phantom units
Exercise date June 1, 2027 Derivative exercise date in Form 4
Expiration date May 31, 2050 Derivative expiration for phantom units
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 a transaction"
Rule 16b-3 regulatory
"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.
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Widhani Hema
(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)
XDirector10% 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)
XForm 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)
CodeVAmount(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Phantom Stock(1)$006/01/2026A1,364(2)06/01/202705/31/2050Common Stock1,364$01,364D
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 a transaction exempt under Rule 16b-3.
/s/ Katherine Kwiat, power of attorney06/02/2026
** Signature of Reporting PersonDate
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 insider transaction did AAR CORP (AIR) report for director Hema Widhani?

AAR CORP reported that director Hema Widhani received an award of 1,364 phantom stock units. These units represent deferred compensation linked to common stock and were granted at no cost under a restricted stock agreement as part of her service on the board.

What are the key terms of the 1,364 phantom stock units at AAR CORP (AIR)?

The 1,364 phantom stock units are payable on a 1-for-1 basis in common stock or cash. Payment occurs at the director’s election upon retirement or termination from the board, aligning compensation with future service rather than immediate cash or stock delivery.

When can the AAR CORP (AIR) phantom stock units for Hema Widhani be exercised or paid?

The phantom stock units are structured to be payable upon retirement or termination as a director. Although an exercise date of June 1, 2027 and expiration on May 31, 2050 are specified, the core trigger for payment is the end of her board service.

How many AAR CORP (AIR) shares underlie Hema Widhani’s phantom stock award?

The phantom stock award covers 1,364 underlying shares of AAR CORP common stock. Each phantom unit corresponds to one share, so the award reflects deferred rights tied to 1,364 shares rather than an immediate stock issuance or cash payout.

Is the AAR CORP (AIR) phantom stock grant to Hema Widhani an open-market purchase or sale?

No, the transaction is a grant of phantom stock units, not an open-market trade. It was awarded under a restricted stock agreement in a transaction exempt under Rule 16b-3, reflecting board compensation rather than discretionary buying or selling of shares.