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AAR CORP (NYSE: AIR) awards restricted and performance shares to CFO

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

Rhea-AI Filing Summary

Wolin Dylan Zachary reported acquisition or exercise transactions in this Form 4 filing.

AAR CORP reported that Senior VP & CFO Dylan Zachary Wolin received two stock awards of common stock on 2026-07-23. One award covered 3,862 shares under a Restricted Stock Agreement and the other 5,793 shares under a Performance Restricted Stock Agreement, both granted at $0.0000 per share in transactions exempt under Rule 16b-3.

Positive

  • None.

Negative

  • None.
Insider Wolin Dylan Zachary
Role Senior VP & CFO
Type Security Shares Price Value
Grant/Award Common Stock F1 3,862 $0.00 $0.00
Grant/Award Common Stock F2 5,793 $0.00 $0.00
Holdings After Transaction: Common Stock — 17,235 shares (Direct)
Footnotes (2)
  1. F1. Award of stock pursuant to a Restricted Stock Agreement in a transaction exempt under Rule 16b-3.
  2. F2. Award of stock pursuant to a Performance Restricted Stock Agreement in a transaction exempt under rule 16b-3.
Restricted stock award 3,862 shares Shares of AAR CORP common stock granted to Senior VP & CFO on 2026-07-23 under a Restricted Stock Agreement
Performance restricted stock award 5,793 shares Shares of AAR CORP common stock granted to Senior VP & CFO on 2026-07-23 under a Performance Restricted Stock Agreement
Award price per share $0.0000 per share Reported transaction price for both stock awards granted on 2026-07-23
Award transactions 2 grants Two non-derivative acquisition entries coded as grant, award, or other acquisition
Restricted Stock Agreement financial
"Award of stock pursuant to a Restricted Stock Agreement in a transaction"
Performance Restricted Stock Agreement financial
"Award of stock pursuant to a Performance Restricted Stock Agreement"
Rule 16b-3 regulatory
"in a 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 →

FAQ

What did AAR CORP (AIR) report about CFO Dylan Zachary Wolin's recent stock awards?
AAR CORP reported that Senior VP & CFO Dylan Zachary Wolin received two stock awards of common stock on 2026-07-23. He was granted 3,862 restricted shares and 5,793 performance-based shares, both at $0.0000 per share under Rule 16b-3-exempt agreements.

How many AAR CORP (AIR) shares were granted to the CFO on 2026-07-23?
On 2026-07-23, AAR CORP’s Senior VP & CFO Dylan Zachary Wolin was granted 3,862 shares of restricted common stock and 5,793 shares of performance restricted common stock. These equity awards were provided as compensation rather than purchased in the market.

Were the AAR CORP (AIR) CFO stock awards granted at a purchase price?
No cash purchase price was paid; both awards list a price of $0.0000 per share. The 3,862-share restricted stock award and the 5,793-share performance restricted stock award represent equity compensation, not open-market buying of AAR CORP common stock.

What types of equity awards did AAR CORP (AIR) grant to its CFO?
Dylan Zachary Wolin received two types of equity awards: a Restricted Stock Agreement covering 3,862 shares and a Performance Restricted Stock Agreement covering 5,793 shares. Both awards involve AAR CORP common stock and are described as exempt under Rule 16b-3.

Are the AAR CORP (AIR) CFO stock awards open-market purchases or compensation grants?
They are compensation grants, not open-market purchases. The transactions are coded as awards of common stock at $0.0000 per share, provided under restricted and performance restricted stock agreements and described as exempt under Rule 16b-3.

Were the AAR CORP (AIR) CFO stock awards reported under a Rule 10b5-1 trading plan?
The document-level Rule 10b5-1 checkbox is not marked as affirming a trading plan, and the footnotes reference only Rule 16b-3 exemptions. The awards are characterized as stock grants rather than transactions executed under a pre-arranged trading program.
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*
Wolin Dylan Zachary
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Senior VP & CFO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/23/2026		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
Common Stock07/23/2026A3,862(1)A$011,442D
Common Stock07/23/2026A5,793(2)A$017,235D
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
Explanation of Responses:
1. Award of stock pursuant to a Restricted Stock Agreement in a transaction exempt under Rule 16b-3.
2. Award of stock pursuant to a Performance Restricted Stock Agreement in a transaction exempt under rule 16b-3.
/s/ Katherine Kwiat, power of attorney07/24/2026
** 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