[Form 4] AAR Corp. Insider Trading Activity

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 10 txns

Insider Holmes John McClain III

Role Chairman, President & CEO

Sold 56,551 shs ($4.40M)

Approx. gross sale proceeds $4.40M

Approx. exercise cost $1.52M

Type	Security	Shares	Price	Value
Exercise	Stock Option	25,000	$0.00	$0.00
Exercise	Stock Option	6,551	$0.00	$0.00
Exercise	Common Stock	25,000	$48.09	$1.20M
Sale	Common Stock	25,000	$78.0166	$1.95M
Exercise	Common Stock	6,551	$48.09	$315K
Sale	Common Stock	6,551	$78.1024	$512K
Grant/Award	Stock Option	40,380	$79.45	$3.21M
Grant/Award	Common Stock	14,595	$0.00	$0.00
Grant/Award	Common Stock	43,780	$0.00	$0.00
Sale	Common Stock	25,000	$77.3431	$1.93M

Holdings After Transaction: Stock Option — 91,129 contracts (Direct); Common Stock — 360,921 shares (Direct)

Footnotes (7)

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.
3. F3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.48 to $78.48 inclusive. The reporting person undertakes to provide AAR CORP., any security holder of AAR CORP., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
4. F4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.00 to $78.04 inclusive. The reporting person undertakes to provide AAR CORP., any security holder of AAR CORP., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
5. F5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.00 to $78.26 inclusive. The reporting person undertakes to provide AAR CORP., any security holder of AAR CORP., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
6. F6. The awarded stock option vests and becomes exercisable in 1/3 annual installments beginning on July 31, 2026 and shall vest as follows: 33 and 1/3% on each of July 31, 2026, July 31, 2027, and July 31, 2028.
7. F7. The awarded stock option vested and became exercisable in 1/3 annual installments beginning on July 31, 2019 and vested as follows: 33 and 1/3% on each of July 31, 2019, July 31, 2020, and July 31, 2021.

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Accepted by SEC EDGAR 07/25/2025 - 04:16 PM 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).

1. Name and Address of Reporting Person^*

Holmes John McClain III

(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
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
07/23/2025

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
Common Stock	07/23/2025		A		14,595(1)	A	$0	342,141	D
Common Stock	07/23/2025		A		43,780(2)	A	$0	385,921	D
Common Stock	07/23/2025		S		25,000	D	$77.3431(3)	360,921	D
Common Stock	07/24/2025		M		25,000	A	$48.09	385,921	D
Common Stock	07/24/2025		S		25,000	D	$78.0166(4)	360,921	D
Common Stock	07/24/2025		M		6,551	A	$48.09	367,472	D
Common Stock	07/24/2025		S		6,551	D	$78.1024(5)	360,921	D

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
Stock Option	$79.45	07/23/2025		A		40,380		07/31/2026(6)	07/23/2035	Common Stock	40,380	$79.45	40,380	D
Stock Option	$48.09	07/24/2025		M			25,000	07/31/2019(7)	07/09/2028	Common Stock	25,000	$0	57,300	D
Stock Option	$48.09	07/24/2025		M			6,551	07/31/2019(7)	07/09/2028	Common Stock	6,551	$0	50,749	D

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.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.48 to $78.48 inclusive. The reporting person undertakes to provide AAR CORP., any security holder of AAR CORP., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.00 to $78.04 inclusive. The reporting person undertakes to provide AAR CORP., any security holder of AAR CORP., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $78.00 to $78.26 inclusive. The reporting person undertakes to provide AAR CORP., any security holder of AAR CORP., or the staff of the Securities and Exchange Commission upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. The awarded stock option vests and becomes exercisable in 1/3 annual installments beginning on July 31, 2026 and shall vest as follows: 33 and 1/3% on each of July 31, 2026, July 31, 2027, and July 31, 2028.

7. The awarded stock option vested and became exercisable in 1/3 annual installments beginning on July 31, 2019 and vested as follows: 33 and 1/3% on each of July 31, 2019, July 31, 2020, and July 31, 2021.

	/s/ Katherine Kwiat, power of attorney	07/25/2025
	** 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.