AAR CORP director granted 1,364 restricted shares

WALFISH MARC JAY reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

WALFISH MARC JAY reported acquisition or exercise transactions in this Form 4 filing.

AAR CORP director Marc Jay Walfish received a grant of 1,364 shares of Common Stock on June 1, 2026 under a Restricted Stock Agreement. The award was granted at no cash cost to him and is exempt under Rule 16b-3. After this grant, he directly holds about 133,103.5878 shares.

Insider Trade Summary

Grant/Award: 1,364 shares

Grant/Award 1 txn

Insider WALFISH MARC JAY

Role Director

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

Holdings After Transaction: Common Stock — 133,103.5878 shares (Direct)

Footnotes (1)

1. F1. Award of stock pursuant to Restricted Stock Agreement in transaction exempt under Rule 16b-3.

Key Figures

Shares granted: 1,364 shares Post-transaction holdings: 133,103.5878 shares Grant price per share: $0.0000 per share

3 metrics

Shares granted 1,364 shares Restricted Stock Agreement award on June 1, 2026

Post-transaction holdings 133,103.5878 shares Common Stock directly owned after grant

Grant price per share $0.0000 per share Equity compensation, no cash paid by director

Key Terms

Restricted Stock Agreement, Rule 16b-3, Common Stock

3 terms

Restricted Stock Agreement financial

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

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.

Common Stock financial

"security_title: "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did AAR CORP (AIR) director Marc Jay Walfish report in this Form 4?

Marc Jay Walfish reported receiving 1,364 shares of AAR CORP Common Stock as an equity award. The grant was made at no cash cost and increased his direct holdings to about 133,103.5878 shares, reflecting routine compensation rather than an open-market purchase.

Was the AAR CORP (AIR) Form 4 transaction a purchase or a grant?

The Form 4 shows a grant or award, not an open-market purchase. Code "A" and the description indicate it was compensation in the form of restricted stock, provided at a price of $0.0000 per share under a Restricted Stock Agreement.

How many AAR CORP (AIR) shares does Marc Jay Walfish hold after this grant?

Following the award, Marc Jay Walfish directly holds approximately 133,103.5878 shares of AAR CORP Common Stock. This total includes the newly granted 1,364 restricted shares reported in the Form 4, reflecting his updated direct equity position in the company.

What is the significance of Rule 16b-3 in the AAR CORP (AIR) Form 4 filing?

The footnote states the award is exempt under Rule 16b-3, which covers certain insider compensation transactions. This means the restricted stock grant to director Marc Jay Walfish is treated as a routine, board-approved equity award for securities law purposes.

What type of security was granted in this AAR CORP (AIR) insider transaction?

The transaction involved AAR CORP Common Stock issued through a Restricted Stock Agreement. A total of 1,364 shares were awarded as compensation, rather than purchased on the market, and are reported as directly owned by director Marc Jay Walfish after the grant.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/02/2026 - 05:35 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).

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^*

WALFISH MARC JAY

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2026		A		1,364(1)	A	$0	133,103.5878	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

Explanation of Responses:

1. 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)