AIR Form 4: Director Vogel trims 7k shares, keeps 22,970-share stake

Rhea-AI Filing Summary

Form 4 overview: On 07/23/2025, AAR Corp. (AIR) director Jennifer L. Vogel executed an open-market sale of 7,000 common shares, coded “S”. The weighted-average sale price was $78.0728, with individual trades ranging from $77.18 to $79.13 (Footnote 1). No derivative securities were involved.

Following the disposition, Vogel’s direct ownership stands at 22,970.002 AIR shares. Based on the disclosed figures, the transaction equates to roughly $0.55 million in gross proceeds and reduces the insider’s direct stake by about 23% (from an estimated 29,970 to 22,970 shares). The filing was signed by attorney-in-fact Katherine Kwiat on the same day, indicating timely compliance with Section 16 reporting requirements.

Positive

• Timely Section 16 reporting – filing made on the transaction date, evidencing strong compliance culture.
• Insider retains 22,970 shares, signaling continued equity alignment with shareholders.

Negative

• Disposal of 7,000 shares (~23% of prior direct holdings) may be viewed as a mild bearish signal.

Insights

Securities Analyst

TL;DR: ~$0.55 m director sale; scale modest vs. AIR market cap; neutral signal.

The 7,000-share disposition represents a small fraction of AAR Corp.’s outstanding shares and should have limited market impact. While insider selling can be interpreted cautiously, the size, single-day execution and residual 22,970-share holding suggest portfolio rebalancing rather than a strategic exit. No derivatives or multiple insiders were involved, and reporting was same-day, reflecting procedural adherence.

Corporate Governance Specialist

TL;DR: One-off sale, prompt filing, governance procedures intact.

The Form 4 was filed within the statutory two-business-day window, signed via power of attorney, and provides full price ranges—indicators of sound governance. Only one code “S” transaction and no complex instruments appear, reducing compliance risk. From a governance standpoint the event is routine and not materially negative.

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^*

VOGEL JENNIFER L

(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)
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		S		7,000	D	$78.0728(1)	22,970.002	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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.1800 to $79.1300 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 share sold at each separate price within the range set forth in this footnote.

	/s/ Katherine Kwiat, power of attorney	07/23/2025
	** 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.

FAQ

How many AAR Corp (AIR) shares did Jennifer Vogel sell?

7,000 common shares were sold on 07/23/2025.

What was the average price of the shares sold by the AIR director?

The weighted-average sale price was $78.0728, with trades between $77.18 and $79.13.

How many AIR shares does the insider still own after the sale?

Vogel directly owns 22,970.002 shares following the transaction.

Were any derivative securities involved in this Form 4 filing?

No. Table II lists no derivative transactions.

Was the Form 4 filed within the required Section 16 timeframe?

Yes. The sale and filing both occurred on 07/23/2025, meeting the two-day deadline.