AAR CORP (AIR) SEC Filings, Jul-Aug 2026

AAR CORP Chairman, President & CEO John McClain Holmes III reported withholding a total of 40,363 shares of common stock on July 31, 2026 to satisfy tax withholding obligations related to the vesting of performance-based and time-based restricted stock awards at $140.04 per share.

Pachapa Eric reported acquisition or exercise transactions in this Form 4 filing.

AAR CORP reported that officer Eric Pachapa, VP-CAO & Controller, received two equity grants of Common Stock on 2026-07-23. He was awarded 1,390 shares under a Restricted Stock Agreement and 2,086 shares under a Performance Restricted Stock Agreement, each described as an award of stock in transactions exempt under Rule 16b-3 and reported at a cash price of $0.0000 per share. These are compensation-related stock awards rather than open-market purchases.

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.

AAR CORP reported that senior vice president, general counsel, chief administrative officer and secretary Jessica A. Garascia received equity awards of common stock on July 23, 2026. She acquired 3,460 shares under a Restricted Stock Agreement and 5,191 shares under a Performance Restricted Stock Agreement, both at $0 per share in transactions exempt under Rule 16b-3.

AAR CORP reported that Senior Vice President-CCO Christopher A. Jessup received equity awards of common stock. On 2026-07-23 he acquired 5,360 shares under a Restricted Stock Agreement and 8,041 shares under a Performance Restricted Stock Agreement, both granted at no cash price in transactions exempt under Rule 16b-3.

Holmes John McClain III reported acquisition or exercise transactions in this Form 4 filing.

AAR CORP Chairman, President & CEO John McClain Holmes III received equity awards totaling 211,705 shares of common stock on July 23, 2026. The grants comprise 20,082 shares under a Restricted Stock Agreement, 30,123 shares under a Performance Restricted Stock Agreement, and 161,500 performance-based shares awarded under a Performance Restricted Stock Agreement, each exempt under Rule 16b-3.

The 161,500-share performance-based award cliff vests on July 31, 2031, subject to Mr. Holmes’ continued service (with limited exceptions) and may only be earned if stock price vesting conditions are achieved. These conditions require the 30-day volume weighted average trading price to meet or exceed stock price hurdles of $175, $200, and $275 on or before July 31, 2031, with one-third of the shares tied to each hurdle. The reported share amount for this award assumes the target stock price metrics are met.

AAR CORP. approved a special long-term performance incentive for Chairman, Chief Executive Officer and President John M. Holmes consisting of 161,500 shares of performance-based restricted stock, with a targeted grant-date fair value of approximately $15 million under its 2013 Stock Plan.

The award cliff vests on July 31, 2031 only if the 30-day volume weighted average share price reaches stock price hurdles of $175, $200 and $250, each unlocking one-third of the shares. These hurdles reflect premiums of 35%, 54% and 93% over the $129.47 grant-date closing price and are described as potentially creating more than $4.5 billion in stockholder value if fully achieved. Limited vesting may occur upon certain termination or change-in-control events, but only to the extent the corresponding price hurdles have been met.

AAR CORP. has established an automatic shelf registration that allows it to issue, from time to time, various securities including debt securities, common stock, preferred stock, depositary shares, warrants, purchase contracts and units. Specific terms and amounts for each issuance will be set in a future prospectus supplement for each offering.

Net proceeds from any sale of these securities are expected to be used for general corporate purposes, which may include additions to working capital, repayment of existing indebtedness and acquisitions. The company is a diversified provider to aviation and government and defense markets and had 39,892,472 shares of common stock outstanding as of June 30, 2026, out of 100,000,000 authorized. The common stock trades on the New York Stock Exchange under the symbol “AIR.”

AAR CORP., a Delaware-based aviation aftermarket services provider operating in over 20 countries, reports that fiscal 2026 marked record activity across its four segments: Parts Supply, Repair, Engineering and Software, Government Solutions, and Legacy Commercial Programs.

Consolidated sales in fiscal 2026 increased by $527.5 million, or 19.0%, driven mainly by commercial customers. Sales to commercial customers were $2,384.1 million, or 72.1% of consolidated sales, helped by the ADI acquisition contributing $82.2 million and the HAECO Americas acquisition contributing $131.1 million. Sales to government customers rose by $119.5 million, or 14.9%.

Government and defense sales were $923.9 million, or 27.9% of consolidated sales, with U.S. government and contractor sales at $787.8 million. Firm backlog at May 31, 2026 was $777 million, with about 70% expected to convert to revenue in fiscal 2027. Key risks cited include airline cyclicality, U.S. government budget and contract risk, labor and union pressures, cybersecurity threats, acquisition and divestiture execution, international operations, and leverage and covenant constraints.