SEC Form 4 · accession 0000001750-26-000082
AAR CORP · AIR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John McClain Holmes III
Officer — Chairman, President & CEO · Director
Period of report
Jul 23, 2026
Accepted (ET)
Jul 24, 2026 · 1:57 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0000001750
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 23, 2026 | A | 20,082 | $0.00 | A | 290,102 | D | |
| Common StockF2 | Jul 23, 2026 | A | 30,123 | $0.00 | A | 320,225 | D | |
| Common StockF3 | Jul 23, 2026 | A | 161,500 | $0.00 | A | 481,725 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Award of stock pursuant to a Restricted Stock Agreement in a transaction exempt under Rule 16b-3.
- F2Award of stock pursuant to a Performance Restricted Stock Agreement in a transaction exempt under Rule 16b-3.
- F3Award of stock pursuant to a Performance Restricted Stock Agreement in a transaction exempt under Rule 16b-3. The performance-based stock cliff vests on July 31, 2031 (the "Vesting Date"), subject to Mr. Holmes' continued service through such date (other than in certain limited circumstances), and may only be earned based on, and to the extent of, the achievement of stock price vesting conditions that will be met when the 30-day volume weighted average trading price of a share of the Company's common stock meets or exceeds one or more of the following stock price hurdle thresholds on or prior to July 31, 2031: (1) $175 stock price - one-third shares will vest on the Vesting Date; (2) $200 stock price - an additional one-third shares will vest on the Vesting Date; and (3) $275 stock price - an additional one-third shares will vest on the Vesting Date. The number of shares reported herein assumes the target stock price metrics are met.