AAR Corporation

12/19/2025 | Press release | Distributed by Public on 12/19/2025 16:02

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Flanagan Sarah Louise
2. Date of Event Requiring Statement (Month/Day/Year)
12/11/2025
3. Issuer Name and Ticker or Trading Symbol
AAR CORP [AIR]
(Last) (First) (Middle)
1100 N. WOOD DALE RD.
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Interim CFO VP Fin Ops
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
WOOD DALE, IL 60191
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 29,133 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option 07/31/2019 07/09/2028 Common Stock 9,150 $48.09 D
Stock Option 07/31/2020 07/08/2029 Common Stock 10,750 $37.66 D
Stock Option 07/31/2022 07/12/2031 Common Stock 9,515 $37.74 D
Stock Option 03/25/2023 03/25/2032 Common Stock 28 $50.93 D
Stock Option 07/31/2023 07/18/2032 Common Stock 9,940 $41.88 D
Stock Option 07/31/2024(1) 07/24/2033 Common Stock 6,915 $58.27 D
Stock Option 07/31/2025(2) 07/22/2034 Common Stock 6,860 $67.02 D
Stock Option 07/31/2026(3) 07/23/2035 Common Stock 6,090 $79.45 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flanagan Sarah Louise
1100 N. WOOD DALE RD.
WOOD DALE, IL 60191
Interim CFO VP Fin Ops

Signatures

/s/ Katherine Kwiat, power of attorney 12/19/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) The option became exercisable as to 2,305 shares on July 31, 2024 and 2,305 shares on July 31, 2025 and becomes exercisable as to the remaining 2,305 shares on July 31, 2026.
(2) The option became exercisable as to 2,286 shares on July 31, 2025 and becomes exercisable as to 2,286 of the remaining shares on July 31, 2026 and 2,288 of the remaining shares on July 31, 2027.
(3) The awarded stock option vests and becomes exercisable in 1/3 annual installments beginning on July 31, 2026 and shall vest as follows: 33 1/3% on each of July 31, 2026, July 31, 2027 and July 31, 2028.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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