Form 4: AAR CEO Exercises Options, Sells Shares in January 2026

AAR Corp's Chairman, President & CEO, John McClain Holmes III, exercised stock options and subsequently sold a portion of the acquired common stock in January 2026.

Summary

• John McClain Holmes III, Chairman, President & CEO of AAR CORP, reported multiple transactions involving company stock.
• On January 13, 2026, Holmes exercised options to acquire 16,802 shares of common stock at an exercise price of $48.09 per share.
• Immediately following the option exercise on January 13, 2026, he sold 16,802 shares of common stock at a weighted average price of $98.9251 per share, with prices ranging from $98.5000 to $99.4450.
• On January 14, 2026, Holmes exercised options to acquire 3,947 shares of common stock at an exercise price of $48.09 per share.
• Also on January 14, 2026, he sold 3,947 shares of common stock at a weighted average price of $99.407 per share, with prices ranging from $99.00 to $100.22.
• Additionally, on January 14, 2026, Holmes exercised options to acquire 6,000 shares of common stock at an exercise price of $37.66 per share.
• Concurrently on January 14, 2026, he sold 6,000 shares of common stock at a weighted average price of $99.407 per share, with prices ranging from $99.00 to $100.22.
• Following these transactions, John McClain Holmes III beneficially owns 237,064 shares of AAR CORP common stock.
• The transactions were made pursuant to a Rule 10b5-1 plan.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While insider selling can sometimes be viewed negatively, these transactions appear to be routine exercises and sales of options, likely part of a compensation plan, and indicate the executive is realizing significant value from previously granted equity due to a higher stock price.

Positives

• The executive is realizing value from previously granted stock options, indicating a significant increase in the company's stock price since the options were granted (exercise prices of $48.09 and $37.66 vs. sale prices around $99).
• The transactions were conducted under a Rule 10b5-1 plan, suggesting a pre-arranged and systematic approach to stock sales, which can mitigate concerns about opportunistic insider trading.

Negatives

• The sale of common stock by a high-ranking executive, even if pre-planned, could be perceived by some investors as a reduction in direct exposure to the company's future stock performance.

Risks

• No specific risks are mentioned in this Form 4 filing, as it primarily reports insider transactions.

Future Outlook

This Form 4 filing does not contain forward-looking statements or guidance regarding the company's future performance or outlook.

Management Comments

• 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 shares sold at each separate price within the reported ranges.

Industry Context

Executive stock option exercises and subsequent share sales are common practices in publicly traded companies, often forming a significant part of executive compensation. These transactions are typically pre-scheduled under Rule 10b5-1 plans to avoid accusations of trading on material non-public information.

Comparison to Industry Standards

• The structure of these transactions, involving the exercise of stock options and immediate sale of shares, is a standard practice for executives to monetize their equity compensation. This is consistent with compensation strategies observed across various industries, particularly in mature companies where executives may diversify their holdings.
• The use of a Rule 10b5-1 plan aligns with best practices in corporate governance, providing a defense against insider trading allegations by establishing a pre-arranged trading schedule.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: May observe the executive's monetization of equity, which is a common practice but could be interpreted differently depending on individual investment philosophies. The use of a 10b5-1 plan provides transparency.
• Employees: No direct impact mentioned.

Next Steps

• The reporting person will provide detailed transaction information upon request to AAR CORP, security holders, or the SEC staff.

Key Dates

Keywords

AAR CORP, AIR, Form 4, Insider Trading, Stock Options, Executive Compensation, Share Sale, John McClain Holmes III, Rule 10b5-1