Form 4: AAR Director Acquires Phantom Stock

AAR Corp. Director Robert F. Leduc acquired 172 shares of phantom stock, increasing his beneficial ownership to 5,092 shares.

Summary

• Robert F. Leduc, a Director of AAR Corp. (AIR), acquired 172 shares of phantom stock.
• The transaction occurred on November 28, 2025, with each phantom stock share valued at $83.21, economically equivalent to one share of AAR Corp. common stock.
• Following this acquisition, Mr. Leduc's total beneficial ownership of phantom stock increased to 5,092 shares.
• These phantom stock shares are payable in cash or common stock, at Mr. Leduc's election, upon his termination of service as a director or on other specified dates, as per the Non-Employee Directors' Deferred Compensation Plan.

Sentiment

Score: 6

Explanation: The filing reports a routine insider transaction (acquisition of phantom stock) as part of a compensation plan, which is generally a neutral to slightly positive signal of continued director alignment, but not indicative of significant operational news.

Positives

• Director Robert F. Leduc increased his beneficial ownership in AAR Corp. through the acquisition of 172 shares of phantom stock.
• The acquisition demonstrates continued alignment of director interests with shareholder value through participation in a deferred compensation plan.

Future Outlook

The phantom stock is payable upon the reporting person's termination of service as a director or on other specified dates, providing a future payout mechanism tied to continued service or deferred compensation.

Industry Context

This transaction is a routine insider filing, common for directors participating in deferred compensation plans, and reflects standard practices for aligning executive and director incentives with company performance in the aerospace and defense industry.

Comparison to Industry Standards

• The use of phantom stock as a component of non-employee director compensation is a common practice across various industries, including aerospace and defense, to defer income and align long-term interests without immediate equity issuance.
• The structure, allowing for payout upon termination of service or specified dates, is consistent with typical deferred compensation arrangements for board members.

Corporate Governance

Related Party Transactions

• Acquisition of phantom stock by Director Robert F. Leduc from AAR Corp. as part of the Non-Employee Directors' Deferred Compensation Plan.

Stakeholder Impact

• Shareholders: Increased alignment of director's financial interests with the company's long-term performance.

Next Steps

• The phantom stock will become payable in cash or common stock upon Robert F. Leduc's termination of service as a director or on other dates specified by him, as per the Non-Employee Directors' Deferred Compensation Plan.

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction involving the acquisition of phantom stock by a director as part of a deferred compensation plan. While it indicates continued alignment of the director's interests with the company, it does not provide new material information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as this filing alone does not present a catalyst for significant price movement.

Keywords

AAR Corp, AIR, Robert F. Leduc, Phantom Stock, Insider Transaction, Director Compensation, Deferred Compensation, Equity Acquisition