Holmes John McClain III 4

What Happened

• John McClain Holmes III, Chairman, President & CEO of AAR CORP (AIR), exercised 10,000 option shares on 2026-02-03 at $37.66 per share (cost $376,600) and sold 10,000 shares in an open-market transaction the same day for a weighted average price of $108.44 (total proceeds $1,084,363). The filing also shows a separate derivative conversion/disposition of 10,000 shares at $0 and a gift of 2,000 shares to a donor-advised charitable fund.
• Net proceeds before taxes/fees from the exercised-and-sold shares are roughly $707,763 (sale proceeds minus exercise cost). The 2,000 gifted shares had no sale proceeds.

Key Details

• Transaction date: 2026-02-03.
• Exercise: 10,000 shares @ $37.66 = $376,600 (code M).
• Sale: 10,000 shares @ weighted avg $108.44 = $1,084,363 (code S). Footnote: sale prices ranged from $108.28 to $108.5673; weighted average reported.
• Gift: 2,000 shares to a donor-advised charitable fund (code G; footnote indicates donor-advised fund).
• A separate M-coded line shows 10,000 shares disposed at $0 related to the derivative conversion/exercise reporting.
• Shares owned after the transactions are not specified in the filing.
• Filing timeliness: Report covers transactions dated and reported on 2026-02-03 (no late filing indicated).

Context

• This pattern—exercising options and selling the resulting shares the same day—is commonly a cashless exercise: the insider pays the option strike and immediately sells shares to realize value. That transaction structure is routine and does not, by itself, indicate longer-term buying sentiment.
• Gifts to a donor-advised fund are philanthropic and do not necessarily reflect the insider’s view of the stock.