AAR CORP 8-K/A

What Happened
AAR CORP (AIR) filed an amendment to its Dec. 4, 2025 Form 8-K to disclose compensation adjustments for Vice President, Financial Operations Sarah L. Flanagan in connection with her appointment as Interim Chief Financial Officer (effective Dec. 4, 2025). On Jan. 22, 2026 the Human Capital and Compensation Committee approved additional long‑term equity awards to Ms. Flanagan with an aggregate grant‑date value of approximately $500,000.

Key Details

• The amendment was filed Jan. 23, 2026 to report adjustments approved Jan. 22, 2026; original appointment was effective Dec. 4, 2025.
• The new awards total ~ $500,000 based on the closing stock price on the Jan. 22, 2026 grant date.
• Award mix: 60% performance‑based restricted stock, 20% time‑based restricted stock, 20% non‑qualified stock options. Grant date fair value and option exercise price: $107.74 per share.
• Vesting: performance and time‑based restricted stock vest in full on the 3rd anniversary of the grant; options vest one‑third on each of the 1st, 2nd and 3rd anniversaries. Performance awards use the same measures and three‑year performance period that run through the fiscal year ending May 31, 2028.
• Awards were granted under the Company’s 2013 Stock Plan and related Fiscal 2026 award agreements. Ms. Flanagan’s base salary, annual bonus opportunity, and long‑term incentive opportunity were not otherwise changed.

Why It Matters
This disclosure tells investors how AAR is compensating an interim finance leader while it searches for a permanent CFO (internal and external candidates considered). The ~$500,000 in equity tied to multi‑year vesting and performance criteria aligns some of her pay with future company performance and retention, and provides transparency about executive compensation changes that could affect dilution and governance.