STOCK TITAN

AAON raises 2026 sales growth outlook to 72%-75%

AAON-branded sales rose 19.6%, while BASX-branded sales increased 218.3% during the quarter.

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Very High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

AAON, Inc. reported third-quarter 2026 net sales of $707.4 million, up 84.1% from $384.2 million a year earlier, and diluted EPS of $0.83 versus $0.37. Operating income rose 129.3% to $100.0 million. Gross profit was $188.5 million; gross margin was 26.7%, down from 27.8% a year earlier but up 60 basis points sequentially. Total backlog was $1.9 billion, up 40.5% year over year.

AAON restated its first- and second-quarter 2026 financial statements after errors in revenue calculations under the percent-of-completion method and software-subscription accounting. First-quarter net income was restated to $36.5 million, a $3.4 million decrease; first-half net income was $103.6 million, a $7.1 million increase from the previously reported amount. AAON identified a material weakness in internal control over financial reporting and said it has implemented corrective actions and is executing additional measures.

AAON raised its 2026 outlook to net sales growth of 72%-75%, gross profit margin of approximately 26%, SG&A of about 13% of sales, and depreciation and amortization of approximately $100 million. Operating cash flow totaled $146.9 million through the first nine months of 2026, compared with a use of $18.8 million in the prior-year period.

3 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

1 major · 2 points

How the balance works

Positive

  • Moderate pointThird-quarter net sales rose 84.1% year over year to $707.4 million.
  • Moderate pointNine-month operating cash flow was $146.9 million, versus an $18.8 million use.
  • Moderate pointBacklog increased 40.5% year over year to $1.9 billion.

Negative

  • Major pointA material weakness was identified in internal controls during third-quarter reporting.
  • Minor pointRestated first-quarter net income was $36.5 million, down $3.4 million.

Filing Explained

The aggregate restatement increased first-half net sales by $10.7 million and diluted EPS by $0.09, quantifying the corrections on those measures separately from the disclosed net-income revisions.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review Governance
Previously issued financial statements, a related audit report, or a completed interim review should no longer be relied upon.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Net sales $707.4 million Third quarter 2026; up 84.1% year over year
Operating income $100.0 million Third quarter 2026; up 129.3% year over year
Diluted EPS $0.83 Third quarter 2026; up 124.3% year over year
Gross margin 26.7% Third quarter 2026; 27.8% a year earlier and up 60 basis points sequentially
Total backlog $1.9 billion Third quarter 2026; up 40.5% year over year
Operating cash flow $146.9 million First nine months of 2026; compared with a use of $18.8 million in the prior-year period
Restated first-quarter net income $36.5 million First quarter 2026; decreased $3.4 million from the previously reported amount
Net sales growth outlook 72%-75% Full-year 2026 outlook
percent of completion method financial
"revenue under the percent of completion method"
material weakness financial
"a material weakness existed in internal control over financial reporting"
A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.
contract assets financial
"Contract assets, net"
Contract assets are amounts a company has earned by doing work or delivering goods under a customer agreement but has not yet billed or collected because certain contract conditions remain. Think of it as completed work sitting in a company’s toolbox waiting for an invoice trigger. For investors, growing contract assets signal future cash and revenue potential but also raise questions about timing, cash collection risk and the real strength of reported sales.
Adjusted EBITDA margin financial
"Adjusted EBITDA margin, a non-GAAP measure"
Adjusted EBITDA margin shows how much profit a company makes from its core operations, expressed as a percentage of its total revenue, after removing certain one-time or unusual expenses and income. It helps investors understand the company's true earning ability from regular business activities, making it easier to compare performance over time or with other companies. Think of it as measuring the efficiency of a business in turning sales into profits, excluding irregular adjustments.
Net sales $707.4 million Up 84.1% year over year
Operating income $100.0 million Up 129.3% year over year
Diluted EPS $0.83 Up 124.3% year over year
Gross margin 26.7% Down from 27.8% a year earlier; up 60 basis points sequentially
Guidance

Full-year 2026 outlook: net sales growth of 72%-75%, gross profit margin of approximately 26%, SG&A of about 13% of sales, and depreciation and amortization of approximately $100 million.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much revenue did AAON report in Q3 2026?

AAON reported net sales of $707.4 million for Q3 2026, up 84.1% from $384.2 million in Q3 2025; diluted EPS was $0.83, compared with $0.37.

Why did AAON restate its 2026 quarterly results?

AAON said errors in its calculation of revenue under the percent-of-completion method and its accounting for software subscriptions led to restatements of the quarters ended March 31 and June 30, 2026. The company also identified a material weakness in internal control over financial reporting.

What is AAON's 2026 outlook?

AAON's 2026 outlook calls for net sales growth of 72%-75%, gross profit margin of approximately 26%, SG&A of about 13% of sales, and depreciation and amortization of approximately $100 million.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
0000824142false00008241422026-08-102026-08-10

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 9, 2026

TAG_Digital_Primary Logo - The Aaon Group.jpg
AAON, INC.
(Exact name of Registrant as Specified in Charter) 
Nevada0-1895387-0448736
(State or Other Jurisdiction(Commission File Number: )(IRS Employer Identification No.)
of Incorporation)
2425 South Yukon Ave.,Tulsa,Oklahoma74107
(Address of Principal Executive Offices)(Zip Code)
 
(Registrant's telephone number, including area code): (918) 583-2266

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockAAONNASDAQ




Item 2.02    Results of Operations and Financial Conditions.

On November 9, 2026, AAON, Inc. (the "Company") announced its financial and operating results and backlog for the third quarter ended September 30, 2026. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company plans to host a teleconference at 5:00 P.M. (Eastern Time) on November 9, 2026 to discuss these results. The conference call will be accessible via a dial-in for those who wish to participate in Q&A as well as a listen-only webcast. The accessible dial-in is accessible at 1-888-880-3330. To access the listen-only webcast, please register at https://app.webinar.net/x89XOEkP41z. On the next business day following the call, a replay of the call will be available on the Company’s website at https://aaon.com/Investors.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On November 3, 2026, Management, with the oversight of the Audit Committee of the Board of Directors (the “Audit Committee”), concluded that the Company’s previously issued unaudited condensed consolidated financial statements included in its Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026, should no longer be relied upon due to misstatements that are described below and that the Company will restate such financial statements to make necessary corrections.

The non-reliance conclusion described above resulted from the identification of errors in the Company's calculation of revenue under the percent of completion method and accounting for software subscriptions.

The impacts of the restatement on net income are summarized below:

For the three months ended March 31, 2026: Net Income is $36.5 million representing a decrease of $3.4 million from the $39.8 million previously reported.

For the six months ended June 30, 2026: Net Income is $103.6 million, representing an increase of $7.1 million from the $96.5 million previously reported.

In connection with the restatements, the Company re-evaluated its conclusion regarding the effectiveness of the Company's disclosure controls and procedures and internal controls over financial reporting for the relevant periods and determined that a material weakness existed. The Company will report the material weakness in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

The Audit Committee has discussed the matters disclosed herein with Grant Thornton LLP, the Company's independent registered accounting firm.

Concurrently with the filing of this Current Report on Form 8-K, the Company is filing an amendment to its Quarterly Reports on Form 10-Q/A for the periods ended March 31, 2026 and June 30, 2026 to reflect these corrections. Investors are directed to the Forms 10-Q/A for a complete presentation of the restated financial statements and footnotes.

Item 7.01    Regulation FD Disclosure.

On November 9, 2026, the Company issued the press release described above in Item 2.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.

All statements in the teleconference, other than historical financial information, may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Participants and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligations to update publicly any forward-looking statements, whether as a result of



new information, future events or otherwise. Important factors that could cause results to differ materially from those in the forward-looking statements include (1) the timing and extent of changes in raw material and component prices, (2) the effects of fluctuations in the commercial/industrial new construction market, (3) the material weakness in the effectiveness of our internal controls over financial reporting and the impact of our ability to adequately remediate the material weakness in a timely manner, (4) the timing and extent of changes in interest rates, as well as other competitive factors during the year, and (5) general economic, market or business conditions.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing.


Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected impact of the error and restatement; the timing, form, and scope of any amended or future SEC filings; the expected conclusions regarding disclosure controls and procedures and internal control over financial reporting; and the Company’s remediation plans. These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties, including the discovery of additional information during the preparation of the restated financial statements, as well as the risk factors described in the Company’s SEC filings. Actual results may differ materially from those indicated by these forward-looking statements. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this report, except as required by law.




Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits
Exhibit NumberDescription
99.1
Press release dated November 9, 2026 announcing financial and operating results and backlog.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AAON, INC.
Date:
November 9, 2026
By:/s/ Luke A. Bomer
Luke A. Bomer, General Counsel and Secretary

Exhibit 99.1

tag_digitalxprimarylogo-tha.jpg
The Aaon Group Reports Record Third Quarter 2026 Results, Restates First and Second Quarter 2026 Financial Statements and Raises Full-Year Outlook
Record revenue, continued margin improvement and strong execution drive operating income and diluted EPS to more than double year over year

Company identifies material weakness and restates first and second quarter of 2026 financial statements, resulting in an increase to first-half 2026 financial results

Third Quarter 2026 Highlights
(All comparisons are year-over-year, unless otherwise noted)

•Net sales increased 84.1% to a record $707.4 million
•Gross profit increased 76.4% to $188.5 million, with gross margin of 26.7%, improving 60 basis points sequentially
•Operating income increased 129.3% to $100.0 million
•GAAP diluted EPS increased 124.3% to $0.83; Non-GAAP adjusted EPS increased 124.3% to $0.83
•Total backlog increased 40.5% year-over-year to $1.9 billion
•Year-to-date, operating cash flow improved to $146.9 million, compared with a use of $18.8 million a year ago
•During the third quarter reporting process, the Company identified errors through enhanced review and control procedures and restated first and second quarter 2026 financial statements. The Company also identified a material weakness in its internal control over financial reporting and is continuing remediation efforts. In aggregate, the restatements increased first-half net sales by $10.7 million and diluted EPS by $0.09.
Raises 2026 Outlook

•2026 outlook now reflects net sales growth of 72%-75%, gross margins of approximately 26%, and SG&A as a percent of sales of about 13%, supported by strong backlog, expanded capacity, and improving operational execution


TULSA, Okla., November 9, 2026 - AAON, INC. (NASDAQ-AAON) ("The Aaon Group" or the "Company"), a leader in high-performance HVAC and thermal management solutions, today announced its results for the third quarter of 2026 and raised its full-year outlook.

"Our third quarter results reflect strong execution and continued progress turning the investments we have made into stronger operating performance," said Matt Tobolski, President and CEO of The Aaon Group. "We delivered record net sales, more than doubled operating income and diluted EPS, improved gross margin 60 basis points sequentially, generated strong cash flow and raised full-year outlook. The improvement was broad-based, with both AAON and BASX delivering strong growth.

"During our third quarter reporting process, we also identified errors in our previously reported first and second quarter financial statements. We corrected those errors and determined that a material weakness existed in our internal control over financial reporting. We take that seriously. These issues were identified through enhanced review and control procedures as we continue to strengthen our finance organization, and we are moving with urgency to remediate the material weakness and further strengthen our control environment.
1



"Across the business, higher throughput and utilization, better overhead absorption, pricing and sourcing actions, and continued operational improvement are increasingly showing up in our results. AAON continues to gain share despite softer conditions in the broader commercial HVAC market. At BASX, customer engagement remains strong, our opportunity pipeline is healthy, and we continue to strengthen our position with strategic data center customers.

"We have invested significantly in capacity and capabilities to support our growth. We are increasingly converting those investments into revenue, earnings and cash flow while continuing to improve how we operate. There is more work to do, but the progress is clear. We remain focused on execution, continuous improvement, and creating durable long-term value."


Third Quarter 2026 Results

Net sales for the third quarter of 2026 increased 84.1% to a record $707.4 million, compared with $384.2 million in the third quarter of 2025. Growth was driven by strong demand for both the AAON and BASX brands, increased manufacturing throughput, and greater utilization of recently expanded production capacity.

AAON-branded sales increased to a record level, growing 19.6% to $310.2 million, benefitting from a healthy backlog and continued production throughput gains. BASX-branded sales grew 218.3% to a record $397.2 million, reflecting strong momentum in data center demand, continued production output gains, and increased utilization of recently added manufacturing capacity. Booking activity remained solid across both brands, contributing to market share gains and elevated backlog levels. AAON‑branded backlog increased 18.0% from the prior-year period while BASX-branded products ended the quarter with backlog up 51.1%.
Gross profit increased 76.4% to $188.5 million, compared with $106.9 million in the third quarter of 2025. Gross profit margin was 26.7%, compared with 27.8% in the prior-year period, but increased 60 basis points sequentially, marking the second consecutive quarter of improvement. Year over year, margin was impacted primarily by a higher proportion of BASX revenue generated from less mature, lower-utilization facilities, partially offset by improved price/cost and volume leverage. The sequential improvement reflects progress in mitigating these headwinds, and through a combination of pricing, sourcing, productivity, and other operational initiatives, margins continue to trend positively.

Selling, general and administrative expenses as a percent of sales declined 400 basis points to 12.5%, reflecting continued operating leverage and disciplined cost management as revenue growth outpaced overhead investments.

Operating income increased 129.3% to $100.0 million, compared with $43.6 million in the prior-year period. Diluted earnings per share were $0.83, an increase of 124.3% from $0.37 in the third quarter of 2025.

Backlog
September 30, 2026June 30, 2026September 30, 2025
(in thousands)
AAON-branded products$499,341 $540,465 $423,316 
BASX-branded products1,355,152 1,419,822 896,824 
$1,854,493 $1,960,287 $1,320,140 

Total backlog increased 40.5% year-over-year to $1.9 billion, compared to $1.3 billion the prior year. BASX-branded backlog increased 51.1% year-over-year, reflecting continued customer investment activity in data center infrastructure and the value customers place on BASX's custom-engineered solutions. AAON-branded backlog increased 18.0% year-over-year, supported by strong order activity despite soft end-market conditions.

Compared to the second quarter of 2026, total backlog decreased 5.9%, primarily reflecting accelerated backlog conversion into record revenue and the inherent timing variability of large BASX project awards. The Company continues to see strong customer engagement and a healthy pipeline of opportunities across the data center market, and expects order strength to continue in the fourth quarter and as we enter 2027. AAON-branded backlog declined 7.6% sequentially, primarily reflecting higher production and improved throughput as we continued to reduce elevated lead times. Strong order activity and continued market share gains partially offset the decline despite softness in the commercial HVAC market. Across the enterprise, our
2


expanded capacity, shorter lead times, and differentiated, value-added solutions reinforce our confidence in the underlying fundamentals of the business.

2026 Outlook

Based on strong third quarter performance, increased manufacturing throughput, and current business conditions, the Company raised its full-year 2026 outlook:
CurrentPrior
MetricFY26FY26
YoY Sales Growth72%-75%55%-60%
Gross Profit Margin~26%25%-26%
SG&A as a % of sales~13%13%-14%
Depreciation & Amortization~$100M$95M-$100M

"Our raised outlook reflects the strength of our third quarter performance, continued customer activity across our end markets, and the meaningful progress we are making towards increasing throughput and converting backlog into revenue," said Matt Tobolski. "Expanded capacity, shorter lead times, and continued operational execution provide increased confidence in our ability to deliver strong growth through the remainder of the year.

"We are encouraged by the sequential improvement in gross margin during the third quarter. Higher production volumes, better utilization, pricing actions, sourcing initiatives, and continued operational discipline are beginning to show more clearly in our results. While additional work remains, we expect continued progress in the fourth quarter and remain confident in the long-term earnings power and cash generation potential of the business."

Restatement of Previously Issued Quarterly Financial Statements & Material Weakness

The Company has restated its previously issued financial statements for the first and second quarters of 2026. In aggregate, the restatements resulted in increases to first-half 2026 net sales, gross margin, and GAAP diluted EPS of $10.7 million, 71 basis points, and $0.09, respectively.

Management concluded that restatements to previously issued interim financial statements were appropriate and that a material weakness existed in internal control over financial reporting. The Company has implemented corrective actions and is executing additional measures designed to further strengthen our control environment and internal controls over financial reporting. The Company found no evidence of fraud or misconduct in connection with these matters and believes the identified errors do not alter the underlying strength of the business or its long-term growth outlook.

The impact of the restated first and second quarter of 2026 financial statements to correct for the identified errors can be seen at the end of this release or in Footnote 2 of the restated 10-Q filings for the first and second quarters of 2026, being filed today. Additional information regarding the material weakness can be found in Item 4 of the third quarter 10-Q filing, also being filed today.











3


Segment Results


AAON Oklahoma
Three Months Ended 
(in thousands)September 30, 2026June 30, 2026March 31, 2026December 31, 2025September 30, 2025
Net sales$283,492 $262,277 $243,967 $215,503 $238,748 
Gross profit$72,346 $63,617 $64,272 $59,168 $78,803 
Gross profit margin25.5 %24.3 %26.3 %27.5 %33.0 %
Non-GAAP Adjusted gross profit$93,075 $81,739 $74,117 $65,567 $83,303 
Non-GAAP Adjusted gross profit margin32.8 %31.2 %30.4 %30.4 %34.9 %

AAON Oklahoma generated net sales of $283.5 million, an increase of 18.7% from the prior-year period. Growth was supported by effective execution of a robust backlog and continued operational improvements that enhanced production throughput and backlog conversion. Higher pricing also contributed to growth.

Gross profit was $72.3 million compared with $78.8 million in the prior-year period. Gross margin was 25.5%, compared to 33.0% in the third quarter of 2025. Segment profitability was impacted by $20.7 million of overhead expenses associated with the Memphis facility, compared with $4.5 million in the prior-year period. Sequentially, excluding these expenses, AAON Oklahoma adjusted gross margin improved 160 basis points, benefiting from improving price/cost and higher capacity utilization.


AAON Coil Products

Three Months Ended 
(in thousands)September 30, 2026June 30, 2026March 31, 2026December 31, 2025September 30, 2025
Net sales$192,630 $152,282 $101,654 $102,619 $70,246 
Gross profit$49,792 $29,140 $12,345 $21,827 $7,758 
Gross profit margin25.8 %19.1 %12.1 %21.3 %11.0 %

AAON Coil Products generated net sales of $192.6 million, an increase of 174.2% from the prior-year period. Growth was driven primarily by BASX-branded liquid cooling sales of $165.5 million, up 255.6% during the period.

Gross profit increased 541.8% to $49.8 million, compared with $7.8 million in the prior-year period. Gross margin was 25.8%, compared with 11.0% in the third quarter of 2025. The year-over-year margin performance reflected repricing of existing backlog to mitigate inflationary and other price/cost headwinds. Results were also positively impacted by improved labor efficiency, better overhead absorption, and higher production volume.








4


BASX
Three Months Ended
(in thousands)September 30, 2026June 30, 2026March 31, 2026December 31, 2025September 30, 2025
Net sales$231,308 $227,569 $146,904 $106,095 $75,244 
Gross profit$66,401 $74,885 $43,937 $28,775 $20,300 
Gross profit margin28.7 %32.9 %29.9 %27.1 %27.0 %

BASX segment generated net sales of $231.3 million, an increase of 207.4% from the prior-year period. Growth was driven by strong backlog conversion, sustained data center investment activity, and increased production capacity resulting from the continued ramp of the Company's manufacturing footprint, including the Memphis facility.

Gross profit increased 227.1% to $66.4 million, compared with $20.3 million in the prior-year period. Gross margin was 28.7%, up from 27.0% in the third quarter of 2025. The year-over-year margin improvement reflected substantial volume growth, partially offset by incremental resources and investments required to support future growth, customer delivery, and continued share gains.

Balance Sheet & Cash Flow

As of September 30, 2026, the Company had cash, cash equivalents and restricted cash of $3.7 million and a balance on its revolving credit facility of $386.7 million.

Andy Cheung, CFO and Treasurer, commented, "Our balance sheet continued to strengthen during the third quarter as robust earnings growth and disciplined execution drove another period of exceptional cash flow generation. Operating cash flow totaled $146.9 million through the first nine months of 2026, a significant improvement from a $18.8 million use of cash in the prior year period. This improved cash flow provides The Aaon Group with a significant runway for continued execution of our strategic growth initiatives. Looking ahead, we remain confident that continued operational execution, working capital discipline, and margin improvement initiatives will support robust cash flow generation and continued balance sheet improvement."


Conference Call

The Company will host a conference call and webcast today at 5:00 p.m. EST to discuss the third quarter of 2026 results and outlook. The conference call will be accessible via dial-in for those who wish to participate in Q&A as well as a listen-only webcast. The dial-in is accessible at 1-888-880-3330. To access the listen-only webcast, please register at https://app.webinar.net/E7MK2gxj9Oo. On the next business day following the call, a replay of the call will be available on the company’s website at https://investors.theaaongroup.com/.

About The Aaon Group

The Aaon Group provides high-performance HVAC and thermal management solutions for commercial, industrial, and data center environments. Through two strong brands, AAON and BASX, the company designs and manufactures highly configurable and custom-engineered equipment focused on efficiency, performance, reliability, and long-term customer value. For more information, please visit theaaongroup.com.


Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligations to update publicly any forward-looking statements, whether as a
5


result of new information, future events or otherwise. Important factors that could cause results to differ materially from those in the forward-looking statements include (1) the timing and extent of changes in raw material and component prices, (2) the effects of fluctuations in the commercial/industrial new construction market, (3) the material weakness in the effectiveness of our internal controls over financial reporting and the impact of our ability to adequately remediate the material weakness in a timely manner, (4) the timing and extent of changes in interest rates, as well as other competitive factors during the year, and (5) general economic, market or business conditions. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in any forward-looking statements, see “Risk Factors” and “Forward Looking Statements” in AAON’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by AAON’s Quarterly Reports on Form 10-Q, and AAON’s Current Reports on Form 8-K.


Contact Information

Joseph Mondillo
Director of Investor Relations & Corporate Strategy
Email: investorrelations@theaaongroup.com
6


AAON, Inc. and Subsidiaries
Consolidated Statements of Income
(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(in thousands, except per share data)
Net sales$707,430 $384,238 $1,842,082 $1,017,859 
Cost of sales518,891 277,377 1,365,347 741,905 
Gross profit188,539 106,861 476,735 275,954 
Selling, general and administrative expenses88,559 63,230 242,817 173,670 
(Gain) loss on disposal of assets— 36 — (4)
Income from operations99,980 43,595 233,918 102,288 
Interest expense(5,817)(5,153)(17,067)(11,964)
Other income, net67 — 302 106 
Income before taxes94,230 38,442 217,153 90,430 
Income tax provision25,272 7,660 44,620 14,869 
Net income$68,958 $30,782 $172,533 $75,561 
Earnings per share:
Basic EPS$0.84 $0.38 $2.10 $0.93 
Diluted EPS$0.83 $0.37 $2.06 $0.91 
Cash dividends declared per common share:$0.10 $0.10 $0.30 $0.30 
Weighted average shares outstanding:
Basic82,454,996 81,543,105 82,217,732 81,485,914 
Diluted83,557,784 82,952,049 83,570,266 83,086,858 



7


AAON, Inc. and Subsidiaries
Segment Net Sales and Profit
(Unaudited)

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(in thousands)
AAON Oklahoma
External sales$283,492 $238,748 $789,735 $585,706 
Inter-segment sales89,029 9,737 224,897 18,894 
Eliminations(89,029)(9,737)(224,897)(18,894)
     Net sales283,492 238,748 789,735 585,706 
     Cost of sales1
211,146 159,945 589,500 412,786 
     Gross profit72,346 78,803 200,235 172,920 
AAON Coil Products
External sales$192,630 $70,246 $446,566 $222,734 
Inter-segment sales4,376 4,689 18,854 11,707 
Eliminations(4,376)(4,689)(18,854)(11,707)
     Net sales192,630 70,246 446,566 222,734 
     Cost of sales1
142,838 62,488 355,289 174,889 
     Gross profit49,792 7,758 91,277 47,845 
BASX
External sales$231,308 $75,244 $605,781 $209,419 
Inter-segment sales108 26 664 576 
Eliminations(108)(26)(664)(576)
     Net sales231,308 75,244 605,781 209,419 
     Cost of sales1
164,907 54,944 420,558 154,230 
     Gross profit66,401 20,300 185,223 55,189 
Consolidated gross profit$188,539 $106,861 $476,735 $275,954 
1 Presented after intercompany eliminations.

The reconciliation between consolidated gross profit to consolidated income from operations is as follows:
Consolidated gross profit$188,539 $106,861 $476,735 $275,954 
Less: Selling, general and administrative expenses88,559 63,230 242,817 173,670 
Add: (gain) loss on disposal of assets— (36)— 4 
Consolidated income from operations$99,980 $43,595 $233,918 $102,288 
8


AAON, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)

September 30, 2026December 31, 2025
Assets(in thousands, except share and per share data)
Current assets:
Cash and cash equivalents$13 $13 
Restricted cash3,658 1,226 
Accounts receivable, net396,849 314,387 
Income tax receivable334 27,445 
Inventories, net376,045 261,151 
Contract assets, net279,544 247,037 
Prepaid expenses and other18,274 17,921 
Total current assets1,074,717 869,180 
Property, plant and equipment, net689,617 631,262 
Intangible assets, net and goodwill168,435 165,799 
Right-of-use assets18,955 17,988 
Other long-term assets1,672 2,281 
Total assets$1,953,396 $1,686,510 
Liabilities and Stockholders' Equity
Current liabilities:
Short-term obligations of NMTC1
7,535 7,535 
Accounts payable182,598 110,437 
Accrued liabilities185,918 132,213 
Contract liabilities5,713 80,670 
Total current liabilities381,764 330,855 
Debt, long-term386,709 398,320 
Deferred tax liabilities44,323 30,313 
Other long-term liabilities34,484 23,299 
New markets tax credit obligations1
21,371 8,738 
Commitments and contingencies (Note 19)
Stockholders' equity:
Preferred stock, $.001 par value, 5,000,000 shares authorized, no shares issued
— — 
Common stock, $.004 par value, 200,000,000 shares authorized, 82,459,251 and 81,691,075 issued and outstanding at September 30, 2026 and December 31, 2025, respectively
330 327 
Additional paid-in capital106,202 64,358 
Retained earnings978,213 830,300 
Total stockholders' equity1,084,745 894,985 
Total liabilities and stockholders' equity$1,953,396 $1,686,510 
1 Held by variable interest entities







9


AAON, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended September 30,
20262025
Operating Activities(in thousands)
Net income$172,533 $75,561 
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization73,859 58,838 
Amortization of debt issuance costs124 250 
Amortization of right-of-use assets240 118 
(Recoveries of) Provision for losses on accounts receivable, net of adjustments(128)92 
Provision for losses on contract assets, net of adjustments— 200 
Provision for excess and obsolete inventories, net of write-offs1,745 1,025 
Share-based compensation16,886 13,421 
Other — (32)
Deferred income taxes14,010 23,035 
Changes in assets and liabilities:
Accounts receivable(82,334)(118,896)
Income tax receivable27,111 (21,393)
Inventories(116,639)(64,116)
Contract assets(32,507)(71,919)
Prepaid expenses and other long-term assets256 (771)
Accounts payable83,010 59,891 
Contract liabilities(74,957)5,061 
Extended warranties10,737 431 
Accrued liabilities and other long-term liabilities52,946 20,420 
Net cash provided by (used in) operating activities146,892 (18,784)
Investing Activities
Capital expenditures(138,097)(128,067)
Grant proceeds received1,650 — 
Proceeds from sale of property, plant and equipment— 275 
Acquisition of intangible assets(9,252)(10,868)
Principal payments from note receivable— 37 
Net cash used in investing activities(145,699)(138,623)
Financing Activities
Borrowings of debt925,430 658,458 
Payments of debt(937,041)(453,449)
Proceeds from financing obligation, net of issuance costs12,908 — 
Payment related to financing costs(399)(1,395)
Stock options exercised29,563 13,275 
Repurchase of stock - open market— (29,992)
Repurchases of stock - LTIP plans (Note 17)(4,602)(9,300)
Cash dividends paid to stockholders(24,620)(24,437)
Net cash provided by financing activities1,239 153,160 
Net increase (decrease) in cash, cash equivalents, and restricted cash2,432 (4,247)
Cash, cash equivalents, and restricted cash, beginning of period1,239 6,514 
Cash, cash equivalents, and restricted cash, end of period$3,671 $2,267 
10




Use of Non-GAAP Financial Measures

To supplement the Company’s consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), additional non-GAAP financial measures are provided and reconciled in the following tables. The Company believes that these non-GAAP financial measures, when considered together with the GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results. The Company believes that this non-GAAP financial measure enhances the ability of investors to analyze the Company’s business trends and operating performance as they are used by management to better understand operating performance. Since adjusted net income, adjusted net income per diluted share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin are non-GAAP measures and are susceptible to varying calculations, adjusted net income, adjusted net income per diluted share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin, as presented, may not be directly comparable with other similarly titled measures used by other companies.

Non-GAAP Adjusted Net Income

The Company defines non-GAAP adjusted net income as net income adjusted for any infrequent events, such as litigation settlements, net of profit sharing and tax effect, in the periods presented.

The following table provides a reconciliation of net income (GAAP) to non-GAAP adjusted net income for the periods indicated:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(in thousands)
Net income, a GAAP measure$68,958 $30,782 $172,533 $75,561 
Add: Memphis incentive fee1
— — 1,448 6,105 
Profit sharing effect2
— — (123)(519)
Tax effect— — (332)(1,369)
Non-GAAP adjusted net income$68,958 $30,782 $173,526 $79,778 
Non-GAAP adjusted earnings per diluted share$0.83 $0.37 $2.08 $0.96 
1The incentive fee relates to fees payable to our real estate broker associated with the acquisition of our Memphis, Tenn. plant for a percentage of the incentives awarded to us by various entities.
2Profit sharing effect of the Memphis incentive fee in the respective period.
EBITDA

EBITDA (as defined below) is presented herein and reconciled from the GAAP measure of net income because of its wide acceptance by the investment community as a financial indicator of a company's ability to internally fund operations. The Company defines EBITDA as net income, plus (1) depreciation and amortization, (2) interest expense (income), net and (3) income tax expense. EBITDA is not a measure of net income or cash flows as determined by GAAP. EBITDA margin is defined as EBITDA as a percentage of net sales.

The Company’s EBITDA measure provides additional information which may be used to better understand the Company’s operations. EBITDA is one of several metrics that the Company uses as a supplemental financial measurement in the evaluation of its business and should not be considered as an alternative to, or more meaningful than, net income, as an indicator of operating performance. Certain items excluded from EBITDA are significant components in understanding and assessing a Company's financial performance. EBITDA, as used by the Company, may not be comparable to similarly titled measures reported by other companies. The Company believes that EBITDA is a widely followed measure of operating performance and is one of many metrics used by the Company’s management team and by other users of the Company’s consolidated financial statements.

11


Adjusted EBITDA is calculated as EBITDA adjusted by items in non-GAAP adjusted net income, above, except for taxes, as taxes are already excluded from EBITDA.

The following table provides a reconciliation of net income (GAAP) to EBITDA (non-GAAP) and Adjusted EBITDA (non-GAAP) for the periods indicated:

Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
(in thousands)
Net income, a GAAP measure$68,958 $30,782 $172,533 $75,561 
Depreciation and amortization27,141 19,959 73,859 58,838 
Interest expense, net5,817 5,153 17,067 11,964 
Income tax expense25,272 7,660 44,620 14,869 
EBITDA, a non-GAAP measure$127,188 $63,554 $308,079 $161,232 
Add: Memphis incentive fee1
— — 1,448 6,105 
Profit sharing effect2
— — (123)(519)
Adjusted EBITDA, a non-GAAP measure$127,188 $63,554 $309,404 $166,818 
Adjusted EBITDA margin, a non-GAAP measure18.0 %16.5 %16.8 %16.4 %
1The incentive fee relates to fees payable to our real estate broker associated with the acquisition of our Memphis, Tenn. plant for a percentage of the incentives awarded to us by various entities.
2Profit sharing effect of the Memphis incentive fee in the respective period.



Non-GAAP Adjusted Selling, General and Administrative Expenses

The following table provides a reconciliation of selling, general and administrative expenses (GAAP) to adjusted selling, general and administrative expenses (non-GAAP) for the periods indicated:
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Non-GAAP Adjusted Selling, General and Administrative Expenses
SG&A, a GAAP measure$88,559 $63,230 $242,817 $173,670 
Memphis incentive fee— — (1,448)(6,105)
Profit sharing effect— — 123 519 
Non-GAAP adjusted SG&A expenses88,559 63,230 241,492 168,084 
As a percent of sales12.5 %16.5 %13.1 %16.5 %













12



Non-GAAP Adjusted AAON Oklahoma Gross Profit

The following tables provides a reconciliation of AAON Oklahoma gross profit (GAAP) to adjusted gross profit (non-GAAP) for the periods indicated:

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2026202520262025
Non-GAAP Adjusted AAON Oklahoma Gross profit
AAON Oklahoma Net sales$283,492 $238,748 $789,735 $585,706 
AAON Oklahoma Gross profit$72,346 $78,803 $200,235 $172,920 
Memphis facility overhead costs20,729 4,500 48,696 9,300 
Non-GAAP Adjusted AAON Oklahoma Gross profit$93,075 $83,303 $248,931 $182,220 
Non-GAAP Adjusted AAON Oklahoma Gross profit margin32.8%34.9%31.5%31.1%

Three Months Ended 
(in thousands)June 30, 2026March 31, 2026December 31, 2025
Non-GAAP Adjusted AAON Oklahoma Gross profit
AAON Oklahoma Net sales$262,276 $243,967 $215,503 
AAON Oklahoma Gross profit$63,617 $64,272 $59,168 
Memphis facility overhead costs$18,122 $9,845 $6,399 
Non-GAAP Adjusted AAON Oklahoma Gross profit$81,739 $74,117 $65,567 
Non-GAAP Adjusted AAON Oklahoma Gross profit margin31.2 %30.4 %30.4 %























13









Restatement of Previously Issued Financial Statements

During the third quarter of 2026, management identified certain errors related to revenue recognition and accounting for software subscriptions. The Company has restated its previously issued financial statements.

Following is a summary of the significant effects of the restatement on the Company’s condensed statements of income and segment reporting for the three and six months ended June 30, 2026.

For the Three Months Ended March 31, 2026
As Previously ReportedAdjustmentsAs Restated
(in thousands)
Net sales$496,936 $(4,411)$492,525 
Gross profit124,965 (4,411)120,554 
Selling, general and administrative expenses67,906 385 68,291 
Income from operations57,059 (4,796)52,263 
Income before taxes52,081 (4,796)47,285 
Income tax provision12,266 (1,444)10,822 
Net income$39,815 $(3,352)$36,463 
Earnings per share:0
Basic EPS$0.49 $(0.04)$0.45 
Diluted EPS$0.48 $(0.04)$0.44 

For the Three Months Ended June 30, 2026
As Previously ReportedAdjustmentsAs Restated
(in thousands)
Net sales$626,976 $15,151 $642,127 
Gross profit152,491 15,151 167,642 
Selling, general and administrative expenses83,607 2,360 85,967 
Income from operations68,884 12,791 81,675 
Income before taxes62,847 12,791 75,638 
Income tax provision6,188 2,338 8,526 
Net income$56,659 $10,453 $67,112 
Earnings per share:0
Basic EPS$0.69 $0.13 $0.82 
Diluted EPS$0.68 $0.12 $0.80 

14


For the Three Months Ended March 31, 2026
As Previously ReportedAdjustmentsAs Restated
(in thousands)
AAON Coil Products
External sales117,611 (15,957)101,654 
     Net sales117,611 (15,957)101,654 
     Gross profit28,302 (15,957)12,345 
BASX
External sales135,358 11,546 146,904 
     Net sales135,358 11,546 146,904 
     Gross profit32,391 11,546 43,937 
Consolidated gross profit124,965 (4,411)120,554 
For the Three Months Ended June 30, 2026
As Previously ReportedAdjustmentsAs Restated
(in thousands)
AAON Coil Products
External sales146,680 5,602 152,282 
     Net sales146,680 5,602 152,282 
     Gross profit23,538 5,602 29,140 
BASX
External sales218,020 9,549 227,569 
     Net sales218,020 9,549 227,569 
     Gross profit65,336 9,549 74,885 
Consolidated gross profit152,491 15,151 167,642 
15

Filing Exhibits & Attachments

4 documents

Keep reading