AAON, Inc. (AAON) director uses 1,225 shares to cover taxes

Rhea-AI Filing Summary

AAON, INC. director Gary D. Fields reported a tax-related share disposition. On March 6, 2026, he used 1,225 shares of Common Stock, valued at $88.33 per share, to cover tax obligations, a non-market transaction coded as tax withholding.

After this event, Fields directly holds 35,611 AAON common shares and indirectly holds 6,095 shares through a 401(k) plan. The filing also lists several outstanding stock option grants with exercise prices between $31.69 and $82.39 per share, expiring from 2030 to 2035, indicating a continuing long-term equity position.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fields Gary D

(Last) (First) (Middle)

2425 S. YUKON

(Street)

TULSA OK 74107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
AAON, INC. [ AAON ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $.004	03/06/2026		F		1,225	D	$88.33(1)	35,611	D
Common Stock, par value $.004								6,095	I	401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$31.69							05/12/2021	05/12/2030	Common Stock	5,253		5,253	D
Stock Option (Right to Buy)	$48.91							03/11/2022	03/11/2031	Common Stock	47,191		47,191	D
Stock Option (Right to Buy)	$36.13							03/15/2023	03/15/2032	Common Stock	19,081		19,081	D
Stock Option (Right to Buy)	$62.03							03/06/2024	03/06/2033	Common Stock	31,968		31,968	D
Stock Option (Right to Buy)	$79.73							03/11/2025	03/11/2034	Common Stock	22,338		22,338	D
Stock Option (Right to Buy)	$82.39							03/11/2026	03/11/2035	Common Stock	7,329		7,329	D

Explanation of Responses:

1. All shares granted/purchased/converted/sold, as applicable, at an exact price. A breakdown is not applicable.

Remarks:

	Gary D. Fields	03/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did AAON (AAON) report for Gary D. Fields?

AAON reported a tax-withholding transaction for director Gary D. Fields. On March 6, 2026, he used 1,225 shares of common stock at $88.33 per share to satisfy tax obligations, rather than executing an open-market sale or purchase.

How many AAON shares does Gary D. Fields hold after this Form 4 filing?

Following the reported tax-withholding, Fields holds substantial AAON share ownership. He directly owns 35,611 common shares and indirectly owns 6,095 additional shares through a 401(k) plan, reflecting continued exposure to AAON’s equity after the non-market disposition.

Was the AAON Form 4 transaction a sale of shares on the open market?

No, the Form 4 reflects a tax-withholding disposition, not an open-market sale. Code F indicates shares were delivered to cover tax liabilities, meaning the transaction was mechanical and compensation-related, rather than a discretionary buy or sell decision in the open market.

What price was used for Gary D. Fields’ AAON tax-withholding shares?

The tax-withholding transaction used an indicated price of $88.33 per share. A total of 1,225 AAON common shares were applied at this value to satisfy tax obligations, according to the Form 4 data for March 6, 2026.

What stock options related to AAON does Gary D. Fields still hold?

Fields retains several AAON stock option awards after the transaction. The filing lists direct options on common stock with exercise prices ranging from $31.69 to $82.39 per share and expirations between 2030 and 2035, highlighting ongoing long-term incentive alignment.

Does the AAON Form 4 suggest a major change in insider ownership?

The Form 4 does not indicate a major shift in Fields’ ownership. Only 1,225 shares were used for tax withholding, while he continues to hold tens of thousands of common shares plus multiple option grants, suggesting this was a routine administrative transaction.