AAON (AAON) insider reports RSU vesting, tax withholding and 401(k) shares

Rhea-AI Filing Summary

AAON, Inc. insider Stephen E. Wakefield, a Principal Engineering Advisor, reported equity compensation activity involving common stock. On January 30, 2026, he reported multiple transactions in AAON common stock at $95.64 per share, reflecting vesting and related tax withholding.

The Compensation Committee determined that performance restricted stock units granted in 2023 vested at 83.2% of the performance target, and the resulting shares were delivered net of shares withheld to cover his tax liability. Following these transactions, Wakefield directly held 14,274 AAON shares and indirectly held 15,246 shares through a 401(k) plan.

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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X

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^*

Wakefield Stephen E

(Last) (First) (Middle)

2425 SOUTH 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026

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	01/30/2026		M		1,552(1)	A	$95.64(2)	14,282	D
Common Stock, par value $.004	01/30/2026		F		531(1)	D	$95.64(2)	13,751	D
Common Stock, par value $.004	01/30/2026		M		762(1)	A	$95.64(2)	14,513	D
Common Stock, par value $.004	01/30/2026		F		239(1)	D	$95.64(2)	14,274	D
Common Stock, par value $.004								15,246	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)	$29.48							03/11/2021	03/11/2030	Common Stock	12,696		12,696	D
Stock Option (Right to Buy)	$36.13							03/15/2023	03/15/2032	Common Stock	2,646		2,646	D
Stock Option (Right to Buy)	$62.04							03/06/2024	03/06/2033	Common Stock	2,984		2,984	D
Stock Option (Right to Buy)	$79.73							03/11/2025	03/11/2034	Common Stock	3,798		3,798	D
Stock Option (Right to Buy)	$82.39							03/11/2026	03/11/2035	Common Stock	3,894		3,894	D

Explanation of Responses:

1. On January 21, 2026, the Compensation Committee determined the performance restricted stock units, granted in 2023 vested at 83.2 percent of the performance target, based on the issuer's achievement of the relevant performance conditions. The shares received were net of taxes withheld to cover the reporting person's tax liability. Cash was paid in lieu of fractional shares, if any.

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

Remarks:

	Stephen E Wakefield	02/02/2026
	** 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).
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FAQ

What insider transactions did AAON (AAON) principal advisor Stephen E. Wakefield report?

Stephen E. Wakefield reported multiple common stock transactions dated January 30, 2026 at $95.64 per share. These reflected vesting of performance-based restricted stock units and shares withheld to cover his tax liability, rather than discretionary open-market buying or selling activity.

How many AAON shares does Stephen E. Wakefield own after the reported Form 4 transactions?

After the reported transactions, Stephen E. Wakefield directly owned 14,274 AAON common shares. He also indirectly held 15,246 additional AAON shares through a 401(k) plan, according to the beneficial ownership figures listed in the Form 4 filing tables.

What performance level did AAON’s 2023 restricted stock units vest at for Stephen E. Wakefield?

The performance restricted stock units granted in 2023 vested at 83.2 percent of the performance target. This vesting level was determined by AAON’s Compensation Committee based on the company’s achievement of the specified performance conditions tied to those restricted stock unit awards.

Were AAON shares sold by Stephen E. Wakefield to pay taxes on vested awards?

Shares were withheld to cover Stephen E. Wakefield’s tax liability on vested awards, rather than typical open-market sales. The filing notes that shares received were net of taxes withheld and that cash was paid in lieu of any fractional shares arising from the vesting event.

What equity awards and stock options does Stephen E. Wakefield hold in AAON?

Stephen E. Wakefield holds several stock options to buy AAON common stock, including grants exercisable through 2030, 2032, 2033, 2034, and 2035. These options cover thousands of underlying shares at exercise prices ranging from $29.48 to $82.39 per share, all held directly.

How is Stephen E. Wakefield related to AAON beyond being a shareholder?

Stephen E. Wakefield is identified as a Principal Engineering Advisor to AAON. He is not listed as a director or 10% owner but is considered an officer-level reporting person for Section 16 purposes, which requires public reporting of his equity transactions in AAON securities.