AAON Insider Report: Rebecca Thompson Exercises Options, Executes Market Sales

Rhea-AI Filing Summary

Rebecca Thompson, Chief Financial Officer of AAON, Inc. (AAON) reported multiple transactions on 09/04/2025. She exercised options to acquire 9,350 shares at an exercise price of $24.63 and concurrently sold 9,150 shares at $81.09 and 200 shares at $81.12. After these transactions she reports holding 33,746 shares direct in one line, other reported direct holdings of 24,596 and 24,396 in separate lines, and 3,777 shares indirectly through a 401(k) plan. The filing lists a range of outstanding stock options with strike prices from $24.63 to $82.39 and varying expiration dates through 2035.

Positive

• Officer exercised options at a $24.63 strike, converting compensation into equity ownership
• Substantial remaining option holdings across multiple grant years provide continued alignment with shareholder value

Negative

• Large open-market sales of 9,350 shares at ~ $81 reduce the officer's direct stake and may be viewed as insider liquidity
• Filing does not state whether sales were made under a pre-arranged 10b5-1 plan

Insights

Financial Analyst

TL;DR Insider exercised low-strike options and sold a portion of shares at much higher market prices, crystallizing gains without indicating company performance changes.

Rebecca Thompson exercised 9,350 options with a $24.63 strike and sold 9,350 shares (9,150 and 200) at about $81, locking in a large per-share gain versus the exercise price. The filing also catalogs substantial remaining option holdings across multiple grant vintages, giving ongoing potential for future upside or dilution if exercised. Transaction sizes are meaningful for an officer but the filing includes no company operational or forward-looking disclosures, so market-impact conclusions must be limited to insider liquidity and compensation realization.

Corporate Governance Expert

TL;DR Routine executive exercise-and-sale consistent with option vesting and liquidity management; no governance red flags disclosed.

The Form 4 shows standard events: option exercise and immediate or contemporaneous open-market sales. Multiple option grants remain outstanding with long-dated expirations, indicating ongoing executive equity incentives. The report discloses direct and indirect holdings and a 401(k) plan stake, meeting disclosure norms. There is no indication of sales pursuant to a 10b5-1 plan in the filing text. From a governance perspective, these are material insider transactions but not evidence of misconduct or extraordinary corporate action.

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

OMB APPROVAL

OMB Number:			3235-0287
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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^*

Thompson Rebecca

(Last) (First) (Middle)

2425 S YUKON AVE

(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
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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	09/04/2025		M		9,350	A	$24.63	33,746	D
Common Stock, par value $.004	09/04/2025		S		9,150	D	$81.09(1)	24,596	D
Common Stock, par value $.004	09/04/2025		S		200	D	$81.12(1)	24,396	D
Common Stock, par value $.004								3,777	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)	$24.63	09/04/2025		M			9,350	01/02/2019	01/02/2028	Common Stock	9,350	$24.63	0	D
Stock Option (Right to Buy)	$27.58							03/11/2020	03/11/2029	Common Stock	91,500		91,500	D
Stock Option (Right to Buy)	$29.48							03/11/2021	03/11/2030	Common Stock	41,565		41,565	D
Stock Option (Right to Buy)	$48.91							03/11/2022	03/11/2031	Common Stock	13,482		13,482	D
Stock Option (Right to Buy)	$36.13							03/15/2023	03/15/2032	Common Stock	8,820		8,820	D
Stock Option (Right to Buy)	$62.04							03/06/2024	03/06/2033	Common Stock	6,394		6,394	D
Stock Option (Right to Buy)	$79.73							03/11/2025	03/11/2034	Common Stock	4,602		4,602	D
Stock Option (Right to Buy)	$82.39							03/11/2026	03/11/2035	Common Stock	5,040		5,040	D

Explanation of Responses:

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

Remarks:

	Rebecca Thompson	09/05/2025
	** 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 transactions did AAON (AAON) insider Rebecca Thompson report on 09/04/2025?

She exercised 9,350 options at a $24.63 strike and sold 9,150 shares at $81.09 and 200 shares at $81.12 on 09/04/2025.

How many shares does Rebecca Thompson hold after the reported transactions?

Reported holdings include lines showing 33,746 direct shares, 24,596 direct shares, 24,396 direct shares, and 3,777 indirect shares via a 401(k) plan.

What option strike prices and expirations are disclosed in the Form 4?

Strike prices range from $24.63 to $82.39 with exercise windows and expirations noted between 01/02/2028 and 03/11/2035.

Did the filing indicate the sales were under a 10b5-1 trading plan?

No 10b5-1 plan is indicated in the text of this Form 4.

Are the reported sales and exercises unusual for an executive?

The pattern is routine for executives who exercise vested options and sell shares for liquidity; the filing presents no additional unusual circumstances.