AAON Insider Eason Resigns; Options Covering 3,617 Shares Forfeited

Rhea-AI Filing Summary

Christopher D. Eason, an officer of AAON, Inc. (AAON), resigned effective September 1, 2025, triggering forfeiture and disposition of equity awards. He forfeited 1,224 restricted shares and surrendered stock options covering 3,617 shares (592 at $62.05, 1,192 at $79.73 and 1,833 at $82.39) with exercise expiration dates accelerated to December 1, 2025. After these transactions the report shows Mr. Eason beneficially owns 4,077 shares directly and 2,162 shares indirectly through a 401(k) plan. The Form 4 reports the transactions as dispositions (code D) and notes the forfeitures resulted from his resignation.

Positive

• None.

Negative

• Officer resignation effective September 1, 2025 resulting in forfeiture of equity awards
• Forfeiture of 1,224 restricted shares and surrender of options covering 3,617 shares
• Accelerated option expiration to December 1, 2025, limiting exercise window

Insights

Corporate Governance Expert

TL;DR Officer resignation led to forfeiture of equity awards and accelerated option expirations, raising governance and succession questions.

The filing documents an officer resignation effective September 1, 2025, that caused immediate forfeiture of restricted stock and stock options. Forfeiture of unvested or subject awards on departure is common under equity plans, but the accelerated expiration of option exercise windows to December 1, 2025 compresses the former officer's remaining exercise opportunity. This may indicate standard plan terms rather than exceptional behavior, but investors should note the change reduces insider-aligned ownership and may prompt review of succession disclosures and executive retention practices.

Securities Analyst

TL;DR Transactions are routine post-resignation forfeitures; limited direct market impact but reduce insider-held equity.

The Form 4 shows forfeiture of 1,224 restricted shares and surrender of options covering 3,617 shares, leaving 4,077 direct and 2,162 indirect shares. No cash proceeds are reported. These are non-derivative and derivative dispositions (code D) tied to resignation, not open-market sales, so immediate market liquidity impact is minimal. However, the reduction in insider-held awards lowers potential insider signaling and future dilution assumptions tied to option exercises.

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^*

Eason Christopher Douglas

(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
	Officer (give title below)	X	Other (specify below)
			Former Principal Acct Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/01/2025

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	09/01/2025		D		1,224(1)	D	$0	4,077	D
Common Stock, par value $.004								2,162	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)	$62.05	09/01/2025		D			592(2)	03/06/2024	12/01/2025(3)	Common Stock	592	$0	0	D
Stock Option (Right to Buy)	$79.73	09/01/2025		D			1,192(2)	03/11/2025	12/01/2025(3)	Common Stock	1,192	$0	0	D
Stock Option (Right to Buy)	$82.39	09/01/2025		D			1,833(2)	03/11/2026	12/01/2025(3)	Common Stock	1,833	$0	0	D

Explanation of Responses:

1. Forfeiture of Restricted Stock Awards due to resignation, effective September 1, 2025.

2. Forfeiture of Stock Option Award due to resignation, effective September 1, 2025.

3. Expiration Date is accelerated due to resignation, effective September 1, 2025.

Remarks:

	Christopher D Eason	09/03/2025
	** 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 did AAON insider Christopher D. Eason report on Form 4?

The Form 4 reports Mr. Eason's resignation effective September 1, 2025, forfeiture of 1,224 restricted shares and disposition of stock options covering 3,617 shares.

How many AAON shares does Christopher Eason own after these transactions?

The filing shows he beneficially owns 4,077 shares directly and 2,162 shares indirectly (through a 401(k) plan).

Were the transactions open-market sales or forfeitures?

They are reported as dispositions due to forfeiture related to resignation, not open-market sales; transaction code is D.

Which stock options were forfeited and what were their exercise prices?

Options forfeited cover 592 shares at $62.05, 1,192 shares at $79.73, and 1,833 shares at $82.39.

Did the expiration dates of options change?

Yes, the expiration date was accelerated to December 1, 2025 effective with the resignation.