AAON (NASDAQ: AAON) CFO reports tax-withholding of 180 shares

Rhea-AI Filing Summary

AAON, INC. Chief Financial Officer Rebecca Thompson reported a small, routine tax-related share disposition. On March 6, 2026, 180 shares of common stock were withheld at $88.33 per share to cover tax obligations, classified as a tax-withholding disposition rather than an open-market sale.

Following this transaction, she directly holds 26,466 AAON common shares and indirectly holds 4,225 shares through a 401(k) plan. She also retains multiple stock option awards, including options over 91,500 shares at an exercise price of $27.58 expiring on March 11, 2029, and additional grants at exercise prices up to $82.39 with expirations extending to March 11, 2035.

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
Estimated average burden
hours per response:			0.5

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)
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		180	D	$88.33(1)	26,466	D
Common Stock, par value $.004								4,225	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)	$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	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 did AAON (AAON) CFO Rebecca Thompson report in this Form 4?

AAON Chief Financial Officer Rebecca Thompson reported a small tax-related share disposition. On March 6, 2026, 180 common shares were withheld at $88.33 per share to satisfy tax liabilities, rather than being sold in the open market.

Was the AAON CFO’s 180-share Form 4 transaction an open-market sale?

No, the 180-share transaction was a tax-withholding disposition, not an open-market sale. Shares were withheld at $88.33 each to cover tax obligations associated with equity compensation, a routine administrative event for executives.

How many AAON shares does CFO Rebecca Thompson hold after this transaction?

After the March 6, 2026 tax-withholding transaction, Rebecca Thompson holds 26,466 AAON common shares directly. She also has an additional 4,225 shares held indirectly through a 401(k) plan, according to the reported ownership details.

What stock options does the AAON CFO still hold according to this Form 4?

Rebecca Thompson continues to hold several stock option awards. These include options over 91,500 shares at a $27.58 exercise price expiring March 11, 2029, plus additional grants at exercise prices up to $82.39 with expirations running through March 11, 2035.

Does this AAON Form 4 show any new stock option exercises by the CFO?

The filing does not show any new option exercises. It lists the CFO’s existing stock option holdings, with various exercise prices and expiration dates, while the only reported transaction is a 180-share tax-withholding disposition of common stock.

How large is the AAON CFO’s reported tax-withholding transaction?

The reported tax-withholding covers 180 shares of AAON common stock at $88.33 per share. This is a relatively small administrative transaction compared with her remaining direct and indirect shareholdings and her outstanding stock option awards.