AAON, Inc. (AAON) director records routine tax-withholding share move

Rhea-AI Filing Summary

AAON, INC. director Gary D. Fields reported routine tax-related share dispositions on March 12, 2026. A total of 1,359 shares of common stock were withheld at $91.51 per share to cover tax liabilities, rather than sold in the open market. Following these transactions, Fields directly holds 34,252 AAON common shares, with additional indirect holdings through a 401(k) plan and as custodian for his grandchildren.

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)
03/12/2026

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	03/12/2026		F		1,025	D	$91.51(1)	34,586	D
Common Stock, par value $.004	03/12/2026		F		334	D	$91.51(1)	34,252	D
Common Stock, par value $.004								9,250	I	Custodian for the benefit of his grandchildren
Common Stock, par value $.004								6,120	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	03/16/2026
	** 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 activity did AAON (AAON) director Gary D. Fields report?

Gary D. Fields reported routine tax-withholding dispositions of AAON common stock. On March 12, 2026, a total of 1,359 shares were withheld to satisfy tax liabilities, rather than sold on the market, as part of standard equity compensation-related processes.

How many AAON (AAON) shares were used for tax withholding and at what price?

A total of 1,359 AAON common shares were withheld for taxes. The dispositions occurred at a price of $91.51 per share, reflecting the value used to cover the tax obligation associated with Fields’ equity compensation on March 12, 2026.

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

After the tax-withholding dispositions, Fields directly holds 34,252 AAON common shares. He also has indirect holdings of 9,250 shares as custodian for his grandchildren and 6,120 shares in a 401(k) plan, in addition to multiple outstanding stock option awards.

Does the AAON (AAON) Form 4 show open-market buying or selling?

No open-market buying or selling is shown in this Form 4. The only reported share movements are tax-withholding dispositions coded as “F,” where shares were delivered to cover tax liabilities related to equity awards, not discretionary market trades.

What stock options does Gary D. Fields retain according to the AAON (AAON) filing?

Fields retains several AAON stock option grants with exercise prices between $31.69 and $82.39 per share. These options cover 5,253; 47,191; 19,081; 31,968; 22,338; and 7,329 underlying common shares, with expiration dates ranging from 2030 through 2035.

Is the AAON (AAON) insider transaction likely to be considered routine?

The reported activity appears routine because it consists solely of tax-withholding dispositions. Such transactions typically occur automatically when equity awards vest, using shares to pay associated taxes rather than reflecting an insider’s discretionary decision to buy or sell.