AAON, Inc. (AAON) CFO logs vested performance shares and options

Rhea-AI Filing Summary

AAON, Inc.’s Chief Financial Officer Rebecca Thompson reported routine equity activity related to performance awards. On January 30, 2026, she acquired 2,217 and 1,089 shares of common stock through code M transactions at $95.64 per share, following the vesting of 2023 performance restricted stock units at 83.2% of their target. In separate code F transactions, 741 and 315 shares were withheld at the same price to cover taxes, with cash paid in lieu of any fractional shares. After these transactions, she directly owned 26,646 AAON common shares and indirectly held 3,826 shares in a 401(k) plan, alongside multiple outstanding stock option awards with various exercise prices and expiration dates.

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^*

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)
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		2,217(1)	A	$95.64(2)	26,613	D
Common Stock, par value $.004	01/30/2026		F		741(1)	D	$95.64(2)	25,872	D
Common Stock, par value $.004	01/30/2026		M		1,089(1)	A	$95.64(2)	26,961	D
Common Stock, par value $.004	01/30/2026		F		315(1)	D	$95.64(2)	26,646	D
Common Stock, par value $.004								3,826	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. 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:

	Rebecca Thompson	02/03/2026
	** 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.
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FAQ

What insider transaction did AAON (AAON) report for its CFO?

AAON’s Chief Financial Officer Rebecca Thompson reported equity transactions tied to vested performance restricted stock units. On January 30, 2026, she acquired common shares via code M transactions and had shares withheld via code F transactions to satisfy tax obligations at a price of $95.64 per share.

How many AAON (AAON) shares does the CFO own after this Form 4?

After the reported transactions, CFO Rebecca Thompson directly owned 26,646 AAON common shares and indirectly held 3,826 shares in a 401(k) plan. These holdings reflect net shares after tax withholdings associated with vested 2023 performance restricted stock units determined at 83.2% of target.

What triggered the AAON (AAON) CFO’s share acquisition and withholding?

The activity stems from 2023 performance restricted stock units that vested at 83.2% of their performance target, as determined on January 21, 2026. Shares were issued net of tax withholdings, with some shares withheld under code F and cash paid in lieu of any fractional shares.

At what price were the AAON (AAON) CFO’s shares transacted on January 30, 2026?

All reported common stock transactions for CFO Rebecca Thompson used a price of $95.64 per share. This price applied both to shares acquired through code M transactions and to shares withheld under code F to cover the reporting person’s tax liability tied to the vested awards.

What stock options does the AAON (AAON) CFO hold according to this filing?

The filing lists several stock option grants held by the CFO, each labeled as a stock option (right to buy) with exercise prices ranging from $27.58 to $82.39. These options cover varying common share amounts and have expiration dates between March 2029 and March 2035.

What does the 83.2% vesting figure mean for AAON (AAON) performance awards?

The Compensation Committee determined that 2023 performance restricted stock units vested at 83.2% of their performance target. This means the issuer’s results met 83.2% of the specified conditions, driving the number of shares delivered to the CFO, net of shares withheld to cover taxes.