AAON (AAON) EVP reports stock vesting and option holdings

Rhea-AI Filing Summary

AAON, Inc. Executive Vice President Gordon Douglas Wichman reported equity movements tied to performance-based stock awards and related tax withholding. On January 30, 2026, he acquired 1,478 and 726 shares of common stock through transactions coded "M" at $95.64 per share, reflecting the vesting of performance restricted stock units granted in 2023. The Compensation Committee had determined on January 21, 2026 that these awards vested at 83.2% of the performance target, and shares were delivered net of taxes, with 439 and 200 shares withheld (code "F") to cover his tax liability. Following these transactions, he directly owned 10,319 AAON common shares and indirectly held 4,119 shares through a 401(k) plan, along with multiple outstanding stock option grants with exercise prices ranging from $27.58 to $82.39 and expirations between 2029 and 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^*

Wichman Gordon 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
X	Officer (give title below)		Other (specify below)
	Executive Vice President

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		1,478(1)	A	$95.64(2)	10,232	D
Common Stock, par value $.004	01/30/2026		F		439(1)	D	$95.64(2)	9,793	D
Common Stock, par value $.004	01/30/2026		M		726(1)	A	$95.64(2)	10,519	D
Common Stock, par value $.004	01/30/2026		F		200(1)	D	$95.64(2)	10,319	D
Common Stock, par value $.004								4,119	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	24,250		24,250	D
Stock Option (Right to Buy)	$29.48							03/11/2021	03/11/2030	Common Stock	15,780		15,780	D
Stock Option (Right to Buy)	$48.91							03/11/2022	03/11/2031	Common Stock	6,106		6,106	D
Stock Option (Right to Buy)	$36.13							03/15/2023	03/15/2032	Common Stock	5,670		5,670	D
Stock Option (Right to Buy)	$62.04							03/06/2024	03/06/2033	Common Stock	4,261		4,261	D
Stock Option (Right to Buy)	$79.73							03/11/2025	03/11/2034	Common Stock	3,126		3,126	D
Stock Option (Right to Buy)	$82.39							03/11/2026	03/11/2035	Common Stock	1,935		1,935	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:

	Gordon D. Wichman	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.
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) report for EVP Gordon Wichman?

AAON reported that Executive Vice President Gordon Wichman received common stock from vested performance restricted stock units and had shares withheld to pay taxes. The activity reflects equity compensation vesting, not an open-market purchase or discretionary sale of AAON shares.

How many AAON shares does EVP Gordon Wichman own after this Form 4?

After the reported transactions, Gordon Wichman directly owned 10,319 AAON common shares and indirectly held 4,119 shares through a 401(k) plan. These holdings reflect his equity position following the January 30, 2026 vesting and related tax withholding.

What performance outcome affected AAON’s 2023 performance restricted stock units?

AAON’s Compensation Committee determined that performance restricted stock units granted in 2023 vested at 83.2 percent of the performance target. This vesting decision, based on AAON’s achievement of specified performance conditions, drove the share delivery and related tax withholding reported for Gordon Wichman.

What do the transaction codes M and F mean in AAON’s Form 4 for Wichman?

In this Form 4, transaction code "M" indicates the acquisition of common stock from the vesting or conversion of equity awards, while code "F" reflects shares withheld to satisfy tax obligations. Both codes relate to AAON’s equity compensation rather than market trades.

What stock options does AAON EVP Gordon Wichman hold according to this filing?

Gordon Wichman holds several AAON stock options with exercise prices from $27.58 to $82.39 and expirations between 2029 and 2035. Each option grant covers thousands of AAON common shares and is reported as directly owned derivative securities.

How were taxes handled on AAON’s vested performance restricted stock units?

When the performance restricted stock units vested, AAON delivered shares to Gordon Wichman net of taxes, with 439 and 200 shares withheld to cover his tax liability. Any fractional shares were settled in cash rather than issuing partial AAON shares.