AAON, INC. (AAON) CFO reports 324-share tax-withholding stock disposals

Rhea-AI Filing Summary

AAON, INC. Chief Financial Officer Rebecca Thompson reported routine share dispositions to cover tax obligations. On this Form 4, she surrendered 155 and 169 shares of common stock, totaling 324 shares, in tax-withholding transactions valued at $91.51 per share.

These are not open-market sales but payments of tax liability using company stock. After these transactions, she directly holds 26,142 AAON common shares and indirectly holds 4,225 shares through a 401(k) plan. She also retains multiple stock option awards with exercise prices between $27.58 and $82.39, expiring from 2029 through 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

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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)
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		155	D	$91.51(1)	26,311	D
Common Stock, par value $.004	03/12/2026		F		169	D	$91.51(1)	26,142	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	03/16/2026
	** 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 transaction did AAON (AAON) disclose for CFO Rebecca Thompson?

AAON disclosed that CFO Rebecca Thompson reported tax-withholding dispositions of company stock. She used 324 shares of common stock to satisfy tax liabilities, rather than selling shares in the open market, in a routine compensation-related transaction.

How many AAON shares were used for tax withholding in this Form 4?

The Form 4 shows 324 AAON common shares used for tax withholding. This consists of two transactions of 155 and 169 shares, each valued at $91.51 per share, to cover tax obligations tied to equity compensation.

How many AAON shares does CFO Rebecca Thompson hold after these transactions?

After the reported tax-withholding transactions, CFO Rebecca Thompson directly holds 26,142 AAON common shares. She also indirectly holds 4,225 additional shares through a 401(k) plan, reflecting her ongoing equity stake in the company following the filing.

Were the AAON insider transactions open-market sales or tax-related?

The AAON insider transactions were tax-related, not open-market sales. The Form 4 uses transaction code F, indicating payment of tax liabilities by delivering 324 shares of common stock rather than selling shares to third-party investors.

What stock options does the AAON CFO retain according to this filing?

The filing shows the CFO retains several stock option grants on AAON common stock. These options have exercise prices ranging from $27.58 to $82.39 and expiration dates between 2029 and 2035, indicating substantial remaining derivative exposure.