AAON Insider Activity: Tobolski Sells Shares, Holds 30,174 Options and Major Trust Stakes

Rhea-AI Filing Summary

Matthew J. Tobolski, CEO and director of AAON, filed a Form 4 reporting transactions on 09/15/2025. He reported a disposition of 62,802 shares of AAON common stock and two acquisitions: 12,500 shares (held indirectly by a trustee) and 50,302 shares (held indirectly by spouse as trustee). After these transactions he beneficially owns 10,072 shares directly, 200,904 shares indirectly via trust, 122,371 shares indirectly via spouse’s trust, and 2,196 shares via 401(k). He also holds stock options totaling 30,174 underlying shares exercisable under three option grants.

Positive

• Maintains substantial indirect ownership through trusts (200,904 and 122,371 shares), preserving economic alignment with shareholders
• Holds long-dated stock options totaling 30,174 underlying shares exercisable through 2034–2035, indicating continued incentive alignment

Negative

• Sold 62,802 shares on 09/15/2025, a material disposition relative to direct holdings (leaving 10,072 shares directly owned)

Insights

Corporate Governance Expert

TL;DR: CEO sold a material block and still maintains substantial indirect holdings and option exposure.

The filing shows a large open-market disposition of 62,802 shares alongside acquisitions routed through family trusts, indicating portfolio rebalancing or estate/householding transfers rather than an outright exit. Continued indirect holdings of 200,904 and 122,371 shares plus 30,174 underlying option shares preserve significant insider alignment with shareholders. No changes to option terms or exercise prices were reported.

Securities/Compensation Analyst

TL;DR: Insider maintains meaningful economic exposure via trusts and long-dated options despite a notable sale.

The Form 4 lists three option grants exercisable through 2034–2035 totaling 30,174 shares, providing long-term incentive alignment. The reported sale of 62,802 shares may be routine liquidity or tax planning but it is sizable relative to reported direct holdings (10,072 shares remaining directly). Transactions were largely recorded as indirect acquisitions into trusts, which can affect voting/beneficial ownership reporting but not necessarily company control.

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
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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).

1. Name and Address of Reporting Person^*

Tobolski Matthew Joseph

(Last) (First) (Middle)

2425 SOUTH 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		G		62,802	D	$0	10,072	D
Common Stock, par value $.004	09/15/2025		G		12,500	A	$0	200,904	I	Trustee of Trusts
Common Stock, par value $.004	09/15/2025		G		50,302	A	$0	122,371	I	By spouse, as trustee of trust for benefit of family members
Common Stock, par value $.004								2,196	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)	$73.87							01/01/2025	01/01/2034	Common Stock	7,215		7,215	D
Stock Option (Right to Buy)	$82.39							03/11/2026	03/11/2035	Common Stock	10,995		10,995	D
Stock Option (Right to Buy)	$105.95							05/13/2026	05/13/2035	Common Stock	11,964		11,964	D

Explanation of Responses:

Remarks:

	Matthew J. Tobolski	09/17/2025
	** 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

Who filed the Form 4 for AAON (AAON)?

Matthew J. Tobolski, CEO and director, filed the Form 4.

What transactions were reported on 09/15/2025 in the AAON Form 4?

Disposition of 62,802 shares and acquisitions of 12,500 and 50,302 shares reported on 09/15/2025.

How many AAON shares does Tobolski beneficially own after the reported transactions?

Direct: 10,072 shares; Indirect via trustee: 200,904 shares; Indirect via spouse’s trust: 122,371 shares; 401(k): 2,196 shares.

What derivative holdings were disclosed by the AAON insider?

Stock options covering 7,215, 10,995, and 11,964 underlying shares (total 30,174) with exercise prices $73.87, $82.39, and $105.95, exercisable 2025–2026 and expiring 2034–2035.

Was the Form 4 filing individual or joint?

Form filed by one reporting person (individual filing).