Aaon Inc SEC Filings

AAON, Inc. reported lower profitability despite higher sales. Q3 net sales were $384.2 million versus $327.3 million a year ago, but net income fell to $30.8 million and diluted EPS to $0.37 from $0.63. Gross profit declined as cost of sales rose, while SG&A increased to $63.2 million. Management cited new U.S. tariffs as a significant headwind; a 6.0% tariff surcharge began April 1, with realization seen in Q3 and an expectation of full realization by year-end.

Operating cash flow was -$18.8 million for the first nine months, driven by higher receivables, inventories, and contract assets as BASX-branded demand grew. Debt rose to $360.1 million (revolver), with total assets at $1.53 billion; the revolver capacity was increased to $500 million, and the leverage ratio was 1.73x, within covenant limits. The warranty accrual increased to $27.5 million as warranty expense rose. The company paid a quarterly dividend of $0.10 per share and repurchased $30.0 million of shares in the open market year-to-date, with $70.0 million remaining under its February 2025 authorization.

AAON, Inc. furnished an 8-K announcing financial and operating results and backlog for the third quarter ended September 30, 2025. The company issued a press release (Exhibit 99.1) and will host a teleconference at 9:00 A.M. Eastern on November 6, 2025, with a listen-only webcast registration link provided. A replay will be posted on its investor website. The disclosures under Items 2.02 and 7.01 are furnished, not filed.

AAON (AAON) insider activity: A Form 4 reports that a company officer moved 2,164 shares of AAON common stock on 10/09/2025 via transaction code J, described as a “Transfer of shares into IRA account.” The filing shows a $0 price, indicating a non-sale transfer between accounts.

Following the transfer, the reporting person listed 0 shares held indirectly in a 401(k) Plan and 2,164 shares held indirectly in an IRA. The form was filed by one reporting person.

AAON, Inc. filed a current report to let investors know it is participating in D.A. Davidson's Diversified Industrials & Services Conference in Nashville, Tennessee. The company notes that CEO and President Matt Tobolski is giving a presentation at 11:30 A.M. Eastern Time on September 18, 2025, and that a copy of this investor presentation is furnished as Exhibit 99.1 and posted on its website.

The company explains that the presentation, along with remarks at the conference, may contain forward-looking statements, and it highlights typical risk factors such as raw material and component prices, construction market conditions, interest rates, competition, and broader economic conditions. AAON also states that this information is being furnished under Regulation FD and, under applicable rules, is not considered "filed" for liability purposes or automatically incorporated into other SEC filings.

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.

AAON, Inc. insider Form 4 shows Executive Vice President and director Matthew Shaub purchased 428 shares of AAON common stock on 09/12/2025 at a reported price of $81.7 per share. After the transaction, Mr. Shaub beneficially owned 1,783 shares directly and 508 shares indirectly through a 401(k) plan, for a combined total of 2,291 shares. The filing is signed by Matthew Shaub on 09/15/2025. No derivative transactions or other changes were reported.

Rebecca Thompson, Chief Financial Officer of AAON, Inc. (AAON) reported multiple transactions on 09/04/2025. She exercised options to acquire 9,350 shares at an exercise price of $24.63 and concurrently sold 9,150 shares at $81.09 and 200 shares at $81.12. After these transactions she reports holding 33,746 shares direct in one line, other reported direct holdings of 24,596 and 24,396 in separate lines, and 3,777 shares indirectly through a 401(k) plan. The filing lists a range of outstanding stock options with strike prices from $24.63 to $82.39 and varying expiration dates through 2035.

Form 144 filed for AAON (common stock): The notice reports a proposed sale of 9,350 common shares through Fidelity Brokerage Services with an aggregate market value of $758,201.08. The filer reports 81,530,676 shares outstanding and an approximate sale date of 09/04/2025. The shares were acquired via an option granted on 01/02/2018 and payment on sale is listed as cash. The filing includes the standard representation that the seller is not aware of any undisclosed material adverse information about the issuer.

Christopher D. Eason, an officer of AAON, Inc. (AAON), resigned effective September 1, 2025, triggering forfeiture and disposition of equity awards. He forfeited 1,224 restricted shares and surrendered stock options covering 3,617 shares (592 at $62.05, 1,192 at $79.73 and 1,833 at $82.39) with exercise expiration dates accelerated to December 1, 2025. After these transactions the report shows Mr. Eason beneficially owns 4,077 shares directly and 2,162 shares indirectly through a 401(k) plan. The Form 4 reports the transactions as dispositions (code D) and notes the forfeitures resulted from his resignation.