Aaon Inc SEC Filings

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.

Christopher D. Eason, identified as an officer (Principal Accounting Officer), reported multiple transactions in AAON, Inc. (AAON) on 08/25/2025. He exercised several stock options at exercise prices ranging from $29.48 to $79.73 and concurrently sold shares in multiple trades at weighted average sale prices around $85.00 to $85.34. After these transactions the reporting person shows 5,301 shares of common stock held directly. The Form 4 also lists remaining stock options exercisable or outstanding, including option holdings of 592, 1,192 and 1,833 underlying shares for specified grants with expiration dates through 2035. The filing includes execution-range explanations for the reported sale prices and a 401(k) indirect holding of 2,162 shares.

AAON Form 144 notice: The filer intends to sell 12,003 shares of AAON common stock through Fidelity Brokerage Services on 08/25/2025, with an aggregate market value of $1,021,241.84. The issuer's outstanding shares are listed as 81,530,676.

The shares were reported as acquired by exercise of options granted on various dates (05/11/2021, 03/15/2022, 03/06/2023, 03/11/2024, 03/11/2021, 03/11/2020) and payment is indicated as cash. The filer reports no securities sold in the past three months and includes the standard signature representation that no material nonpublic information is known.

AAON's Board declared a regular quarterly cash dividend of $0.10 per share, equivalent to $0.40 annually. The dividend is payable on September 26, 2025 to stockholders of record at the close of business on September 5, 2025. The company furnished a press release announcing the dividend as Exhibit 99.1. This filing communicates a cash return to shareholders but does not include earnings figures, changes to the capital structure, or other material transactions. The disclosure is limited to the dividend declaration and related exhibit.

AAON, Inc. announced its financial and operating results and backlog for the second quarter ended June 30, 2025, and furnished the related press release as Exhibit 99.1 to this Current Report on Form 8-K. The company will host a teleconference at 9:00 A.M. Eastern Time on August 11, 2025; domestic dial-in is 1-800-836-8184 and a listen-only webcast requires registration at https://app.webinar.net/QbZGYL16oqm. A replay will be available the next business day at https://investors.aaon.com.

The filing includes a Regulation FD disclosure and a forward-looking statements caution, explicitly noting key risk factors: timing and extent of changes in raw material and component prices; fluctuations in the commercial/industrial new construction market; timing and extent of changes in interest rates and other competitive factors; and general economic, market or business conditions.

AAON reported a sharp profit decline in Q2 2025 despite roughly flat quarterly sales. Net sales were $311.6 million versus $313.6 million a year ago, while gross profit fell to $82.7 million from $113.1 million. Income from operations dropped to $23.6 million and net income to $15.5 million (diluted EPS $0.19 versus $0.62). For the six months, sales rose to $633.6 million from $575.7 million but six-month net income fell to $44.8 million from $91.2 million, showing margin compression year-to-date.

Balance sheet and cash flow show growth in scale and working capital strain: total assets increased to $1.399 billion, contract assets rose to $233.2 million and inventories to $235.0 million. Operating cash flow was an outflow of $31.0 million versus a $127.9 million inflow a year earlier. The company increased borrowings (revolver outstanding $317.3 million) after expanding its revolver to $500 million and reported a leverage ratio of 1.4x within covenant. Shareholder returns continued with $39.2 million of repurchases and an increased quarterly dividend of $0.10 per share.

Management flagged post-period tax legislation (One Big Beautiful Bill Act) that will be evaluated in Q3 and expects specified deferred tax adjustments when recorded.