AAON Inc.

02/03/2026 | Press release | Distributed by Public on 02/03/2026 14:54

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Wakefield Stephen E
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
_____ Officer (give title below) __X__ Other (specify below)
Principal Engineering Advisor
(Last) (First) (Middle)
2425 SOUTH YUKON
3. Date of Earliest Transaction (Month/Day/Year)
01/30/2026
(Street)
TULSA, OK 74107
4. If Amendment, Date 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
(City) (State) (Zip)
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 1,552(1) A $95.64(2) 14,282 D
Common Stock, par value $.004 01/30/2026 F 531(1) D $95.64(2) 13,751 D
Common Stock, par value $.004 01/30/2026 M 762(1) A $95.64(2) 14,513 D
Common Stock, par value $.004 01/30/2026 F 239(1) D $95.64(2) 14,274 D
Common Stock, par value $.004 15,246 I 401(k) Plan
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) $29.48 03/11/2021 03/11/2030 Common Stock 12,696 12,696 D
Stock Option (Right to Buy) $36.13 03/15/2023 03/15/2032 Common Stock 2,646 2,646 D
Stock Option (Right to Buy) $62.04 03/06/2024 03/06/2033 Common Stock 2,984 2,984 D
Stock Option (Right to Buy) $79.73 03/11/2025 03/11/2034 Common Stock 3,798 3,798 D
Stock Option (Right to Buy) $82.39 03/11/2026 03/11/2035 Common Stock 3,894 3,894 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wakefield Stephen E
2425 SOUTH YUKON
TULSA, OK 74107
Principal Engineering Advisor

Signatures

Stephen E Wakefield 02/02/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
AAON Inc. published this content on February 03, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 03, 2026 at 20:54 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]