AAON 10-K & 10-Q changes, risk factors and insider trading
Aaon, Inc. · Nasdaq · Air-Cond & Warm Air Heatg Equip & Comm & Indl Refrig Equip · CIK 824142 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
New heading “We may not realize all of the sales expected from our backlog of orders and contracts.”
New heading “The length of the sales cycle for certain BASX-branded products and solutions offerings, as well as unpredictable placing or canceling of customer orders, particularly large orders, may cause our revenues and operating results to vary significantly from period-to-period, which could make our future operational results less predictable.”
New heading “Artificial intelligence technologies may introduce operational, cybersecurity, reputational, and compliance risks that could adversely affect our business.”
Largest changes
“Artificial intelligence technologies may introduce operational, cybersecurity, reputational, and compliance risks that could adversely affect our business.”see in full comparison
“Although AI is not a core component of our products or manufacturing operations, the growing use of AI tools presents potential risks to AAON. Any internal or incidental use of AI or machine‑learning technologies—such as in engineering, data analysis, customer support, or administrative processes—may expose the Company to risks involving data privacy, cybersecurity, protection of proprietary information, intellectual property rights, and regulatory compliance. As AI capabilities rapidly evolve, our ability to evaluate, monitor, and govern their use may not keep pace. …”see in full comparison
There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies and tariffs. For example,see in full comparisonatheformercurrent U.S. administrationpreviouslyhascalled forinstituted substantial changes to U.S. foreign trade policy with respect to China and other countries, includingthe possibility of imposing greater restrictions on international trade anda significantincreasesincrease in tariffs on goods imported into the U.S.Otherandadministrationsthecouldpossibilitytakeof imposing further restrictions on international trade. The current administration has taken a different approach to U.S. foreign tradepolicy,policy than their predecessors, so there remains uncertainty as towhetherwhether, and to what degree, trade between the U.S and othercountries, includingcountriesin which we operate, maywill be impacted by these policyshifts.shiftsChangesoninan ongoing and/or long-term basis. Additional policy changes or continued uncertainty could depress economic activity and restrict our access to suppliers or customers. Furthermore, counter- or retaliatory tariffs imposed against the U.S. could impact our sales internationally. Tariffs implemented on our products (or on materials, parts or components we use to manufacture our products or to provide service for our products) have in the past increased the cost of our products manufactured in the U.S. and imported into the U.S.IfThe imposition of additional tariffsor trade restrictions are implementedon our products (or on materials, parts or components we use to manufacture our products or to provide service for our products) by the U.S. or other countries, the cost of our products manufactured in other countriessuchsubjectastoChinaadditionaland Mexicotariffs and imported into the U.S.orwouldotherincreasecountriesasinawhichresultweofoperatenew tariffs that are implemented, and could increasefurther. We expectfurther tocontinuethe extent that retaliatory tariffs or similar additional trade restrictions are implemented. In the event we are unable to pass alongsometheof theseincreased costs resulting from any tariffs to our customers,but the increased cost could adversely affect the demand for products. These cost increases could adversely affect the demand for our products and/or our profitability, whichit could have a material adverse effect on ourbusinessbusiness, profitability, and our earnings.
“The length of the sales cycle for certain BASX-branded products and solutions offerings, as well as unpredictable placing or canceling of customer orders, particularly large orders, may cause our revenues and operating results to vary significantly from period-to-period, which could make our future operational results less predictable.”see in full comparison
“We may not realize all of the sales expected from our backlog of orders and contracts.”see in full comparison
“Our backlog consists of the value of product and service orders for which a customer purchase order or purchase commitment is received, but has not yet been delivered. As of December 31, 2025 and 2024, the Company’s estimated backlog was approximately $1,828.5 million and $867.1 million, respectively. The majority of our combined backlog is considered firm and expected to be delivered within 12 to 18 months. Our customers have the right in some circumstances, usually with penalties or other termination consequences, to reduce or defer firm orders in backlog. …”see in full comparison
Full comparison: every changed paragraph (12)
Our business is affected by a number of economic factors, including the level of economic activity and uncertainty in the markets in which we operate. Sales in the commercial and industrial new construction markets correlate to the number of new homes and buildings that are built, which in turn is influenced by cyclical factors such as interest rates, inflation, consumer spending habits, employment rates, and other macroeconomic factors over which we have no control. In the HVAC business, a decline in economic activity as a result of these cyclical or other factors typically results in a decline in new construction and replacement purchases which could impact our sales volume and profitability.
From time to time in the past, we derivedderive a significant portion of our sales from a limited number of customers, and such concentration may continue in the future. The loss of, or significant reduction in sales to significant customers (or a related portfolio group of customers) could have a material adverse effect on our results of operations, financial condition and cash flow. Further, the addition of new major customers in the future could increase our customer concentration risks as described above.
We may not realize all of the sales expected from our backlog of orders and contracts.
Our backlog consists of the value of product and service orders for which a customer purchase order or purchase commitment is received, but has not yet been delivered. As of December 31, 2025 and 2024, the Company’s estimated backlog was approximately $1,828.5 million and $867.1 million, respectively. The majority of our combined backlog is considered firm and expected to be delivered within 12 to 18 months. Our customers have the right in some circumstances, usually with penalties or other termination consequences, to reduce or defer firm orders in backlog. If customers terminate, reduce or defer firm orders, the revenue we expect to generate from our backlog may not be fully realized. Also, due to our large backlog, pricing changes may take longer to be reflected in our financial results.
We are dependent on our third-party representatives to market and sell our products. If such relationships were terminated or impaired for any reason, it could materially and adversely affect our ability to generate revenues and profits. Certain competitors with greater financial resources than us couldhave targettargeted some of our third-party representatives for exclusive sales channels. We may not be able to secure additional third-party representatives who will effectively market our products in certain geographical areas. In addition, adding new representatives requires additional administrative efforts and costs. If we are unable to establish new representative relationships or continue current relationships, or terminate and replace our third-party representatives, our business, financial condition, and results of operations could be materially and adversely affected.
The length of the sales cycle for certain BASX-branded products and solutions offerings, as well as unpredictable placing or canceling of customer orders, particularly large orders, may cause our revenues and operating results to vary significantly from period-to-period, which could make our future operational results less predictable.
A customer’s decision to purchase certain of our products or solutions, particularly products new to the market or long-term end-to-end solutions, may involve a lengthy contracting, design and qualification process. In particular, customers deciding on the design and implementation of large deployments may have lengthy and unpredictable procurement processes that may delay or impact expected future orders, including customers canceling orders based on unforeseen changes to their businesses. As a result, the order booking and sales recognition process is often uncertain and unpredictable, with some customers placing large orders with short lead times on little advance notice and others requiring lengthy, open-ended processes that may change depending on global or regional economic conditions. This unpredictability may cause our revenues and operating results to vary unexpectedly from quarter-to-quarter and year-to-year, making our future operational results less predictable.
Artificial intelligence technologies may introduce operational, cybersecurity, reputational, and compliance risks that could adversely affect our business.
Although AI is not a core component of our products or manufacturing operations, the growing use of AI tools presents potential risks to AAON. Any internal or incidental use of AI or machine‑learning technologies—such as in engineering, data analysis, customer support, or administrative processes—may expose the Company to risks involving data privacy, cybersecurity, protection of proprietary information, intellectual property rights, and regulatory compliance. As AI capabilities rapidly evolve, our ability to evaluate, monitor, and govern their use may not keep pace. Employees, contractors, or third‑party partners could unintentionally or improperly use AI tools, which may lead to unauthorized disclosure of sensitive information, inaccurate or biased outputs, or other unintended consequences. These risks could negatively impact operational performance, decision‑making, and interactions with customers or suppliers. AI technologies are also subject to increasing regulatory scrutiny. New or evolving laws, standards, or reporting requirements applicable to AI could impose additional compliance obligations on AAON. If we do not implement appropriate controls and oversight mechanisms governing the use of AI, we could experience operational disruptions, reputational harm, litigation risk, or competitive disadvantage if other companies adopt AI more effectively to improve efficiency or reduce costs.
Our future profitability could be adversely affected by current or future environmental laws. We are subject to extensive and rapidly changing federal, state and local laws and regulations designed to protect the environment in the United States and in other parts of the world. These laws and regulations could impose liability for remediation costs and result in civil or criminal penalties in case of non-compliance. Compliance with environmental laws increases our costs of doing business. Because these laws are subject to frequent change, we are unable to predict the future costs resulting from environmental compliance.
We always face the possibility of new or rapidly evolving changes to existing governmental regulations and policies, from the Federal or state levels, which could have a substantial or even extreme negative effect on our operations and profitability. This could affect equipment we currently manufacture and could have an impact on our product design, operations, and profitability. We anticipate more state regulatory activity in the future. Additional state regulatory rules can lead to a patchwork of different compliance regulations that may impact the results of each of our operating segments and our consolidated results.
There is currently significant uncertainty about the future relationship between the U.S. and various other countries with respect to trade policies and tariffs. For example, athe formercurrent U.S. administration previouslyhas called forinstituted substantial changes to U.S. foreign trade policy with respect to China and other countries, including the possibility of imposing greater restrictions on international trade anda significant increasesincrease in tariffs on goods imported into the U.S. Otherand administrationsthe couldpossibility takeof imposing further restrictions on international trade. The current administration has taken a different approach to U.S. foreign trade policy,policy than their predecessors, so there remains uncertainty as to whetherwhether, and to what degree, trade between the U.S and other countries, including countries in which we operate, maywill be impacted by these policy shifts.shifts Changeson inan ongoing and/or long-term basis. Additional policy changes or continued uncertainty could depress economic activity and restrict our access to suppliers or customers. Furthermore, counter- or retaliatory tariffs imposed against the U.S. could impact our sales internationally. Tariffs implemented on our products (or on materials, parts or components we use to manufacture our products or to provide service for our products) have in the past increased the cost of our products manufactured in the U.S. and imported into the U.S. IfThe imposition of additional tariffs or trade restrictions are implemented on our products (or on materials, parts or components we use to manufacture our products or to provide service for our products) by the U.S. or other countries, the cost of our products manufactured in other countries suchsubject asto Chinaadditional and Mexicotariffs and imported into the U.S. orwould otherincrease countriesas ina whichresult weof operatenew tariffs that are implemented, and could increase further. We expectfurther to continuethe extent that retaliatory tariffs or similar additional trade restrictions are implemented. In the event we are unable to pass along somethe of theseincreased costs resulting from any tariffs to our customers, but the increased cost could adversely affect the demand for products. These cost increases could adversely affect the demand for our products and/or our profitability, whichit could have a material adverse effect on our businessbusiness, profitability, and our earnings.
Management's Discussion & Analysis (MD&A)
New heading “Macroeconomic Conditions”
New heading “Newly Adopted Accounting Standards”
New heading “Recently Issued Accounting Standards”
Largest changes
“Beginning in January 2025, the current United States (“U.S.”) Administration began enacting a series of tariffs affecting nearly all goods imported into the U.S. In retaliation, numerous foreign countries imposed reciprocal tariffs and restricted certain exports to the U.S. The continuous changes and uncertainty in tariff policy could impact our cost of materials, parts, or components imported into the U.S. and could impact the availability of supply from our vendors. We source raw materials domestically, but historically have seen those suppliers increase prices when tariffs are increased. …”see in full comparison
“•Net sales of AAON-branded products decreased 8.3%, or $81.4 million when compared to 2024. The AAON brand experienced a softer market in 2025 due to macroeconomic factors like higher interest rates and slowing construction starts. Supply chain issues were also a constraint in 2025 due to the refrigerant change that went into effect January 1, 2025 and more recently due to coils.”see in full comparison
“In September 2025, the FASB issued ASU 2025‑06, Intangibles – Goodwill and Other – Internal‑Use Software (Subtopic 350‑40): Targeted Improvements to the Accounting for Internal‑Use Software. …”see in full comparison
“Despite efforts to mitigate the potential business impacts of trade conflict, supply chain challenges, and a tight labor market, future increases in the cost of materials, parts, components, or labor, in addition to supply chain disruptions, while temporary, could negatively impact our consolidated financial position, results of operations, and cash flows.”see in full comparison
Full comparison: every changed paragraph (73)
Our businessAAON brand can be affected by a number of economic factors, including the level of economic activity in the markets in which we operate. The uncertainty of the economy negatively impactedAfter the commercial and industrial new construction markets came to a standstill in 2020–2021, our core nonresidential end‑markets entered a period of robust growth, increasing by approximately 50.0% between 2022 and 2024. By late 2024, however, these markets began to contract, and the firstsoftening halfcontinued ofthrough 2021.2025, Sincethough mid-2021,at nonresidentiala constructionmoderate spendingrate. has been strong, recovering well beyond pre-2020 levels and finishing 2024 near record levels. However, over the last 18-24 months, certainWhile leading indicators, including architectural billings and construction starts,indicators signal a slowingstabilization in constructionactivity, spendingwe withinhave thenot nextobserved 12clear months. In 2024, the year-over-year growth rateindications of nonresidentiala constructionsignificant spending slowed significantly, reinforcing the signals from these leading indicators.reacceleration. Furthermore, signals from general economic indicators are mixed regarding the health of the general economy. If the domestic economy were to slow or enter a recession, this could further impact our new construction markets and also weigh on the replacement market, potentially resulting in a decline in ourreduced sales volumevolumes and profitability. Sales in the commercial and industrial new construction markets generally lag behind the housing market, which in turn is influenced by cyclical factors such as interest rates, inflation, consumer spending habits, employment rates, the state of the economy and other macroeconomic factors over which we have no control. Sales in the replacement markets are driven by various factors, including general economic growth, the Company's new product introductions, fluctuations in the average age of existing equipment in the market, government regulations and stimulus, change in market demand between more customized, higher performing HVAC equipment and lower priced standard equipment, as well as many other factors. When new construction is down, we emphasize the replacement market.
Our BASX brand is heavily dependent on the data center market. The growing maturity and adoption of Artificial Intelligence and high-performance compute is driving profound innovation across the data center market, resulting in increased demand for our products and solutions. Between 2022 and 2025, total put‑in‑place construction spending for data centers expanded by approximately 240.0%, and present indicators suggest continued strength with no meaningful signs of slowing in the foreseeable future. In response, we have made substantial capital investments to expand our capacity and ensure we are fully equipped to support this accelerating growth trajectory.
The price levels of our raw materials fluctuate due to various economic factors within the U.S. and global economy. For the year endedAt December 31, 2024,2025, the pricesprice for copper and galvanized steel increased by approximately 3.2% and 1.7%, respectively,11.1%, while stainless steel and aluminumgalvanized steel decreased 27.9%approximately 13.0% and 1.6%,3.4%, respectively,respectively. fromThe 2023.price for aluminum remained relatively flat, as compared to the price at December 31, 2024.
We occasionally increase the price of our products to help offset any inflationary headwinds. In recent years, price increases have been more frequent due to the amount of inflation the business has endured. In 2021, weWe implemented three price increases for AAON branded products. In 2022, we implemented two significant price increases as well as a recurring 1% monthly price increase beginning June 1, 2022, and ending on April 1, 2023, for AAON branded products. We reinstated a recurring 1%1.0% monthly price increase on October 1, 2023, and carried that through February 1, 2024, for AAON brandedAAON-branded products. On January 1, 2025, we implemented a one-time 3%3.0% price increase for AAON brandedAAON-branded products. BASXOn brandedApril 1, 2025, we implemented a 6.0% surcharge on all AAON-branded products as a result of the uncertainty of international tariffs. BASX-branded products are priced by job and in most cases, provide the ability to increase the price if the order is outside normal lead times.
Macroeconomic Conditions
Beginning in January 2025, the current United States (“U.S.”) Administration began enacting a series of tariffs affecting nearly all goods imported into the U.S. In retaliation, numerous foreign countries imposed reciprocal tariffs and restricted certain exports to the U.S. The continuous changes and uncertainty in tariff policy could impact our cost of materials, parts, or components imported into the U.S. and could impact the availability of supply from our vendors. We source raw materials domestically, but historically have seen those suppliers increase prices when tariffs are increased. Additionally, while we source most components domestically, our vendors may be impacted by tariffs if they use foreign parts and materials and often pass any additional costs as a result of tariffs through to us. We expect to continue to pass along some of these costs to our customers, but the increased price of our products could adversely affect the demand, which could have an adverse effect on our business and our earnings. The third quarter of 2025 is the first period for us to see any significant financial impact from tariffs. On April 1, 2025 we instituted a 6.0% tariff surcharge on AAON-branded orders which we began to see realization of in the third quarter of 2025. Early in 2025, the amount of surcharge realized had not covered the additional costs from the tariffs, but had changed by the end of the year as we fully realized our surcharge.
We make strategic purchases of materials when we see opportunities or potential disruptions in our supply chain. We have experienced supply chain challenges related to specific manufacturing parts, which could be exacerbated by the trade conflict. We manage our supply chain challenges through strong vendor relationships as well as expanding our list of available vendors.
Additionally, we continue to experience challenges in a tight labor market, especially the hiring of bothproduction skilledlabor. We continue to implement human resource initiatives to retain and unskilledattract labor to further increase production labor.capacity. We have implemented the following wage increases to remain competitive and to attract and retain employees:
•In March 2023, we awarded annual merit raises for an overall 3.9% increase to wages.
•In March 2025, we awarded annual merit raises for an overall 4.0% increase to wages.
Despite efforts to mitigate the potential business impacts of trade conflict, supply chain challenges, and a tight labor market, future increases in the cost of materials, parts, components, or labor, in addition to supply chain disruptions, while temporary, could negatively impact our consolidated financial position, results of operations, and cash flows.
We will continue to implement human resource initiatives to retain and attract labor to further improve productivity and production efficiencies.
Our backlog increased approximately 70.0%, to $867.1 million atAt December 31, 2024,2025, our consolidated backlog is $1,828.5 million, an increase of 110.9%, or $961.4 million, as compared to December 31, 2023.2024. Backlog was up from a year ago atfor allboth threeAAON-branded segments,products and BASX-branded products with theBASX-branded largestproducts increaseincreasing at141.3%, theor AAON$762.4 Coilmillion, Productswhen segment,compared whichto receivedDecember over31, $200.0 million of orders in the fourth quarter.2024. Most of these orders were associated with the BASX brandedBASX-branded data center liquid cooling solutions and will be manufactured at our Longview, TX facility.solutions.
•Net sales for 20242025 grew 2.7%20.1% to $1,200.6$1,442.1 million duedriven toby anthe increasestrong indemand salesand growth of our BASX brandedBASX-branded products. BASX brandedBASX-branded products increased 35.1%,143.5%, or $58.5$322.8 million when compared to 2023, offset by a decrease of our AAON branded products of 2.6%, or $26.4 million when compared to 2023.2024.
•Net sales of AAON-branded products decreased 8.3%, or $81.4 million when compared to 2024. The AAON brand experienced a softer market in 2025 due to macroeconomic factors like higher interest rates and slowing construction starts. Supply chain issues were also a constraint in 2025 due to the refrigerant change that went into effect January 1, 2025 and more recently due to coils.
•The Company went live with its new Enterprise Resource Planning (“ERP”) system on April 1, 2025 at its Longview, Texas facility. The adoption of this new system caused some disruptions due to changes in processes for the AAON Coil Products segment. To a lesser extent, the impact to the coil production at AAON Coil Products also impacted AAON Oklahoma’s ability to ramp up production, which contributed to lower net sales and gross profit margins for that segment. The Company also went live with its ERP at its Memphis, Tennessee facility on November 1, 2025 with minimal disruption.
•We completed the purchase of a building in Memphis, Tennessee for $63.4 million funded with our new Term Loan of $80.0 million, both of which closed in December 2024.
•We continue to invest in the future growth of the Company as evidenced by our $213.2$204.9 million in capital expendituresexpenditures, including the acquisition of intangible assets in 2024, an increase of $91.4 million or 87.6% when compared to 2023.2025.
We report our financial results based on three reportable segments: AAON Oklahoma, AAON Coil Products, and BASX, which are further described in Item“Segments” 1(Note and23) Itemwithin 8.our notes to the consolidated financial statements. The Company’s chief operating decision maker (“CODM”), our CEO, allocates resources and assesses the performance of each operating segment using information about the operating segment's net sales and gross profit. The CODM does not evaluate operating segments using asset or liability information.
1 Cost of sales and gross profit for each segment are calculated as a percentage of the respective segment’s net sales. Total cost of sales and total gross profit are calculated as a percentage of total net sales.
2 Presented after intercompany eliminations.
Total net sales increased $241.4 million, or 20.1%. AAON Oklahoma had net sales of $801.2 million, a decrease of 6.7% compared to the same period in the prior year. This decrease was driven by supply chain issues from the refrigerant transition at the beginning of the year and coil supply shortages in the second quarter due to our ERP implementation at our Longview, Texas facility which slowed production of coils made for our Tulsa plant. Sales were up 126.1% for AAON Coil Products primarily driven by growth in BASX-branded products of $202.3 million for liquid cooling data centers. AAON-branded products at AAON Coil Products declined $20.9 million due to disruptions caused by our ERP implementation. BASX net sales were up 59.3% to $315.5 million due to the continued demand for data center solutions and increasing production out of our Memphis facility.
Gross profit decreased $11.4 million or 2.9% and from 33.1% of sales to 26.7% of sales. AAON Oklahoma’s decrease in gross profit is primarily driven by the lower volumes discussed above from the first half of the year that resulted in sub optimal overhead absorption. Additionally, our new plant in Memphis is part of AAON Oklahoma, building intercompany sales for the BASX segment at cost. As such, the sales and gross profit from orders completed in Memphis are reflected in the BASX segment, but the additional overhead cost of running the plant is reflected in the AAON Oklahoma segment. Memphis contributed $16.1 million in cost to the AAON Oklahoma segment. AAON Coil Products gross profit margin increased slightly from 19.2% in 2024 to 21.4% in 2025. AAON Coil Products had disruptions caused by our ERP system implementation at the beginning of the second quarter. Progress was made during the remainder of the year and the higher volume data center work help to offset the negative impacts of these disruptions. The increase in BASX gross profit is due to better overhead absorption from the increased sales volumes coming from our Memphis facility.
Total net sales increased $32.1 million, or 2.7%. BASX increased by 25.1%, or $39.8 million, and AAON Coil Products increased 28.1%, or $31.6 million, both primarily related to demand from the BASX branded data center products. AAON Oklahoma sales decreased 4.4%, or $39.2 million due to challenges from the industry-regulated refrigerant transition and nonresidential construction activity that experienced weakened demand throughout 2024 as compared to 2023.
Gross profit as a percent of sales decreased to 33.1% during 2024 as compared to 34.1% in 2023. As noted above, realization of price increases has improved our margin profile along with the slowing of inflation; however, the price increases were offset by flat volumes and lower overhead absorption for the AAON Oklahoma segment. In addition, the AAON Coil Products and BASX segments experienced temporary inefficiencies associated with facility construction to increase future production capacity for increased demand of BASX branded data center products.
In order to retain our existing employees, we have increased our starting wage rate considerably in recent years and continue to award periodic wage increases to our employees. We occasionally increase the price of our products to help offset any inflationary headwinds. In 2022, we implemented a recurring 1% monthly price increase beginning June 1, 2022, and ending on April 1, 2023. We reinstated the recurring 1% monthly price increase on October 1, 2023, through February 1, 2024.
As shown in the table below, we have experienced year-over-year fluctuations in the cost of several raw materials.
Selling, general and administrative expenses increased $51.5 million for the year ended December 31, 2025, from the prior year period. Profit sharing is down as a result of our lower earnings in the period. Salaries and benefits have increased as we add additional headcount to help build out our organizational capacity for future growth. Depreciation and amortization increased $7.2 million during the period due to increased investments from our ERP implementation. We incurred approximately $6.1 million in incentive fees due to our real estate broker associated with the acquisition of our Memphis, Tennessee plant for a percentage of the incentives awarded to us by various entities. Other includes an increase in expense of $17.4 million for technology related consulting fees along with increased expenses related to travel and other consulting expenses.
Selling, general and administrative expenses increased 9.6%, or $16.5 million, during 2024 as compared to the prior year. As a percentage of sales, selling, general and administrative increased from 14.7% to 15.7%. Depreciation and amortization increased 49.3%, or $6.8 million, as compared to 2023, due to increased investments in back office technology and automation. Other expenses increased 34.5%, or $10.3 million, due to increased travel, consulting expenses, and closing costs related to the 2023 New Market Tax Credit (Note 18). Professional fees decreased 42.7%, or $6.6 million, due to the 2023 litigation settlement (Note 19).
The Company’s estimated annual 2025 effective tax rate, excluding discrete events, is expected to be approximately 22.5%. Discrete events such as excess tax benefits related to stock compensation and various tax credits consistently provide a benefit, keeping our actual effective rate lower than the stated 22.5%.
The Company’s estimated annual 2024 effective tax rate, excluding discrete events, was 24.7%.
The decrease year over year in the overall effective tax rate was primarily due to the excess tax benefit of $16.4 million for the year ended December 31, 2024, as compared to $8.9 million during the same period in 2023. The excess tax benefit is related to the timing of stock option exercises and restricted stock vestings as a result of our high stock price during the year ended December 31, 2024.
Working Capital - Our unrestricted cash and cash equivalents decreasedremained $0.3 millionstable from December 31, 2023,2024, to December 31, 2024.2025. AsOur ofrestricted Decembercash 31,decreased 2024, we had $6.5$5.3 million indue cashto andfunding cashrequirements equivalentsrelated andto restrictedour cash.Longview, Texas expansion.
Outstanding Debt - On December 16, 2024, we amendedentered ourinto Amendedthe Third Amendment and Restated Loan Agreement dated November 24, 2021 (as amended, “Amended Loan Agreement”)2021, to include an $80.0 million term loan payable in equal monthly installments, plus interest, over 60 months, expiring December 16, 2029 (“Term Loan”). inThe additionagreement toprovided thefor a $200.0 million revolving credit facility (and an option to increase the “maximum borrowings to $300.0 million. In April 2025, we increased our available Revolver”). to $230.0 million, an increase of $30.0 million, to fund our additional working capital needs.
On May 29, 2025, we entered into the Fifth Amendment to the Amended and Restated Loan Agreement dated November 24, 2021 (as amended, “Amended Loan Agreement”) whereby the remaining balance of the Term Loan, approximately $72.0 million, was rolled into the amended Revolving Loan (“Amended Revolver”), the capacity of which was increased from $230.0 million to $500.0 million. The Amended Revolver is prepayable without penalty.
On December 29, 2025, we entered into the Sixth Amendment to the Amended and Restated Loan Agreement. The terms of the Amendment increased the amount of the borrowing capacity on the Revolver from $500.0 million to $600.0 million by exercising the $100.0 million accordion feature. The Amended Revolver is prepayable without penalty. The Revolver expires on May 27, 2030.
As of December 31, 2024,2025, and December 31, 2023,2024, we had an outstanding balance under the Revolver of $76.5$398.3 million and $38.3$76.5 million, respectively. We had one standby letter of credit totaling $0.7 million and $0.3 million as of December 31, 2024,2025, and two standby letters of credit totaling $2.3 million as of December 31, 2023.2024, respectively. Borrowings available under the Revolver at December 31, 2024,2025, were $123.2$201.0 million. The Revolver expires on May 27, 2027.
The Term Loan had no outstanding balance as of December 31, 2025 and a balance of $78.4 million as of December 31, 2024 respectively.
As of December 31, 2024, we had an outstanding balance under the Term Loan of $78.4 million. No amounts were outstanding under the Term Loan at December 31, 2023. The Term Loan is payable in equal month installments, plus interest, over 60 months, expiring December 16, 2029.
Fees associated with the unused portion of the committed amount are included in interest expense on our consolidated statements of income and were not material for the years ended December 31, 2025, 2024, 2023, and 2022, respectively.2023.
1 Funds were borrowed on December 16, 2024. No borrowings outstanding during the year ended December 31, 2025.
Upon closing of the 2019 NMTC transaction, the Company provided an aggregate of approximately $15.9 million to the 2019 Investor, in the form of a loan receivable, with a term of twenty-five25 years, bearing an interest rate of 1.0%. This $15.9 million in proceeds plus capital contributed from the 2019 Investor was used to make an aggregate $22.5 million loan to a subsidiary of the Company. This financing arrangement is secured by equipment at the Company’s Longview, Texas facilities and a guarantee from the Company, including an unconditional guarantee of the NMTCs. The Company’s seven-year compliance period ends in 2026, at which time the Company expects the put/call feature of the transaction to be exercised, forgiving a portion of the debt.
Upon closing of the 2023 NMTC transaction, the Company provided an aggregate of approximately $16.7 million to the 2023 Investor, in the form of a loan receivable, with a term of twenty-five25 years, bearing an interest rate of 1.0%. This $16.7 million in proceeds plus capital contributed from the 2023 Investor was used to make an aggregate $23.8 million loan to a subsidiary of the Company. This financing arrangement is secured by a guarantee from the Company, including an unconditional guarantee of the NMTCs. The net proceeds from the closing of the 2023 NMTC are included in restricted cash on our consolidated balance sheets required to be used for the 2023 Project.
2024 New Markets Tax Credit - On February 27, 2024, the Company entered into a transaction with a subsidiary of an unrelated third-party financial institution (the “2024 Investor”) and a certified Community Development Entity under a qualified New Markets Tax Credit (“2024 NMTC”) program pursuant to Section 45D of the Internal Revenue Code of 1986, as amended, related to an investment in real estate to facilitate the current expansion of our Longview, Texas manufacturing operations (the “2024 Project”). In connection with the 2024 NMTC transaction, the Company received a $15.5 million NMTC allocation for the 2024 Project and secured low-interest financing and the potential for future debt forgiveness related to the expansion of its Longview, Texas facilities.
Upon closing the 2024 NMTC transaction, the Company provided an aggregate of approximately $11.0 million to the 2024 Investor, in the form of a loan receivable, with a term of twenty-five25 years, bearing an interest rate of 1.0%. This $11.0 million in proceeds plus capital contributed from the 2024 Investor was used to make an aggregate $16.0 million loan to a subsidiary of the Company. This financing arrangement is secured by a guarantee from the Company, including an unconditional guarantee of NMTCs. The net proceeds from the closing of the 2024 NMTC are included in restricted cash on our consolidated balance sheets required to be used for the 2024 Project.
The Company also repurchases shares of AAON, Inc. stock related to our LTIP plans (Note 15) at current market prices.
The Company also repurchases shares of AAON, Inc. stock from certain of its employees for payment of statutory tax withholdings on stock transactions. All other repurchases from directors or employees are contingent upon Board approval. All repurchases are done at current market prices.
On July 7, 2023, the Board of Directors declared a three-for-two stock split of the Company’s common stock that was paid in the form of a stock dividend. Stockholders of record at the close of business on July 28, 2023, received one additional share for every two shares they held as of that date on August 16, 2023 (ex-dividend date August 17, 2023). All share and per share information has been updated to reflect the effects of this stock split.
The following table reflects the major categories of cash flows for the year ended December 31, 2025 and 2024. For additional details, see the consolidated financial statements.
The table below reflects a summary of our net cash flows provided by operating activities, net cash flows used in investing activities, and net cash flows provided by financing activities for the years indicated.
The Company currently manages cash needs through working capital as well as drawing on its line of credit. Collections and payments cycles are on a normal pattern and fluctuate due to timing of receipts and payments. In early 2022,Historically, the Company began increasingincreases the purchase of inventory to take advantage of favorable pricing opportunities and also to mitigate the impact of future supply chain disruptions on our operations;operations. however,Additionally, aswe inflationary and supply chain disruptions have decreased, the Company has been ablecontinue to reduce overall inventory levels. At the end of 2024, we mademake significant purchases of inventory related to data center orders. These purchases are allocated to customer jobs and show as increases to our contract assets.
Current payment terms for some BASX-branded jobs primarily require the Company to fund the upfront working capital resulting in cash outflows related to our contract assets. Similarly, some BASX-branded jobs require down payments, resulting in cash inflows related to our contract liabilities. 2025 saw significant increases in accounts receivable in the back half of the year with customers that have longer terms than the typical 30 day AAON-branded terms. The Company experienced carrying working capital for extended periods of time during this period of growth and expansion at our Longview and Memphis plants.
Payment terms for BASX jobs may require upfront cash to fund the job resulting in cash inflows related to our contract liabilities and cash inflows fluctuate due to job timing and scheduling.
The decrease in cash flows from income taxes is primarily due to the 2017 Tax Cuts & Jobs Act, which requires research and development expenses incurred after December 31, 2021, to be capitalized and amortized over five years. This defers our current period income tax deduction which increased our income tax payments due at the end of 2022.
Capital expenditures during the year ended December 31, 2025, relate to additional infrastructure and machinery for both replacement and production growth, finalizing our new production space in our Redmond, Oregon and Longview, Texas locations, additional equipment and production capacity in Parkville, Missouri, and new equipment for our Memphis, Tennessee facility. We have also made investments to purchase or develop software for internal use in anticipation of future Company growth.
The capital expenditures increase during 2024 related to our continued investment in our production capabilities. Purchases during 2024 include additional infrastructure and machinery for both replacement and growth. We added 237,500 square feet to our Longview, Texas facility primarily for the production of BASX branded data center products. We also completed the addition of a new Weld Shop in Redmond, Oregon that created more capacity in our manufacturing building. In Parkville, Missouri, we built an SMT production line to produce our own control boards. We have also made investments to purchase and develop software for internal use in anticipation of future Company growth. Many of these projects are subject to review and cancellation at the discretion of our CEO and Board of Directors without incurring substantial charges.
In December 2024, the Company purchased a new 787,000 square foot facility in Memphis, Tennessee, which will accommodate incremental demand for both BASX and AAON products over the next several years, at the same time providing more geographic diversification across our manufacturing footprint. The purchase price for the facility was approximately $63.4 million.
The change in cash from financing activities in 20242025 is primarily related to borrowings under our revolving credit facility to manage our working capital needs, especially strategic purchases of inventory to avoid supply chain delays and the funding of certain capital expenditures, offset by repayments we were able to make due to increasedour operating results and financial condition.
During the year ended December 31, 2025, we repurchased $30.0 million under our open market share repurchase programs. Furthermore, cash flows from financing activities is historically affected by the timing of stock options exercised by our employees.
Additionally, we repurchased approximately 1.4 million shares for approximately $108.1 million during 2024 (Note 17).
What changed in the latest 10-Q
Risk Factors
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025. The risk factors described in our Annual Report could materially adversely affect our business, financial condition or future results. There have been no material changes to the risk factors included in our 2025 Annual Report.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Segment Operating Results for the Six Months Ended June 30, 2026 and 2025”
New heading “Raw Material Costs”
New heading “Selling, General and Administrative Expenses”
Largest changes
“We occasionally increase the price of our products to help offset any inflationary headwinds. In recent years, price increases have been more frequent due to the amount of inflation the business has endured. On January 1, 2025, we implemented a 3.0% price increase for AAON-branded products. On April 1, 2025, we implemented a 6.0% surcharge on all AAON-branded products as a result of the uncertainty of international tariffs. BASX-branded products are priced by job and in most cases, provide the ability to increase the price if the order is outside normal lead times.”see in full comparison
“We periodically adjust product pricing, including implementing targeted price increases, to help offset inflationary pressures, fluctuating input costs, and macroeconomic uncertainties such as international tariffs. For standard product lines, pricing is evaluated continuously and adjusted based on market conditions. For custom or job-based engineered products, pricing is generally established on a per-project basis, with contractual terms that allow for price adjustments if order fulfillment or delivery falls outside standard lead times.”see in full comparison
“Segment Operating Results for the Six Months Ended June 30, 2026 and 2025”see in full comparison
Beginning in January 2025, the current United States (“U.S.”) Administration began enacting a series of tariffs affecting nearly all goods imported into the U.S. In retaliation, numerous foreign countries imposed reciprocal tariffs and restricted certain exports to the U.S. The continuous changes and uncertainty in tariff policy could impact our cost of materials, parts, or components imported into the U.S. and could impact the availability of supply from our vendors. We source raw materials domestically, but historically have seen those suppliers increase prices when tariffs are increased. Additionally, while we source most components domestically, our vendors may be impacted by tariffs if they use foreign parts and materials and often pass any additional costs as a result of tariffs through to us.see in full comparisonWeWhereexpectappropriate, we attempt tocontinuemitigatetothesepasscostalongincreasessomeby implementing targeted price adjustments across select product lines. Although the realization of thesecostssurcharges may lag initial cost increases due toourproductioncustomers,leadbuttimes,theweincreasedexpectpricepricingofactionsourtoproductshelpcouldoffsetadverselytariff-relatedaffectmargintheimpactsdemand,overwhichtime,couldsubjecthavetoanmarketadverse effect on our businessdemand andourcompetitiveearnings. The third quarter of 2025 is the first period for us to see any significant financial impact from tariffs. On April 1, 2025 we instituted a 6.0% tariff surcharge on AAON-branded orders which we began to see realization of in the third quarter of 2025. Early in 2025, the amount of surcharge realized had not covered the additional costs from the tariffs, but had changed by the end of the year as we fully realized our surcharge.dynamics.
Full comparison: every changed paragraph (38)
Foreign sales were approximately $11.2$7.6 million and $18.8 million for the three and six months ended MarchJune 31,30, 2026, as compared to $11.3$7.5 million and $18.8 million for the three and six months ended MarchJune 31,30, 2025.
The price levels of our raw materials fluctuate due to various economic factors within the U.S. and global economy. At MarchJune 31,30, 2026, the price (year to date average) for copper and aluminum increased by approximately 7.1%8.2% and 18.8%,20.3%, respectively, while stainless steel and galvanized steel decreased approximately 11.6%14.1% and 3.5%,3.4%, respectively.
We periodically adjust product pricing, including implementing targeted price increases, to help offset inflationary pressures, fluctuating input costs, and macroeconomic uncertainties such as international tariffs. For standard product lines, pricing is evaluated continuously and adjusted based on market conditions. For custom or job-based engineered products, pricing is generally established on a per-project basis, with contractual terms that allow for price adjustments if order fulfillment or delivery falls outside standard lead times.
We occasionally increase the price of our products to help offset any inflationary headwinds. In recent years, price increases have been more frequent due to the amount of inflation the business has endured. On January 1, 2025, we implemented a 3.0% price increase for AAON-branded products. On April 1, 2025, we implemented a 6.0% surcharge on all AAON-branded products as a result of the uncertainty of international tariffs. BASX-branded products are priced by job and in most cases, provide the ability to increase the price if the order is outside normal lead times.
Beginning in January 2025, the current United States (“U.S.”) Administration began enacting a series of tariffs affecting nearly all goods imported into the U.S. In retaliation, numerous foreign countries imposed reciprocal tariffs and restricted certain exports to the U.S. The continuous changes and uncertainty in tariff policy could impact our cost of materials, parts, or components imported into the U.S. and could impact the availability of supply from our vendors. We source raw materials domestically, but historically have seen those suppliers increase prices when tariffs are increased. Additionally, while we source most components domestically, our vendors may be impacted by tariffs if they use foreign parts and materials and often pass any additional costs as a result of tariffs through to us. WeWhere expectappropriate, we attempt to continuemitigate tothese passcost alongincreases someby implementing targeted price adjustments across select product lines. Although the realization of these costssurcharges may lag initial cost increases due to ourproduction customers,lead buttimes, thewe increasedexpect pricepricing ofactions ourto productshelp couldoffset adverselytariff-related affectmargin theimpacts demand,over whichtime, couldsubject haveto anmarket adverse effect on our businessdemand and ourcompetitive earnings. The third quarter of 2025 is the first period for us to see any significant financial impact from tariffs. On April 1, 2025 we instituted a 6.0% tariff surcharge on AAON-branded orders which we began to see realization of in the third quarter of 2025. Early in 2025, the amount of surcharge realized had not covered the additional costs from the tariffs, but had changed by the end of the year as we fully realized our surcharge.dynamics.
At MarchJune 31,30, 2026, our consolidated backlog is $2,129.5$1,970.8 million, an increase of 107.4%,98.0%, or $1,102.6$975.5 million, as compared to MarchJune 31,30, 2025. Backlog wasis up from a year ago for both AAON-branded products and BASX-branded products with BASX-branded products increasing 160.0%,185.4%, or $996.6$929.3 million, when compared to MarchJune 31,30, 2025. Most of these orders were associated with the BASX-branded data center liquid cooling solutions.
•Net sales for the three months ended MarchJune 31,30, 2026 grew 54.3%101.2% to $496.9$627 million driven by the strong demand and growth of our BASX-branded products. BASX-branded products increased 72.4%,216.2%, or $96.0$235.7 million when compared to the three months ended MarchJune 31,30, 2025. Net sales of AAON-branded products also increased 39.3%, to $79.7 million for the three months ended June 30, 2026. This growth is driven by the robust backlog and increased production throughput from our capacity investment and operational improvements.
•As a percent of sales, SG&A has declined from 19.0% for the three months ended June 30, 2025 to 13.3% for the three months ended June 30, 2026, demonstrating strong operating leverage and disciplined cost management.
•Income from operations as a percent of sales increased to 11.5% compared to 10.9% a year ago, reflecting higher production volumes and improving execution.
Segment Operating Results for theThree Months Ended June 30, 2026 and Three Months Ended MarchJune 31, 2026 and30, 2025
Total net sales increased $315.4 million, or 101.2%. AAON Oklahoma had net sales of $262.3 million, an increase of 41.7% compared to the same period in the prior year. This increase was driven by the strong backlog entering the quarter and a successful ramp up of production. Sales were up 150.9% at AAON Coil Products, primarily driven by growth in BASX-branded products of $85.6 million for a large liquid cooling data center. BASX net sales were up 220.7% to $218.0 million due to the continued demand for data center solutions and increasing production out of our Memphis facility.
Gross profit margin decreased to 24.3% of sales from 26.6%. AAON Oklahoma’s decrease in gross profit margin is driven by the additional overhead from our Memphis plant. Memphis is part of AAON Oklahoma, building intercompany sales for the BASX segment at cost. As such, the sales and gross profit from orders completed in Memphis are reflected in the BASX segment, but the additional overhead cost of running the plant is reflected in the AAON Oklahoma segment. Memphis contributed $18.1 million and $3.0 million in cost of sales to the AAON Oklahoma segment for the three months ended June 30, 2026 and 2025, respectively. AAON Coil Products gross profit margin decreased to 16.0% from 17.5% as a result of higher material costs.
As shown in the table below, we have experienced fluctuations in the cost of several raw materials.
Total net sales increased $174.9 million, or 54.3% driven by growth across all segments. AAON Oklahoma saw significant improvement with an increase of $82.1 million in net sales driven by increased production out of the Tulsa facility and a stronger backlog heading into 2026. AAON-branded products struggled in the first quarter of 2025 due to the change in refrigerant. The $23.6 million increase in net sales for AAON Coil Products is due to sales of BASX-branded products for liquid cooling data center orders. BASX net sales are up $69.2 million due to the production of BASX-branded products from our Memphis facility.
Gross profit as a percentage of sales is stable at 25.1% compared to 26.8% in the same period a year ago. AAON Oklahoma gross profit margin is up slightly to 26.3% due to realization of price increases and increased volume out of the Tulsa facility. However, AAON Oklahoma also carries the overhead related to the Memphis plant as all Memphis sales are intercompany transactions done at cost and are reflected within the BASX segment. The approximate overhead related to the Memphis plant is $9.8 million. BASX gross profit margin remained flat year-over-year with additional costs related to outsourcing which limited the benefits realized by the additional volume.
Three-month average raw material cost per pound as of MarchJune 3130:
Selling, general and administrative expenses increased $24.5 million for the three months ended June 30, 2026, from the prior year period. Salaries and benefits have increased as we add additional headcount to help build out our organizational capacity for future growth along with additional bonuses and employee incentives due to better earnings. Warranty is up $7.4 million due to an increase in our historical claims. Profit sharing is up reflecting improved earnings versus the comparative quarter.
Income Taxes
The Company’s estimated annual 2026 effective tax rate, excluding discrete events, is expected to be approximately 25.0%. Discrete events such as excess tax benefits related to stock compensation and various tax credits consistently provide a benefit, keeping our actual effective rate lower than the stated 25.0%.
Segment Operating Results for the Six Months Ended June 30, 2026 and 2025
1 Cost of sales and gross profit for each segment are calculated as a percentage of the respective segment’s net sales. Total cost of sales and total gross profit are calculated as a percentage of total net sales.
2 Presented after intercompany eliminations.
Total net sales increased $490.3 million, or 77.4% driven by growth across all segments. AAON Oklahoma saw significant improvement with an increase of $159.3 million in net sales driven by increased production out of the Tulsa facility and a stronger backlog heading into 2026. AAON-branded products were impacted in the first quarter of 2025 due to the change in refrigerant and then in the second quarter due to a lack of coils from AAON Coil Products. The $111.8 million increase in net sales for AAON Coil Products is due to sales of BASX-branded products for liquid cooling data center orders. Additionally, AAON Coil Products was impacted in 2025 by disruption caused by the transition to a new Enterprise Resource Planning (“ERP”) on April 1st. BASX net sales are up $219.2 million due to the production of BASX-branded products from our Memphis facility.
Gross profit as a percentage of sales is down at 24.7% compared to 26.7% in the same period a year ago. AAON Oklahoma gross profit margin is down to 25.3% due to overhead costs from our ramping Memphis facility. The approximate overhead related to the Memphis plant is $28.0 million. and $5.3 million for the six months ended June 30, 2026 and 2025, respectively. BASX gross profit margin remained flat year-over-year with additional costs related to outsourcing which limited the benefits realized by the additional volume.
Raw Material Costs
Six-month average raw material cost per pound as of June 30:
Selling, General and Administrative Expenses
Selling, general and administrative expenses as a percentage of sales are down year-over-year to 13.5% from 15.9%17.4% in 2025 to 13.7% in 2026.2025. The dollar increase of $16.6$41.1 million is primarily driven by higher salaries and benefits, including profit sharing and stock compensation. Profit sharing is up as a result of our higher earnings in the period. Salaries and benefits have increased due to increased headcount as wewell addas due to additional headcountemployee bonuses and incentives. Warranty has increased due to helpincreases buildin outsales ourand organizationalhigher capacityhistorical for future growth.claims.
Working Capital - Our unrestricted cash and cash equivalents remainedincreased stable$11.5 million from December 31, 2025 to MarchJune 31,30, 2026.
As of MarchJune 31,30, 2026, and December 31, 2025, we had an outstanding balance under the Revolver of $425.2$435.0 million and $398.3 million, respectively. We had two standby letters of credit totaling $1.3 million and one standby letter of credit totaling $0.7 million as of MarchJune 31,30, 2026, and December 31, 2025, respectively. Borrowings available under the Revolver at MarchJune 31,30, 2026, were $173.5$163.7 million.
Fees associated with the unused portion of the committed amount are included in interest expense on our consolidated statements of income for the three and threesix months ended MarchJune 31,30, 2026 and 2025.
At MarchJune 31,30, 2026, we were in compliance with our financial covenants, as defined by the Revolver. These covenants require that we meet certain parameters related to our leverage ratio. At MarchJune 31,30, 2026, our leverage ratio was 1.711.46 to 1.0, which meets the requirement of not being above 3 to 1.
The following table reflects the major categories of cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025. For additional details, see the consolidated financial statements.
Capital expenditures during the threesix months ended MarchJune 31,30, 2026, relate to the continued build out of our Memphis, Tennessee facility and maintenance of our Tulsa facility. We continue to make investments to purchase and develop software for internal use in anticipation of future Company growth.
We are occasionally party to short-term and long-term, cancellable and occasionally non-cancellable, contracts with suppliers for the purchase of raw material and component parts. We expect to receive delivery of raw material and component parts for use in our manufacturing operations. These contracts are not accounted for as derivative instruments because they meet the normal purchase and normal sales exemption. We had no material contractual purchase obligations as of MarchJune 31,30, 2026, except as described below.
In 2023, the Company executed a five-year purchase commitment for refrigerants. For the three months ended MarchJune 31,30, 2026 and 2025, the Company made payments of $3.2$4.7 million and $0.6$2.1 million on this contract, respectively. Estimated minimum future payments are $7.3$5.8 million, and $11.2 million for 2026 and 2027, respectively.
In 2025, the Company executed three one-year purchase commitments for raw materials. Estimated minimum future payments are $23.3$18.8 million for 2026. We had no other material contractual purchase obligations as of MarchJune 31,30, 2026.
There have been no material changes in the Company’s critical accounting policies during the threesix months ended MarchJune 31,30, 2026.
AAON insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 2 Form 4 filings (2 insiders, 2 trade dates, 1,457 shares, about $109.6K) and open-market sales in 16 filings (5 insiders, 11 trade dates, 181,966 shares, about $22.7M; 5 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -180,509 (purchases minus sales); net value about -$22.6M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-15 | Stewart David Raymond |
Open-market purchase | 1,000 | $74.66 | $74.7K |
| 2026-09-01 | Asbjornson Norman H |
Gift | 100,000 | — | — |
| 2026-09-01 | Jermain Patrick John |
Grant/award | 1,284 | — | — |
| 2026-09-01 | Buttermore Robert L. |
Grant/award | 1,284 | — | — |
| 2026-08-28 | Shaub Matthew |
Open-market purchase | 457 | $76.42 | $34.9K |
| 2026-06-02 | Thompson Rebecca |
Open-market sale | 4,230 | $143.42 | $606.7K |
| 2026-05-29 | Fields Gary D |
Open-market sale | 19,000 | $140.20 | $2.7M |
| 2026-05-29 | Asbjornson Norman H |
Gift | 88,000 | — | — |
| 2026-05-29 | Asbjornson Norman H |
Gift | 101,441 | — | — |
| 2026-05-26 | Wichman Gordon Douglas |
Open-market sale | 3,000 | $140.39 | $421.2K |
| 2026-05-26 | Wichman Gordon Douglas |
Option exercise | 3,000 | $27.58 | $82.7K |
| 2026-05-26 | Fields Gary D |
Open-market sale | 21,173 | $140.34 | $3.0M |
| 2026-05-26 | Fields Gary D |
Option exercise | 21,173 | $48.91 | $1.0M |
| 2026-05-14 | Kidwell Casey |
Option exercise | 1,069 | $82.39 | $88.1K |
| 2026-05-14 | Kidwell Casey |
Open-market sale | 2,084 | $138.30 | $288.2K |
| 2026-05-14 | Kidwell Casey |
Option exercise | 2,084 | $79.73 | $166.2K |
| 2026-05-14 | Kidwell Casey |
Open-market sale | 1,069 | $138.31 | $147.9K |
| 2026-05-13 | Tobolski Matthew Joseph |
Open-market sale | 8,000 | $135.37 | $1.1M |
| 2026-05-13 | Tobolski Matthew Joseph |
Shares withheld for tax | 467 | $135.37 | $63.2K |
| 2026-05-13 | Fields Gary D |
Option exercise | 19,081 | $36.13 | $689.4K |
| 2026-05-13 | Fields Gary D |
Open-market sale | 19,081 | $137.60 | $2.6M |
| 2026-05-12 | Asbjornson Norman H |
Grant/award | 1,290 | — | — |
| 2026-05-12 | Ware Bruce |
Grant/award | 1,290 | — | — |
| 2026-05-12 | Stewart David Raymond |
Grant/award | 1,290 | — | — |
| 2026-05-12 | Mcelroy A H Ii |
Grant/award | 1,290 | — | — |
| 2026-05-12 | Leclair Stephen O |
Grant/award | 1,290 | — | — |
| 2026-05-12 | Lawhorn Caron A |
Grant/award | 1,290 | — | — |
| 2026-05-12 | Kouplen Angela |
Grant/award | 1,290 | — | — |
| 2026-05-12 | Fields Gary D |
Option exercise | 26,018 | $48.91 | $1.3M |
| 2026-05-12 | Fields Gary D |
Open-market sale | 26,018 | $134.07 | $3.5M |
| 2026-05-12 | Fields Gary D |
Option exercise | 5,253 | $31.69 | $166.5K |
| 2026-05-12 | Fields Gary D |
Open-market sale | 5,253 | $134.05 | $704.2K |
| 2026-05-07 | Thompson Rebecca |
Open-market sale |
9,672 | $136.59 | $1.3M |
| 2026-05-07 | Thompson Rebecca |
Option exercise |
9,672 | $29.48 | $285.1K |
| 2026-04-27 | Thompson Rebecca |
Option exercise |
400 | $29.48 | $11.8K |
| 2026-04-27 | Thompson Rebecca |
Open-market sale |
400 | $100.27 | $40.1K |
| 2026-04-24 | Thompson Rebecca |
Open-market sale |
21,914 | $100.21 | $2.2M |
| 2026-04-24 | Thompson Rebecca |
Option exercise |
21,914 | $29.48 | $646.0K |
| 2026-04-24 | Thompson Rebecca |
Open-market sale | 21,914 | $100.21 | $2.2M |
| 2026-04-24 | Thompson Rebecca |
Option exercise | 21,914 | $29.48 | $646.0K |
| 2026-04-23 | Thompson Rebecca |
Open-market sale |
7,292 | $100.10 | $729.9K |
| 2026-04-23 | Thompson Rebecca |
Option exercise |
7,292 | $29.48 | $215.0K |
| 2026-04-23 | Thompson Rebecca |
Open-market sale | 7,292 | $100.10 | $729.9K |
| 2026-04-23 | Thompson Rebecca |
Option exercise | 7,292 | $29.48 | $215.0K |
| 2026-04-21 | Thompson Rebecca |
Open-market sale |
2,287 | $100.11 | $229.0K |
| 2026-04-21 | Thompson Rebecca |
Option exercise |
2,287 | $29.48 | $67.4K |
| 2026-04-21 | Thompson Rebecca |
Open-market sale | 2,287 | $100.11 | $229.0K |
| 2026-04-21 | Thompson Rebecca |
Option exercise | 2,287 | $29.48 | $67.4K |
| 2026-04-20 | Cheung Chung Kin |
Grant/award | 15,507 | — | — |
Well-known investors holding AAON (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 313,228 | $39.7M | 0.02% | Added 1201% |
| Two Sigma Investments | 2026-06-30 | 233,374 | $29.6M | 0.02% | Reduced 17% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 207,646 | $26.3M | 0.02% | Reduced 45% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 16,325 | $2.1M | 0.0% | New position |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 14,850 | $1.9M | 0.0% | Added 95% |
| Bridgewater Associates | 2026-06-30 | 9,086 | $1.2M | 0.0% | New position |
| Millennium Management (Israel Englander) | 2026-06-30 | 2,547 | $323.1K | 0.0% | New position |