2 unchanged sentences
Consolidated Balance Sheets
−Removed: June 30, 2025 December 31, 2024
+Added: September 30, 2025 December 31, 2024
Assets (in thousands, except share and per share data)
22 unchanged sentences
Debt, long-term 360,142 138,891
+Added: Deferred tax liabilities 22,199 —
Other long-term liabilities 22,205 20,743
4 unchanged sentences
Preferred stock, $ .001 par value, 5,000,000 shares authorized, no shares issued
−Removed: Common stock, $ .004 par value, 200,000,000 shares authorized, 81,509,387 and 81,436,594 issued and outstanding at June 30, 2025 and December 31, 2024, respectively
+Added: Common stock, $ .004 par value, 200,000,000 shares authorized, 81,593,092 and 81,436,594 issued and outstanding at September 30, 2025 and December 31, 2024, respectively
Additional paid-in capital 56,350 68,946
7 unchanged sentences
Three Months Ended
−Removed: June 30, Six Months Ended
+Added: September 30, Nine Months Ended
+Added: September 30,
2025 2024 2025 2024
22 unchanged sentences
Consolidated Statements of Stockholders' Equity
−Removed: Six Months Ended June 30, 2025
+Added: Nine Months Ended September 30, 2025
Common Stock Paid-in Retained
8 unchanged sentences
Dividends — — — ( 24,437 ) ( 24,437 )
−Removed: Balances at June 30, 2025 81,509 $ 326 $ 48,607 $ 783,813 $ 832,746
−Removed: Six Months Ended June 30, 2024
+Added: Balances at September 30, 2025 81,593 $ 326 $ 56,350 $ 806,434 $ 863,110
+Added: Nine Months Ended September 30, 2024
Common Stock Paid-in Retained
9 unchanged sentences
Dividends — — — ( 19,571 ) ( 19,571 )
−Removed: Balances at June 30, 2024 80,951 $ 324 $ 49,174 $ 691,000 $ 740,498
−Removed: Three Months Ended June 30, 2025
+Added: Balances at September 30, 2024 81,247 $ 325 $ 59,398 $ 737,133 $ 796,856
+Added: Three Months Ended September 30, 2025
Common Stock Paid-in Retained
1 unchanged sentence
(in thousands)
−Removed: Balances at March 31, 2025 81,348 $ 325 $ 39,020 $ 776,507 $ 815,852
+Added: Balances at June 30, 2025 81,509 $ 326 $ 48,607 $ 783,813 $ 832,746
Net income — — — 30,782 30,782
3 unchanged sentences
Dividends — — — ( 8,161 ) ( 8,161 )
−Removed: Balances at June 30, 2025 81,509 $ 326 $ 48,607 $ 783,813 $ 832,746
−Removed: Three Months Ended June 30, 2024
+Added: Balances at September 30, 2025 81,593 $ 326 $ 56,350 $ 806,434 $ 863,110
+Added: Three Months Ended September 30, 2024
Common Stock Paid-in Retained
1 unchanged sentence
(in thousands)
−Removed: Balances at March 31, 2024 82,118 $ 329 $ 139,184 $ 645,295 $ 784,808
+Added: Balances at June 30, 2024 80,951 $ 324 $ 49,174 $ 691,000 $ 740,498
Net income — — — 52,625 52,625
3 unchanged sentences
Dividends — — — ( 6,492 ) ( 6,492 )
−Removed: Balances at June 30, 2024 80,951 $ 324 $ 49,174 $ 691,000 $ 740,498
+Added: Balances at September 30, 2024 81,247 $ 325 $ 59,398 $ 737,133 $ 796,856
The accompanying notes are an integral part of these consolidated financial statements.
1 unchanged sentence
Consolidated Statements of Cash Flows
−Removed: Six Months Ended
+Added: Nine Months Ended
+Added: September 30,
Operating Activities (in thousands)
83 unchanged sentences
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.
+Added: The third quarter of 2025 is the first period during which we experienced significant financial impact from tariffs.
+Added: On April 1, 2025 we instituted a 6.0% tariff surcharge on AAON branded orders which we began to see
+Added: realization of in the third quarter of 2025.
+Added: To date, we estimate that the amount of surcharge realized has not covered the additional costs from the tariffs, but expect this to change by the end of the year as we fully realize our surcharge.
Due to our favorable liquidity position, we are well positioned to make strategic purchases of materials when we see opportunities or potential disruptions in our supply chain.
30 unchanged sentences
Our definite-lived intangible assets include customer relationships, internal-use software and other intellectual property acquired in business combinations or asset acquisition.
−Removed: We amortize our definite-lived intangible assets on a straight-line basis over the estimated useful lives of the assets.
−Removed: We evaluate the carrying value of our amortizable intangible assets for potential
−Removed: impairment when events and circumstances warrant such a review.
+Added: We amortize our definite-lived intangible assets on a straight-line basis
+Added: over the estimated useful lives of the assets.
+Added: We evaluate the carrying value of our amortizable intangible assets for potential impairment when events and circumstances warrant such a review.
Amortization is computed using the straight-line method over the following estimated useful lives:
3 unchanged sentences
Goodwill represents the excess of the consideration paid for the acquired businesses over the fair value of the individual assets acquired, net of liabilities assumed.
−Removed: Goodwill at June 30, 2025, is expected to be tax deductible in future periods.
+Added: Goodwill at September 30, 2025, is expected to be tax deductible in future periods.
Indefinite-lived intangible assets consist of trademarks and trade names.
12 unchanged sentences
BASX BASX Data center cooling solutions, cleanroom products, and air handling products
−Removed: Three Months Ended June 30, 2025
+Added: Three Months Ended September 30, 2025
AAON Oklahoma AAON Coil Products BASX Total
3 unchanged sentences
Total $ 238,748 $ 70,246 $ 75,244 $ 384,238
−Removed: Three Months Ended June 30, 2024
+Added: Three Months Ended September 30, 2024
AAON Oklahoma AAON Coil Products BASX Total
3 unchanged sentences
Total $ 228,887 $ 35,232 $ 63,133 $ 327,252
−Removed: Six Months Ended June 30, 2025
+Added: Nine Months Ended September 30, 2025
AAON Oklahoma AAON Coil Products BASX Total
3 unchanged sentences
Total $ 585,706 $ 222,734 $ 209,419 $ 1,017,859
−Removed: Six Months Ended June 30, 2024
+Added: Nine Months Ended September 30, 2024
AAON Oklahoma AAON Coil Products BASX Total
3 unchanged sentences
Total $ 664,754 $ 90,852 $ 147,311 $ 902,917
−Removed: Aftermarket part sales (included in the AAON Product sales above) were $ 20.7 million and $ 18.9 million for the three months ended June 30, 2025 and 2024, respectively, and $ 35.9 million and $ 34.5 million for the six months ended June 30, 2025 and 2024, respectively.
+Added: Aftermarket part sales (included in the AAON Product sales above) were $ 24.9 million and $ 21.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 60.8 million and $ 55.6 million for the nine months ended September 30, 2025 and 2024, respectively.
The Company recognizes revenue, presented net of sales tax, when it satisfies the performance obligation in its contracts.
32 unchanged sentences
The Representatives’ fee and Third Party Products amounts (“Due to Representatives”) are paid only after all amounts associated with the order are collected from the customer.
−Removed: The amount of payments to our Representatives were $ 12.0 million and $ 10.2 million for the three months ended June 30, 2025 and 2024, respectively, and $ 24.7 million and $ 21.0 million for the six months ended June 30, 2025 and 2024, respectively.
+Added: The amount of payments to our Representatives were $ 11.1 million and $ 10.7 million for the three months ended September 30, 2025 and 2024, respectively, and $ 35.8 million and $ 31.7 million for the nine months ended September 30, 2025 and 2024, respectively.
Contract Assets and Liabilities
Opening and closing balances of contract assets and contract liabilities are as follows:
−Removed: 2025 December 31,
−Removed: 2024 June 30,
+Added: September 30,
2025 December 31,
−Removed: (in thousands) (in thousands)
+Added: (in thousands)
Contract assets $ 207,739 $ 135,820
4 unchanged sentences
Costs and estimated earnings on uncompleted contracts and related billings are as follows:
−Removed: 2025 June 30,
+Added: September 30,
+Added: 2025 September 30,
(in thousands)
6 unchanged sentences
Total, net $ 187,166 $ 78,729
−Removed: Revenue recognized in the reporting period that was included in the contract liability balance at the beginning of the period for the six months ended June 30, 2025 and 2024 was $ 5.9 million and $ 11.5 million, respectively.
+Added: Revenue recognized in the reporting period that was included in the contract liability balance at the beginning of the period for the nine months ended September 30, 2025 and 2024 was $ 11.8 million and $ 12.4 million, respectively.
Typically, we expect to satisfy performance obligations relating to uncompleted in-process contracts within one year or less, however, timing of performance obligations can vary due to timing of payment, production scheduling and timing of customer installation requirements.
2 unchanged sentences
Lease expiration dates, including expected renewal options, range from October 2025 to November 2033, with the weighted average remaining term being 6.3 years.
−Removed: The discount rates used to calculate the present value of lease payment range from 1.3 % to 5.9 % as of June 30, 2025.
+Added: The discount rates used to calculate the present value of lease payment range from 1.3 % to 5.9 % as of September 30, 2025.
All leases are classified as operating leases.
−Removed: Balance Sheet Classification June 30, 2025 December 31, 2024
+Added: Balance Sheet Classification September 30, 2025 December 31, 2024
(in thousands)
3 unchanged sentences
Since 2018, the Company has leased the manufacturing, engineering and office space used by our operations in Parkville, Missouri.
−Removed: The leases original term was through December 2032.
+Added: The lease’s original term was through December 2032.
In May 2025, the Company added approximately 17,000 additional square feet and extended the lease term through April 2033.
−Removed: Additionally, in May 2025, the Company added
−Removed: approximately 22,300 sq feet with a lease term through April 2030.
−Removed: The Company’s total leased space in Parkville, Missouri is approximately 125,300 sq feet.
+Added: Additionally, in May 2025, the Company added approximately 22,300 square feet with a lease term through April 2030.
+Added: The Company’s total leased space in Parkville, Missouri is approximately 125,300 square feet.
In November 2022, the Company entered into a lease arrangement for additional storage facilities in Tulsa, Oklahoma to support our operations.
8 unchanged sentences
These leases have expiring terms from October 2025 to May 2028.
−Removed: Total future lease payments as of June 30, 2025, are as follows:
+Added: In October 2025, the Company entered into a lease agreement with a start date of November 2025, for approximately 34,000 square feet of additional warehouse and office space.
+Added: The lease term will expire October 2028.
+Added: Total future lease payments as of September 30, 2025, are as follows:
(in thousands)
6 unchanged sentences
Accounts receivable and the related allowance for credit losses are as follows:
−Removed: 2025 December 31,
−Removed: 2024 June 30,
+Added: September 30,
2025 December 31,
3 unchanged sentences
$ 266,238 $ 147,434
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
Allowance for credit losses:
10 unchanged sentences
The components of inventories and related changes in the allowance for excess and obsolete inventories account are as follows:
+Added: September 30,
2025 December 31,
6 unchanged sentences
$ 250,511 $ 187,420
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
Allowance for excess and obsolete inventories:
6 unchanged sentences
Our property, plant and equipment consist of the following:
+Added: September 30,
2025 December 31,
9 unchanged sentences
Depreciation expense is as follows:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
(in thousands)
3 unchanged sentences
Our intangible assets consist of the following:
+Added: September 30,
2025 December 31,
9 unchanged sentences
Amortization expense is as follows:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
(in thousands)
Amortization expense $ 1,540 $ 2,626 $ 5,284 $ 6,081
−Removed: The weighted-average amortization period for definite-lived intangible assets are as follows as of June 30, 2025:
+Added: The weighted-average amortization period for definite-lived intangible assets are as follows as of September 30, 2025:
Intellectual property 17.4
9 unchanged sentences
The changes in the carrying amount of goodwill were as follows:
−Removed: Six Months Ended
−Removed: 2025 June 30,
+Added: Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
(in thousands)
4 unchanged sentences
Supplemental Cash Flow Information
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
Supplemental disclosures:
19 unchanged sentences
Changes in the warranty accrual are as follows:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
Warranty accrual:
5 unchanged sentences
Warranty expense (benefit) by reportable segment (Note 21) is as follows:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
(in thousands)
5 unchanged sentences
Accrued liabilities were comprised of the following:
+Added: September 30,
2025 December 31,
15 unchanged sentences
Other long-term liabilities were comprised of the following:
+Added: September 30,
2025 December 31,
8 unchanged sentences
The Amended Revolver is prepayable without penalty.
+Added: The Revolver expires on May 27, 2030.
+Added: September 30,
2025 December 31,
4 unchanged sentences
Borrowings available under the Revolver $ 139,204 $ 123,233
−Removed: The Revolver expires on May 27, 2030.
+Added: September 30,
2025 December 31,
9 unchanged sentences
The applicable fee percentage is determined quarterly based on the Company’s leverage ratio.
−Removed: 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 three and six months ended June 30, 2025 and 2024, respectively.
+Added: 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 three and nine months ended September 30, 2025 and 2024, respectively.
Weighted average interest rate of our borrowings outstanding are as follows:
−Removed: Three months ended Six months ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: Three months ended Nine months ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
Revolver 5.8 % 6.6 % 5.7 % 6.6 %
1 unchanged sentence
1 Funds were borrowed on December 16, 2024.
−Removed: No borrowings outstanding during the six months ended June 30, 2024.
+Added: No borrowings outstanding during the nine months ended September 30, 2024.
If SOFR cannot be determined pursuant to the definition, as defined by the Amended Loan Agreement, any outstanding effected loans will be deemed to have been converted into alternative base rate (“ABR”) loans.
1 unchanged sentence
As of December 16, 2024, as defined by the Amended Loan Agreement, if the SOFR cannot be determined any outstanding balance will bear interest at the Prime Rate in effect on such day.
−Removed: At June 30, 2025, we were in compliance with our covenants, as defined by the Amended Loan Agreement.
+Added: At September 30, 2025, we were in compliance with our covenants, as defined by the Amended Loan Agreement.
Our financial covenants require that we meet certain parameters related to our leverage ratio.
−Removed: At June 30, 2025, our leverage ratio was 1.4 to 1.0, which meets the requirement of not being above 3 to 1.
+Added: At September 30, 2025, our leverage ratio was 1.73 to 1.0, which meets the requirement of not being above 3 to 1.
The provision for income taxes consists of the following:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
(in thousands)
4 unchanged sentences
The reconciliation of the Federal statutory income tax rate to the effective income tax rate is as follows:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
Federal statutory rate 21.0 % 21.0 % 21.0 % 21.0 %
7 unchanged sentences
Effective tax rate 19.9 % 18.4 % 16.4 % 19.3 %
−Removed: The Company recorded an excess tax benefit of $ 1.9 million and $ 2.2 million for the three months ended June 30, 2025 and 2024, respectively, and $ 9.0 million and $ 6.7 million for the six months ended June 30, 2025 and 2024, respectively.
−Removed: The excess tax benefit is related to the timing of stock option exercises as a result of our high stock price during the six months ended June 30, 2025 and 2024.
+Added: The Company recorded an excess tax benefit of $ 0.9 million and $ 5.1 million for the three months ended September 30, 2025 and 2024, respectively, and $ 9.9 million and $ 11.7 million for the nine months ended September 30, 2025 and 2024, respectively.
+Added: The excess tax benefit is related to the timing of stock option exercises and the vesting of restricted stock as well as performance stock units along with our high stock price during the nine months ended September 30, 2025 and 2024.
In accordance with the 2017 Tax Cuts & Jobs Act, under Internal Revenue Code Section 162(m), the tax deduction for covered executives of public companies is limited to $1.0 million per individual.
−Removed: Because of the increase in our stock price and timing of executive stock option exercises this resulted in an increase to the income tax provision of $0.8 million and $1.0 million for the three months ended June 30, 2025 and 2024, respectively, and $ 3.1 million and $ 1.5 million for the six months ended June 30, 2025 and 2024, respectively.
+Added: Because of the increase in our stock price and timing of executive stock option exercises this resulted in a nominal change to the income tax provision for the three months ended September 30, 2025 and $ 1.2 million for the three months ended September 30, 2024.
+Added: For the nine months ended September 30, 2025 and 2024, the tax provision increased $ 3.0 million and $ 2.6 million, respectively.
We also earn research and development tax credits as defined under Section 41 of the Internal Revenue Code.
1 unchanged sentence
Eligible expenses include but are not limited to supplies, materials, contractor expenses and internal employee wages.
−Removed: In accordance with the 2017 Tax Cuts & Jobs Act, under Internal Revenue Code Section 174, research and development expenses (“R&D”) incurred after December 31, 2021, are required to be capitalized and amortized over five years.
−Removed: The amortization requirements for tax purposes is a mid-year convention, resulting in tax amortization of 10% in the year of acquisition, 20% in the following four years, and 10% in the final year.
+Added: In accordance with the 2017 Tax Cuts & Jobs Act, under Internal Revenue Code Section 174, foreign research and development expenses (“R&D”), including software development, incurred after December 31, 2021, are required to be capitalized and amortized over fifteen years.
+Added: The amortization requirements for tax purposes is a mid-year convention, resulting in tax amortization of 3.33% in the year of acquisition, 6.67% in each of the following fourteen years, and 3.33% in the final year.
+Added: See the OBBBA section below for more information regarding the change for domestic R&D and software development costs.
The amount of income tax that we pay annually is dependent on various factors, including the timing of certain deductions.
8 unchanged sentences
Any interest or penalties would be recognized as a component of income tax expense.
−Removed: Subsequent effects on our financial statement related to the One Big Beautiful Bill Act effective July 4, 2025
−Removed: On July 4, 2025, the President signed the One Big Beautiful Bill Act (“OBBBA”), which includes significant changes to corporate tax provisions and deductions.
−Removed: As the enactment occurred after the June 30, 2025, reporting date, the Company has not adjusted its current or deferred tax balances as of June 30, 2025.
−Removed: The Company is currently evaluating the impact of the legislation and will reflect any required adjustments in the third quarter ended September 30, 2025.
−Removed: The OBBBA includes reinstatement of 100% bonus depreciation for qualifying property placed in service after January 19, 2025, which reverses the previously scheduled phase-down of the bonus depreciation deduction to 40% for 2025 under prior law.
−Removed: The Company expects the reinstatement to accelerate tax deductions for capital expenditures made in the second half of 2025.
−Removed: This is expected to increase the Company’s June 30, 2025, tax receivable and decrease our deferred tax assets by approximately $4.0 million.
−Removed: The OBBBA also repealed the mandatory capitalization and amortization of domestic R&D expenses under former IRC Section 174.
−Removed: As a result, the Company will deduct all 2025 qualifying domestic R&D expenses as incurred.
−Removed: Additionally, the Company will elect to accelerate the deduction of all remaining unamortized domestic R&D expenses originally capitalized in tax years 2022 through 2024 ratably over two years starting in tax year 2025.
−Removed: The net deductions benefit is expected to increase the Company’s June 30, 2025, income tax receivable and decrease our deferred tax assets by approximately $ 10.7 million.
+Added: Tax Law Changes
+Added: On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted, introducing significant amendments to the Internal Revenue Code.
+Added: In accordance with ASC 740, Income Taxes, the Company recognized the tax effects of the enacted legislation in the period that includes the enactment date.
+Added: Impact of Tax Law Changes
+Added: The Company measured the effects of the tax law change using the beginning-of-year approach, with no remeasurement of its deferred tax assets (“DTAs”) or deferred tax liabilities (“DTLs”) required because the tax law changes are effective as of January 1, 2025 and do not affect prior years.
+Added: The measurement resulted in an increase in DTLs (credit) of $ 30.9 million, a decrease in current income tax payable (debit) of $ 30.6 million, and an increase in provision expense (debit) of $ 0.4 million due to the bonus depreciation change effect on Texas Franchise tax and the reduced R&D Tax Credit allowed with the §174A change.
+Added: Significant provisions of OBBBA affecting the Company include:
+Added: • 100% Bonus Depreciation:
+Added: Effective for qualified property acquired after January 19, 2025, including manufacturing equipment, which reverses the previously scheduled phase-down of the bonus depreciation deduction to 40% for 2025 under prior law.
+Added: This provision increased DTLs by $ 11.9 million, decreased current payable by $ 11.8 million, and increased provision expense due to the accelerated tax deductions for capital expenditures made in 2025 and the small provision effect from the change in Texas Franchise Tax.
+Added: This adjustment also affected the state bonus depreciation (increased the DTA) and UNICAP (increased the DTL) calculations by $ 1.5 million and $ 0.6 million, respectively, with offsetting entries to current income tax payable.
+Added: • Permanent Expensing of Domestic R&E Costs (Section 174A):
+Added: Retroactive to January 1, 2025, resulting in decreased DTAs due to immediate tax deductibility of qualified domestic R&E costs as incurred.
+Added: This provision decreased DTAs by $ 0.8 million, decreased current payables by $ 0.5 million, and increased provision expense by $ 0.3 million due to the reduction in the R&D tax credit (the Company will revert to the reduced credit method for calculation of the tax credit under the new law).
+Added: • Accelerated Deduction of Unamortized Domestic R&E Cost Originally Capitalized in Tax Years 2022, 2023, and 2024 (Section 174A):
+Added: The Company has elected to deduct the unamortized amounts of Section 174 Costs as of December 31, 2024, fully in tax year 2025, which decreased DTAs and current payables by $ 19.3 million.
+Added: Net Operating Loss
+Added: Due to the favorable changes in tax law related to the OBBBA, as of September 30, 2025, the Company generated Federal and State net operating loss (NOL) carryforwards of approximately $48.6 million.
+Added: The Federal NOLs have an indefinite carryforward period but are limited to offsetting 80% of taxable income in any given year under current tax law.
+Added: The State NOLs have varying expiration dates.
+Added: The Company has recorded deferred tax assets of $10.2 million (Federal) and $2.3 million (State) related to these NOL carryforwards.
+Added: Management has evaluated the positive and negative evidence in assessing the need for a valuation allowance (historical operating results, cumulative losses in recent years, and projected future taxable income) and we believe it is more likely than not that we will recognize the DTA reversals in tax year 2026, if not in Q4 of 2025.
Share-Based Compensation
1 unchanged sentence
Under the LTIP, the exercise price of shares granted could not be less than 100 % of the fair market value at the date of the grant.
−Removed: On May 24, 2016, our stockholders adopted the 2016 Long-Term Incentive Plan (“2016 Plan”) which provides for approximately 13.4 million shares, comprised of 5.1 million new shares provided for under the 2016 Plan, approximately 0.6 million shares that were available for issuance under the previous LTIP that were then authorized for issuance under the 2016 Plan, approximately 3.9 million shares that were approved by the stockholders on May 15, 2018, and an additional 3.8 million shares that were approved by the stockholders on May 12, 2020.
+Added: On May 24, 2016, our stockholders adopted the 2016 Long-Term Incentive Plan (“2016 Plan”) which provides for
+Added: approximately 13.4 million shares, comprised of 5.1 million new shares provided for under the 2016 Plan, approximately 0.6 million shares that were available for issuance under the previous LTIP that were then authorized for issuance under the 2016 Plan, approximately 3.9 million shares that were approved by the stockholders on May 15, 2018, and an additional 3.8 million shares that were approved by the stockholders on May 12, 2020.
On May 21, 2024, our stockholders adopted the 2024 Long-Term Incentive Plan (“2024 Plan”) which provides for approximately 2.7 million new shares and approximately 3.7 million shares that were issued and outstanding under the 2016 Plan (as of May 21, 2024) that are now authorized for issuance under the 2024 Plan.
6 unchanged sentences
The Committee determines the persons to whom awards are to be made, determines the type, size and terms of awards, interprets the LTIP Plans, establishes and revises rules and regulations relating to the LTIP Plans and makes any other determinations that it believes necessary for the administration of the LTIP Plans.
−Removed: The following weighted average assumptions were used to determine the fair value of the stock options granted on the original grant date for expense recognition purposes for options granted during the six months ended June 30, 2025 and 2024, using a Black Scholes-Merton Model:
−Removed: Six months ended
−Removed: 2025 June 30,
+Added: The following weighted average assumptions were used to determine the fair value of the stock options granted on the original grant date for expense recognition purposes for options granted during the nine months ended September 30, 2025 and 2024, using a Black Scholes-Merton Model:
+Added: Nine months ended
+Added: September 30,
+Added: 2025 September 30,
Senior Leadership 1 :
12 unchanged sentences
Volatility is based on historical volatility of our stock over time periods equal to the expected life at grant date.
−Removed: The following is a summary of stock options vested and exercisable as of June 30, 2025:
+Added: The following is a summary of stock options vested and exercisable as of September 30, 2025:
Prices Number
15 unchanged sentences
( 54,499 ) 74.13
−Removed: Outstanding at June 30, 2025
+Added: Outstanding at September 30, 2025
2,957,422 $ 46.49
−Removed: Exercisable at June 30, 2025
+Added: Exercisable at September 30, 2025
2,163,171 $ 35.15
−Removed: The total pre-tax compensation cost related to unvested stock options not yet recognized as of June 30, 2025, is $ 15.8 million and is expected to be recognized over a weighted average period of approximately 2.3 years.
−Removed: The total intrinsic value of options exercised during the six months ended June 30, 2025 and 2024, was $ 22.3 million and $ 23.8 million, respectively.
−Removed: The cash received from options exercised during the six months ended June 30, 2025 and 2024, was $ 10.0 million and $ 15.8 million, respectively.
+Added: The total pre-tax compensation cost related to unvested stock options not yet recognized as of September 30, 2025, is $ 13.8 million and is expected to be recognized over a weighted average period of approximately 2.1 years.
+Added: The total intrinsic value of options exercised during the nine months ended September 30, 2025 and 2024, was $ 26.2 million and $ 45.7 million, respectively.
+Added: The cash received from options exercised during the nine months ended September 30, 2025 and 2024, was $ 13.3 million and $ 25.6 million, respectively.
The impact of these cash receipts is included in financing activities in the accompanying consolidated statements of cash flows.
2 unchanged sentences
common stock on the respective grant dates, reduced for the present value of dividends.
−Removed: At June 30, 2025, unrecognized compensation cost related to unvested restricted stock awards was approximately $ 9.1 million, which is expected to be recognized over a weighted average period of approximately 2.1 years.
+Added: At September 30, 2025, unrecognized compensation cost related to unvested restricted stock awards was approximately $ 7.6 million, which is expected to be recognized over a weighted average period of approximately 1.9 years.
A summary of the unvested restricted stock awards is as follows:
4 unchanged sentences
( 6,896 ) 75.85
−Removed: Unvested at June 30, 2025
+Added: Unvested at September 30, 2025
143,154 $ 79.66
4 unchanged sentences
At the end of the measurement period, each award will be converted into common stock at 0 % to 200 % of the PSUs held, depending on overall TSR as compared to the benchmark companies.
−Removed: The total pre-tax compensation cost related to unvested PSUs not yet recognized as of June 30, 2025, is $ 5.9 million and is expected to be recognized over a weighted average period of approximately 1.7 years.
−Removed: The following weighted average assumptions were used to determine the fair value of the PSUs granted on the original grant date for expense recognition purposes for PSUs granted during the six months ended June 30, 2025 and 2024, using a Monte Carlo Model:
−Removed: Six months ended
−Removed: 2025 June 30,
+Added: The total pre-tax compensation cost related to unvested PSUs not yet recognized as of September 30, 2025, is $ 4.6 million and is expected to be recognized over a weighted average period of approximately 1.6 years.
+Added: The following weighted average assumptions were used to determine the fair value of the PSUs granted on the original grant date for expense recognition purposes for PSUs granted during the nine months ended September 30, 2025 and 2024, using a Monte Carlo Model:
+Added: Nine months ended
+Added: September 30,
+Added: 2025 September 30,
Expected (annual) dividend rate $ 0.40 $ 0.32
13 unchanged sentences
( 4,098 ) 89.84
−Removed: Unvested at June 30, 2025 2
+Added: Unvested at September 30, 2025 2
143,302 $ 88.44
11 unchanged sentences
A summary of share-based compensation is as follows:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
Grant date fair value of awards during the period:
34 unchanged sentences
Administrative expenses are paid for by Plan participants.
−Removed: The Company paid no administrative expenses during the six months ended June 30, 2025 and 2024.
+Added: The Company paid no administrative expenses during the nine months ended September 30, 2025 and 2024.
The Company matches 175.0 % up to 6.0 % of employee contributions of eligible compensation.
Additionally, Plan participant forfeitures are used to reduce the cost of the Company contributions.
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
(in thousands)
3 unchanged sentences
Eligible employees are regular full-time non-exempt employees of the Company who are actively employed and working on the first and last day of the calendar quarter.
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
(in thousands)
6 unchanged sentences
In addition, the Company matches 175.0 % of a participating employee's allowed contributions to a qualified health saving account to assist employees with health insurance plan deductibles.
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
(in thousands)
5 unchanged sentences
Dilutive common shares consist primarily of stock options and restricted stock awards.
−Removed: The following table sets forth the computation of basic and diluted earnings per share for the six months ended June 30, 2025 and 2024:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: The following table sets forth the computation of basic and diluted earnings per share for the nine months ended September 30, 2025 and 2024:
+Added: Three Months Ended Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
(in thousands, except share and per share data)
31 unchanged sentences
The Company is authorized to effectuate repurchases of the Company’s common stock on terms and conditions approved in advance by the Board.
−Removed: As of June 30, 2025, approximately $ 70.0 million remains under the current board authorization.
−Removed: 4 As of June 30, 2025, approximately $ 30.0 million of shares have been repurchased in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended.
+Added: As of September 30, 2025, approximately $ 30.0 million of shares have been repurchased, and approximately $ 70.0 million remains under the current board authorization.
The Company also repurchases shares of AAON, Inc.
1 unchanged sentence
Our repurchase activity is as follows:
−Removed: Six Months Ended
−Removed: June 30, 2025 June 30, 2024
+Added: Nine Months Ended
+Added: September 30, 2025 September 30, 2024
(in thousands, except share and per share data)
17 unchanged sentences
May 13, 2025 June 6, 2025 June 27, 2025 $ 0.10 $ 0.40
+Added: August 14, 2025 September 5, 2025 September 26, 2025 $ 0.10 $ 0.40
Contingent Shares Issued in BASX Acquisition
12 unchanged sentences
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 25 years, bearing an interest rate of 1.0 %.
−Removed: 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.
+Added: 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
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.
16 unchanged sentences
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 2023 Project.
−Removed: In connection with the 2024 NMTC transaction, the Company received a $ 15.5 million
−Removed: NMTC allocation for the 2023 Project and secured low interest financing and the potential for future debt forgiveness related to the expansion of its Longview, Texas facilities.
+Added: In connection with the 2024 NMTC transaction, the Company received a $ 15.5 million NMTC allocation for the 2023 Project and secured low interest financing and the potential for future debt forgiveness related to the expansion of its Longview, Texas facilities.
Upon closing of 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 25 years, bearing an interest rate of 1.0 %.
9 unchanged sentences
The Company is required to be in compliance with various regulations and contractual provisions that apply to the 2019 NMTC arrangements, 2023 NMTC arrangements, and 2024 NMTC arrangements, respectively.
−Removed: Noncompliance with applicable requirements could result in the 2019 and/or 2023 and/or 2024 Investors’ projected tax benefits not being realized and, therefore, require the Company to indemnify the 2019 Investor, 2023 Investor, and 2024 Investor for any loss or recapture of the 2019 NMTC, 2023 NMTC, and 2024 NMTC, respectively, related to the financing until such time as the recapture provisions have expired under the applicable statute of limitations.
+Added: Noncompliance with applicable requirements could result in the 2019 and/or 2023 and/or 2024 Investors’ projected tax benefits not being realized and, therefore, require the Company to indemnify the 2019 Investor, 2023 Investor, and 2024 Investor for any loss or recapture of the 2019 NMTC, 2023 NMTC, and 2024 NMTC, respectively, related to the financing until such time as the recapture provisions have expired under the applicable
+Added: statute of limitations.
The Company does not anticipate any credit recapture will be required in connection with any of these financing arrangements.
10 unchanged sentences
These contracts are not accounted for as derivative instruments because they meet the normal purchase and normal sales exemption.
−Removed: We had no material contractual purchase obligations as of June 30, 2025, except as noted below.
+Added: We had no material contractual purchase obligations as of September 30, 2025, except as noted below.
In 2023, the Company executed a five-year purchase commitment for refrigerants.
−Removed: Payments made in satisfaction of the purchase commitment were approximately $ 1.5 million and $ 2.1 million the three and six months ended June 30, 2025, respectively, as compared to $ 3.0 million and $ 6.6 million for the three and six months ended June 30, 2024, respectively.
+Added: Payments made in satisfaction of the purchase commitment were approximately $ 1.6 million and $ 3.8 million the three and nine months ended September 30, 2025, respectively, as compared to $ 3.1 million and $ 9.7 million for the three and nine months ended September 30, 2024, respectively.
Estimated minimum future payments are $ 5.3 million, $ 10.5 million, and $ 11.2 million for 2025, 2026, and 2027, respectively.
1 unchanged sentence
The following is a summary of transactions and balances with related parties:
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
(in thousands)
1 unchanged sentence
Payments to affiliates 205 368 1,418 1,488
+Added: September 30,
2025 December 31,
8 unchanged sentences
The consulting agreement expired in May 2024.
−Removed: • The Company periodically rents space partially owned a member of the board for various Company meetings.
+Added: • The Company periodically rents space partially owned by a member of the board for various Company meetings.
• The Company leases flight time of an aircraft partially owned by our President and CEO and another member of our senior leadership .
17 unchanged sentences
The cost of sales and gross profit amounts shown below are presented after elimination entries.
−Removed: Three Months Ended Six Months Ended
−Removed: 2025 June 30,
−Removed: 2024 June 30,
−Removed: 2025 June 30,
+Added: Three Months Ended Nine Months Ended
+Added: September 30,
+Added: 2025 September 30,
+Added: 2024 September 30,
+Added: 2025 September 30,
(in thousands) (in thousands)
30 unchanged sentences
The following table presents long-lived assets by reportable segment, which includes property and equipment, net and operating lease assets:
+Added: September 30,
2025 December 31,
11 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.