Item 5. Other Information
Item 5. Other Information.
Rule 10b5-1 Trading Arrangements
The following table describes contracts, instructions or written plans for the purchase or sale of our securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).
Name and Title
of Director or Officer Date of Adoption
of Arrangement Duration
of the Arrangement Aggregate Number of Securities
to be Purchased or Sold
Pursuant to the Arrangement
Stephen E. Wakefield March 14, 2024 Terminated July 12, 2024
29,946
Executive Vice President
Rebecca A. Thompson December 13, 2024 December 31, 2025 91,500
Chief Financial Officer
Item 6. Exhibits.
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Exhibit # Description
( 3.1 )
Amended and Restated Articles of Incorporation (i)
( 3.2 )
Amended and Restated Bylaws of AAON, Inc. effective March 9, 2023 (ii)
(4.1)
Amended and Restated Loan Agreement (dated November 24, 2021) and related documents (iii)
(4.2)
First Amendment to the Amended and Restated Loan Agreement (dated May 27, 2022) and related documents (iv)
(4.3)
Third Amendment to the Amended and Restated Loan Agreement (dated December 16, 2024) and related documents (v)
(4.4)
Fifth Amendment to the Amended and Restated Loan Agreement (dated May 29, 2025) and related documents (vi)
(4.16)
Description of Securities (vii)
(10.1) AAON, Inc. 2016 Long-Term Incentive Plan (viii)
(10.2) AAON, Inc. 2024 Long-Term Incentive Plan (ix)
(31.1)
Certification by Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(31.2)
Certification by Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32.1)
Certification by Chief Executive Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(32.2)
Certification by Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(99.1)
Membership Interest Purchase Agreement - Acquisition of BASX, LLC (dated November 18, 2021) (x)
(101) Interactive data files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language): (i) our Consolidated Balance Sheets as of September 30, 2025, and December 31, 2024; (ii) our Consolidated Statements of Income for the nine months ended September 30, 2025 and 2024; (iii) our Consolidated Statements of Stockholders’ Equity for the nine months ended September 30, 2025 and 2024; (iv) our Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024; and (vi) the notes to our Consolidated Financial Statements.
(104) Cover Page Interactive Data File pursuant to Rule 406 of Regulation S-T formatted in iXBRL (Inline Extensible Business Reporting Language) and contained in Exhibit 101.
(i) Incorporated herein by reference to the exhibit to our Form 10-Q dated June 30, 2024.
(ii) Incorporated herein by reference to the exhibit to our Form 8-K dated March 9, 2023.
(iii) Incorporated herein by reference to exhibit to our Form 8-K dated November 24, 2021.
(iv) Incorporated herein by reference to the exhibits to our Form 8-K dated May 27, 2022.
(v) Incorporated herein by reference to the exhibits to our Form 8-K dated December 16, 2024.
(vi) Incorporated herein by reference to the exhibits to our Form 8-K dated May 29, 2025.
(vii) Incorporated herein by reference to exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
(viii) Incorporated herein by reference to our Form S-8 Registration Statement No. 333-212863 dated August 2, 2016, our Form S-8 Registration Statement No. 333-226512 dated August 2, 2018, and our Form S-8 Registration Statement No. 333-241538 dated August 6, 2020.
(ix) Incorporated herein by reference to our Form S-8 Registration Statement No. 333-279594 dated May 21, 2024 and our Form S-8 POS Registration Statement No. 333-241538 dated June 25, 2024.
(x) Incorporated herein by reference to exhibits to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
AAON, INC.
Dated: November 06, 2025 By: /s/ Matthew J. Tobolski
Matthew J. Tobolski
Chief Executive Officer
Dated: November 06, 2025 By: /s/ Rebecca A. Thompson
Rebecca A. Thompson
Chief Financial Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.