Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
−Removed: Market Information - Our common stock is quoted on the NASDAQ Global Select Market under the symbol “AAON.” As of the close of business on February 24, 2025, there were 1,271 holders of record of our common stock.
−Removed: Dividends - At the discretion of the Board of Directors, we pay cash dividends.
+Added: Market Information
+Added: Our common stock is quoted on the NASDAQ Global Select Market under the symbol “AAON.” As of the close of business on February 26, 2026, there were 1,748 holders of record of our common stock.
+Added: At the discretion of the Board of Directors, we pay cash dividends.
Board approval is required to determine the date of declaration and amount for each cash dividend payment.
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Dividend Annualized Dividend
−Removed: Declaration Date 1
−Removed: Record Date Payment Date per Share per Share
−Removed: May 18, 2022 June 3, 2022 July 1, 2022 $0.13 $0.26
+Added: Declaration Date Record Date Payment Date per Share per Share
+Added: March 1, 2023 March 13, 2023 March 31, 2023 $0.08 $0.32
+Added: May 18, 2023 June 9, 2023 June 30, 2023 $0.08 $0.32
+Added: August 18, 2023 September 8, 2023 September 29, 2023 $0.08 $0.32
November 10, 2023 November 29, 2023 December 18, 2023 $0.08 $0.32
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November 10, 2025 November 26, 2025 December 18, 2025 $0.10 $0.40
−Removed: 1 Effective with the cash dividend declared on March 1, 2023 (paid on March 31, 2023), the Company moved from semi-annual cash dividends to quarterly cash dividends.
−Removed: Stock Split - On July 7, 2023, the Board of Directors declared a three-for-two stock split of the Company’s common stock to be paid in the form of a stock dividend.
−Removed: 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).
−Removed: All share and per share information has been updated to reflect the effect of this stock split.
−Removed: Share-Based Compensation Plans - The following is a summary of our share-based compensation plans as of December 31, 2024:
+Added: Share-Based Compensation Plans
+Added: The following is a summary of our share-based compensation plans as of December 31, 2025:
EQUITY COMPENSATION PLAN INFORMATION
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The 2024 Long-Term Incentive Plan 454,690 $ 83.98 2,264,667
−Removed: Issuer Purchases of Equity Securities - Repurchases during the fourth quarter of 2024, which include repurchases from our employee repurchase program, were as follows:
+Added: Stock Repurchases
+Added: The Company may repurchase AAON, Inc.
+Added: stock on the open market from time to time.
+Added: For the year ended December 31, 2025, we have repurchased a total of approximately 469.3 thousand shares (at current market prices) under the current $100 million open market stock buyback program, approved by the Board of Directors on February 27, 2025, for an aggregate price of $30.0 million, or an average price of $80.81 per share.
+Added: The Board must authorize the timing and amount of these purchases and all repurchases are in accordance with the rules and regulations of the SEC allowing the Company to repurchase shares from the open market.
+Added: The Company also repurchases shares of AAON, Inc.
+Added: stock from employees for payment of statutory tax withholdings on stock transactions and/or stock repurchased to cover the strike price of stock options.
+Added: For the year ended December 31, 2025, we repurchased approximately 98.1 thousand shares (at current market prices) for an aggregate price of $9.7 million, or an average price of $99.15 per share.
+Added: Repurchases during the fourth quarter of 2025 were as follows:
ISSUER PURCHASES OF EQUITY SECURITIES
+Added: Purchased (b)
+Added: Average Price
+Added: (or Unit) (c)
of Shares (or
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Publicly Announced
+Added: Plans or Programs (d)
Maximum Number (or
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Purchased under the
−Removed: Period Purchased) or Unit) Plans or Programs Plans or Programs
+Added: Plans or Programs
October 2025 995 $ 99.50 995 —
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Total 4,958 $ 86.73 4,958 —
−Removed: Contingent Shares Issued in BASX Acquisition - On December 10, 2021, we closed on the acquisition of BASX.
−Removed: Under the MIPA Agreement, we committed to $78.0 million in the aggregate of contingent consideration to the former owners of BASX, which was payable in approximately 1.56 million shares of AAON stock, par value $0.004 per share.
−Removed: The shares did not accrue dividends.
+Added: Contingent Shares Issued in BASX Acquisition
+Added: In December 2021, we closed on the acquisition of BASX.
+Added: Under the MIPA Agreement, we committed to $78.0 million in the aggregate of contingent consideration to the former owners of BASX, which is payable in approximately 1.6 million shares of the Company's common stock, par value $0.004 per share.
+Added: The shares do not accrue dividends.
Under the MIPA Agreement, the issuance of shares to the former owners of BASX was contingent upon BASX meeting certain post-closing earn-out milestones during each of the years ended 2021, 2022, and 2023.
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As a result of the shares issued in March 2024, the tax basis exceeded the book basis for consideration paid resulting in a deferred tax asset and an increase to additional paid-in capital of $6.4 million, respectively, on our consolidated balance sheet.
−Removed: The deferred tax asset is expected to be amortized over fifteen years.
−Removed: We previously issued 0.6 million shares and 0.7 million related to the earn-out milestones for the years ended 2022 and 2021, respectively.
+Added: The deferred tax asset is expected to be amortized over 15 years.
+Added: We previously issued 0.6 million shares in March 2023, related to the earn-out milestone for the year ended 2022.
All shares have been issued as private placements exempt from registration with the SEC under Rule 506(b) and are included in common stock on the consolidated statements of stockholders' equity.
−Removed: Authorized Shares Outstanding
−Removed: An amendment to the Company’s Articles of Incorporation to increase its total authorized common shares from 100,000,000 to 200,000,000 was approved by our stockholders on May 21, 2024, at the Company’s Annual Meeting.
−Removed: On July 9, 2024, a Certificate of Amendment was filed with the Nevada Secretary of State to effectuate the increase in authorized shares.
−Removed: 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).
+Added: Rule 10b5-1 Trading Arrangements
+Added: 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
−Removed: Wakefield November 23, 2022 Terminated May 17, 2023 95,788
−Removed: Executive Vice President
−Removed: Wakefield September 13, 2023 Terminated December 27, 2023 181,000
−Removed: Executive Vice President
−Removed: Thompson December 13, 2024 December 31, 2025 91,500
−Removed: Chief Financial Officer
−Removed: Insider Trading Arrangements and Policies - We have adopted an Insider Trading Policy, applicable to our directors, officers, employees and certain other persons, as well as the Company itself, that governs transactions in securities issued by the Company and we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NASDAQ listing standards.
+Added: Thompson December 13, 2024 Terminated December 31, 2025 91,500
+Added: Chief Financial Officer & Treasurer December 16, 2025 March 16, 2027 41,565
+Added: Insider Trading Arrangements and Policies
+Added: We have adopted an Insider Trading Policy, applicable to our directors, officers, employees and certain other persons, as well as the Company itself, that governs transactions in securities issued by the Company and we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable NASDAQ listing standards.
The foregoing summary of our Insider Trading Policy is not complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached hereto as Exhibit 19.
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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.