What changed in this filing

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Item 1. Financial Statements

2026-08-10 compared with 2026-05-07 · 153 added, 89 removed, 812 unchanged (23% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Assets (in thousands, except share and per share data)

27 unchanged sentences

Preferred stock, $ .001 par value, 5,000,000 shares authorized, no shares issued

Common stock, $ .004 par value, 200,000,000 shares authorized, 81,851,483 and 81,691,075 issued and outstanding at March 31, 2026 and December 31, 2025, respectively

Common stock, $ .004 par value, 200,000,000 shares authorized, 82,448,037 and 81,691,075 issued and outstanding at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 99,689 64,358

6 unchanged sentences

Consolidated Statements of Income

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands, except per share data)

6 unchanged sentences

Interest expense ( 6,195 ) ( 4,009 ) ( 11,250 ) ( 6,811 )

Other income, net 77 174

Other income (expense), net 158 ( 68 ) 235 106

Income before taxes 62,847 19,505 $ 114,928 $ 51,988

12 unchanged sentences

Consolidated Statements of Stockholders Equity

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

Shares Amount Paid-in Capital Retained Earnings Total

6 unchanged sentences

Dividends — — — ( 16,377 ) ( 16,377 )

Balances at March 31, 2026 81,851 $ 327 $ 71,913 $ 861,969 $ 934,209

Three Months Ended March 31, 2025

Balances at June 30, 2026 82,448 $ 330 $ 99,689 $ 910,397 $ 1,010,416

Six Months Ended June 30, 2025

Shares Amount Paid-in Capital Retained Earnings Total

6 unchanged sentences

Dividends — — — ( 16,276 ) ( 16,276 )

Balances at June 30, 2025 81,509 326 48,607 783,813 832,746

Three Months Ended June 30, 2026

Shares Amount Paid-in Capital Retained Earnings Total

(in thousands)

Balances at March 31, 2026 81,851 $ 327 $ 71,913 $ 861,969 $ 934,209

Net income — — — 56,659 56,659

Stock options exercised and restricted stock awards granted 606 3 26,035 — 26,038

Share-based compensation — — 3,006 — 3,006

Stock repurchased and retired ( 9 ) — ( 1,265 ) — ( 1,265 )

Dividends — — — ( 8,231 ) ( 8,231 )

Balances at June 30, 2026 82,448 $ 330 $ 99,689 $ 910,397 $ 1,010,416

Three Months Ended June 30, 2025

Shares Amount Paid-in Capital Retained Earnings Total

(in thousands)

Balances at March 31, 2025 81,348 $ 325 $ 39,020 $ 776,507 $ 815,852

Net income — — — 15,487 15,487

Stock options exercised and restricted stock awards granted 170 1 5,668 — 5,669

Share-based compensation — — 4,774 — 4,774

Stock repurchased and retired ( 9 ) — ( 855 ) — ( 855 )

Dividends — — — ( 8,181 ) ( 8,181 )

Balances at June 30, 2025 81,509 $ 326 $ 48,607 $ 783,813 $ 832,746

and Subsidiaries

Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

Operating Activities (in thousands)

5 unchanged sentences

(Recoveries of) Provision for losses on accounts receivable, net of adjustments ( 62 ) 270

Provision for losses on contract assets, net of adjustments — 200

Provision for excess and obsolete inventories, net of write-offs 1,225 288

23 unchanged sentences

Payments of debt ( 560,805 ) ( 252,982 )

Proceeds from financing obligation, net of issuance costs 12,908 —

Payment related to financing costs ( 399 ) ( 1,395 )

4 unchanged sentences

Net cash provided by financing activities 57,444 115,339

Net decrease in cash, cash equivalents, and restricted cash ( 139 ) ( 4,131 )

Net increase (decrease) in cash, cash equivalents, and restricted cash 11,488 ( 5,193 )

Cash, cash equivalents, and restricted cash, beginning of period 1,239 6,514

3 unchanged sentences

Notes to Consolidated Financial Statements

March 31, 2026

June 30, 2026

Basis of Presentation

57 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.

Goodwill at March 31, 2026, is expected to be tax deductible in future periods.

Goodwill at June 30, 2026, 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

Three Months Ended March 31, 2026

Three Months Ended June 30, 2026

AAON Oklahoma AAON Coil Products BASX Total

3 unchanged sentences

Total $ 262,276 $ 146,680 $ 218,020 $ 626,976

Three Months Ended March 31, 2025

Three Months Ended June 30, 2025

AAON Oklahoma AAON Coil Products BASX Total

3 unchanged sentences

Total $ 185,120 $ 58,465 $ 67,982 $ 311,567

Aftermarket part sales (included in the AAON Product sales above) were $ 17.0 million and $ 15.2 million for the three months ended March 31, 2026 and 2025, respectively.

Six Months Ended June 30, 2026

AAON Oklahoma AAON Coil Products BASX Total

(in thousands)

AAON-branded Products $ 506,136 $ 44,421 $ — $ 550,557

BASX-branded Products 107 219,870 353,378 573,355

Total $ 506,243 $ 264,291 $ 353,378 $ 1,123,912

Six Months Ended June 30, 2025

AAON Oklahoma AAON Coil Products BASX Total

(in thousands)

AAON-branded Products $ 346,958 $ 45,060 $ — $ 392,018

BASX-branded Products — 107,428 134,175 241,603

Total $ 346,958 $ 152,488 $ 134,175 $ 633,621

Aftermarket part sales (included in the AAON Product sales above) were $ 23.8 million and $ 40.8 million for the three and six months ended June 30, 2026, as compared to $ 20.7 million and $ 35.9 million for the three and six months ended June 30, 2025.

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.

The amount of payments to our Representatives were $ 17.2 million and $ 12.7 million for the three months ended March 31, 2026 and 2025, respectively.

The amount of payments to our Representatives were $ 18.1 million and $ 35.3 million for three and six months ended June 30, 2026, as compared to $ 12.0 million and $ 24.7 million for the three and six months ended June 30, 2025, respectively.

Contract Assets and Liabilities

Opening and closing balances of contract assets and contract liabilities are as follows:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in thousands)

5 unchanged sentences

Costs and estimated earnings on uncompleted contracts and related billings are as follows:

2026 March 31,

2026 June 30,

(in thousands)

6 unchanged sentences

Total, net $ 246,121 $ 199,432

Revenue recognized in the reporting period that was included in the contract liability balance at the beginning of the period for the three months ended March 31, 2026 and 2025 was $ 36.2 million and $ 1.6 million.

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, 2026 and 2025 was $ 76.1 million and $ 5.9 million.

Typically, we expect to satisfy performance obligations relating to contracts within one year or less, however, timing of performance obligations can vary from timing of payment, production scheduling and timing of customer installation requirements.

1 unchanged sentence

The Company has lease arrangements for certain administrative, manufacturing and warehousing facilities and equipment.

Lease expiration dates, including expected renewal options, range from January 2029 to April 2033, with the weighted average remaining term being 6.0 years.

The discount rates used to calculate the present value of lease payments range from 1.3 % to 6.6 % as of March 31, 2026.

Lease expiration dates, including expected renewal options, range from May 2027 to November 2033, with the weighted average remaining term being 5.5 years.

The discount rates used to calculate the present value of lease payments range from 1.3 % to 6.6 % as of June 30, 2026.

All leases are classified as operating leases.

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in thousands)

10 unchanged sentences

In January 2024, we amended the lease for an additional 157,550 square feet for operations and parts distribution.

The amended lease term will expire April 2033.

The amended lease term will expire January 2029.

In July 2023, the Company entered into a lease agreement with a start date of September 2023 for land and approximately 72,000 square feet of facilities in Redmond, Oregon to support our manufacturing operations.

5 unchanged sentences

The lease term will expire October 2030.

Total future lease payments as of March 31, 2026, are as follows:

Subsequent to June 30, 2026, the Company entered into an operating lease agreement for office space in Tulsa, OK with a total lease term of 6 years.

Initial undiscounted lease payments over the term under the agreement total approximately $ 3.7 million.

The lease commenced July 2026, at which the Company recorded a right-of-use asset and corresponding lease liability on the Consolidated Balance Sheet.

Total future lease payments as of June 30, 2026, are as follows:

(in thousands)

6 unchanged sentences

Accounts receivable and the related allowance for credit losses are as follows:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in thousands)

2 unchanged sentences

Total, net $ 360,763 $ 314,387

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Allowance for credit losses:

16 unchanged sentences

Total, net $ 331,328 $ 261,151

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Allowance for excess and obsolete inventories:

17 unchanged sentences

Depreciation expense is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

14 unchanged sentences

Amortization expense is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

Amortization expense $ 1,660 $ 1,669 $ 3,202 $ 3,744

The weighted-average amortization period for definite-lived intangible assets are as follows as of March 31, 2026:

The weighted-average amortization period for definite-lived intangible assets are as follows as of June 30, 2026:

Intellectual property 17.6

16 unchanged sentences

Supplemental Cash Flow Information

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Supplemental disclosures:

8 unchanged sentences

Non-cash capital expenditures $ ( 1,924 ) $ ( 10,285 ) $ ( 2,597 ) $ 600

Income taxes paid (net of refund) during the three months ended March 31, 2026 and 2025, disaggregated by jurisdiction:

Three Months Ended March 31,

Income taxes paid (net of refund) during the three months ended June 30, 2026 and 2025, disaggregated by jurisdiction:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

Federal $ — $ 10,000 $ ( 104 ) $ 10,000

California 462 136 462 136

Illinois — 160 160

Indiana — 673 673

Maryland 119 — 119

Minnesota 98 — 148

New Jersey 139 — 139

New York — 56 326

Pennsylvania 486 424 568 515

Texas — 201 201

Virginia 402 271 402 293

6 unchanged sentences

Changes in the warranty accrual are as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Warranty accrual:

5 unchanged sentences

Warranty expense by reportable segment (Note 21) is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

1 unchanged sentence

AAON Coil Products 3,327 461 4,541 860

BASX 1,593 428 1,820 1,073

Total $ 10,987 $ 3,599 $ 16,900 $ 6,810

7 unchanged sentences

Profit sharing 6,923 3,581

Workers' compensation 296 279

Medical self-insurance 5,224 4,844

Customer prepayments 1,369 6,856

Donations — 57

Employee vacation time 17,319 15,408

9 unchanged sentences

Extended warranties 14,830 7,770

Donations and other — —

Total $ 28,529 $ 23,299

17 unchanged sentences

The applicable fee percentage is determined quarterly based on the Company’s leverage ratio.

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 months ended March 31, 2026 and 2025, respectively.

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 six months ended June 30, 2026 and 2025, respectively.

Weighted average interest rate of our borrowings outstanding is as follows:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Revolver 5.2 % 5.6 % 5.3 % 5.6 %

3 unchanged sentences

Debt Covenants

At March 31, 2026, we were in compliance with our financial covenants as defined by the Amended Loan Agreement.

At June 30, 2026, we were in compliance with our financial covenants as defined by the Amended Loan Agreement.

These covenants included a financial covenant that we meet certain parameters related to our leverage ratio.

At March 31, 2026, our leverage ratio was 1.71 to 1.0, which meets the requirement of not being above 3 to 1.

At June 30, 2026, our leverage ratio was 1.46 to 1.0, which meets the requirement of not being above 3 to 1.

Income Tax Provision (Benefit)

The provision for income taxes consists of the following:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

6 unchanged sentences

Rate Reconciliation

The following table reconciles the U.S federal statutory income tax rate to the Company’s effective income tax rate for the three months ended March 31, 2026 and 2025:

Three Months Ended March 31,

Amount % Amount %

(in thousands) (in thousands)

The following table reconciles the U.S federal statutory income tax rate to the Company’s effective income tax rate for the three months ended June 30, 2026 and 2025:

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

Amount % Amount % Amount % Amount %

(in thousands)

Federal statutory rate $ 13,173 21.0 % $ 4,096 21.0 % $ 24,135 21.0 % $ 10,917 21.0 %

2 unchanged sentences

Changes in tax laws in current period 119 0.2 — — 207 0.2 — —

Excess tax benefits related to

share-based compensation (Note 15) ( 803 ) ( 1.5 ) % ( 7,164 ) ( 22.1 ) %

Work opportunity tax credit — — ( 53 ) ( 0.2 ) %

Excess tax benefits related to share-based compensation (Note 14) ( 11,591 ) ( 18.4 ) ( 1,856 ) ( 9.5 ) ( 12,394 ) ( 10.8 ) ( 9,020 ) ( 17.3 )

Return to provision ( 1,568 ) ( 2.5 ) 429 2.2 ( 1,568 ) ( 1.4 ) 429 0.8

Changes in valuation allowance 1,945 3.1 — — 1,945 1.7 — —

Non-deductible executive compensation 4,584 7.3 756 3.9 5,375 4.7 3,069 5.9

5 unchanged sentences

No state jurisdictions individually meet the 5% disaggregation threshold.

State taxes in Oregon, Oklahoma, Virginia, and Pennsylvania for the three months ended March 31, 2026, and state taxes in Oregon, Indiana, and Pennsylvania for the three months ended March 31, 2025, contributed to the majority (greater than 50%) of the tax effect in the state and local income tax category.

State taxes in Oregon, Oklahoma, Virginia, and Pennsylvania for the three and six months ended June 30, 2026, and state taxes in Oregon, Indiana, Pennsylvania, and Virginia for the three and six months ended June 30, 2025, contributed to the majority (greater than 50%) of the tax effect in the state and local income tax category.

The Company’s estimated annual 2026 effective tax rate, excluding discrete events, is approximately 25.0 %.

6 unchanged sentences

Any interest or penalties would be recognized as a component of income tax expense.

Realization of deferred tax assets, including the associated credit carryforwards, is dependent upon generating sufficient taxable income in the appropriate tax jurisdiction.

We believe that it is more likely than not that we may not realize the benefit of our Tennessee investment tax credit carryforward and, accordingly, have established a valuation allowance against this deferred tax asset.

Tax Law Changes

16 unchanged sentences

Effective January 1, 2026, the OBBBA enacted a 1% charitable contribution floor.

The Company has included this permanent difference in the Q1 tax provision calculation, and the change increased the Company’s effective tax rate by 0.1% for the three months ended March 31, 2026.

The Company has included this permanent difference in the Q1 tax provision calculation, and the change increased the Company’s effective tax rate by 0.1% for the three months ended June 30, 2026.

Net Operating Loss

3 unchanged sentences

The Company recorded deferred tax assets of $ 12.0 million (Federal) and $ 1.1 million (State) related to these NOL carryforwards as of December 31, 2025.

As of March 31, 2026, the deferred tax asset balances are $ 3.6 million (Federal) and $ 0.5 million (State), considering usage of the NOL’s in the first quarter of 2026.

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 deferred tax assets in tax year 2026.

As of June 30, 2026, the federal deferred tax asset balance has been fully

utilized and the remaining state deferred tax asset is negligible considering usage of the NOL’s in the first and second quarter of 2026.

Accordingly, no valuation allowance has been recorded as of June 30, 2026.

Share-Based Compensation

10 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 is necessary for the administration of the LTIP Plans.

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 three months ended March 31, 2026 and 2025 using a Black Scholes-Merton Model:

Three Months Ended March 31,

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, 2026 and 2025 using a Black Scholes-Merton Model:

Six Months Ended June 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.

The following is a summary of stock options vested and exercisable as of March 31, 2026:

The following is a summary of stock options vested and exercisable as of June 30, 2026:

Prices Number

14 unchanged sentences

( 48,802 ) 83.12

Outstanding at March 31, 2026 3,489,703 $ 56.43

Exercisable at March 31, 2026 2,308,239 $ 40.22

The total pre-tax compensation cost related to unvested stock options not yet recognized as of March 31, 2026, is $ 31.3 million and is expected to be recognized over a weighted average period of 2.6 years.

The total intrinsic value of options exercised during the three months ended March 31, 2026 and 2025, was $ 3.5 million and $ 13.1 million, respectively.

The cash received from options exercised during the three months ended March 31, 2026 and 2025, was $ 3.1 million and $ 4.4 million, respectively.

Outstanding at June 30, 2026 2,712,129 $ 56.49

Exercisable at June 30, 2026 1,755,098 $ 39.31

The total pre-tax compensation cost related to unvested stock options not yet recognized as of June 30, 2026, is $ 23.4 million and is expected to be recognized over a weighted average period of 2.3 years.

The total intrinsic value of options exercised during the six months ended June 30, 2026 and 2025, was $ 54.9 million and $ 22.3 million, respectively.

The cash received from options exercised during the six months ended June 30, 2026 and 2025, was $ 29.1 million and $ 10.0 million, respectively.

The impact of these cash receipts is included in financing activities in the accompanying consolidated statements of cash flows.

1 unchanged sentence

The fair value of restricted stock awards is based on the fair market value of AAON common stock on the respective grant dates, reduced for the present value of dividends.

At March 31, 2026, unrecognized compensation cost related to unvested restricted stock awards was approximately $ 11.6 million which is expected to be recognized over a weighted average period of 2.5 years.

At June 30, 2026, unrecognized compensation cost related to unvested restricted stock awards was approximately $ 13.0 million which is expected to be recognized over a weighted average period of 2.3 years.

A summary of the unvested restricted stock awards is as follows:

3 unchanged sentences

( 65,263 ) 77.31

Unvested at March 31, 2026 173,155 $ 86.94

( 6,217 ) 84.82

Unvested at June 30, 2026 183,929 $ 88.83

We have awarded PSUs to certain officers and employees under our LTIP Plans.

3 unchanged sentences

At the end of the measurement period, each award will be converted into AAON common stock at 0 % to 200 % of the PSUs held, depending on overall TSR as compared to the S&P 400 and S&P 600 building products industry.

The total pre-tax compensation cost related to unvested PSUs not yet recognized as of March 31, 2026, is $ 8.7 million and is expected to be recognized over a weighted average period of approximately 2.3 years.

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 three months ended March 31, 2026 and 2025, using a Monte Carlo Model:

Three Months Ended March 31,

The total pre-tax compensation cost related to unvested PSUs not yet recognized as of June 30, 2026, is $ 8.4 million and is expected to be recognized over a weighted average period of approximately 2.2 years.

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, 2026 and 2025, using a Monte Carlo Model:

Six Months Ended June 30,

Expected (annual) dividend rate $ 0.40 $ 0.40

14 unchanged sentences

( 5,765 ) 100.87

Unvested at March 31, 2026 2

Unvested at June 30, 2026 2

143,190 $ 106.91

3 unchanged sentences

A summary of share-based compensation is as follows:

Three Months Ended March 31,

Six Months Ended June 30,

Grant date fair value of awards during the period:

4 unchanged sentences

Total $ 36,763 $ 22,494

Three Months Ended March 31,

Six Months Ended June 30,

Stock-based compensation expense:

4 unchanged sentences

Total $ 10,702 $ 8,795

Three Months Ended March 31,

Six Months Ended June 30,

Income tax benefit related to share-based compensation (in thousands)

11 unchanged sentences

Administrative expenses are paid for by Plan participants.

The Company paid no administrative expenses during the three months ended March 31, 2026 and 2025.

The Company paid no administrative expenses during the six months ended June 30, 2026 and 2025.

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.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(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.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

5 unchanged sentences

Participants are expected to pay a portion of the premium costs for coverage of the benefits provided under the Plans.

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.

Three Months Ended March 31,

In addition, the Company matches 175.0 % of a participating employee's allowed contributions to a qualified health savings account to assist employees with health insurance plan deductibles.

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

Medical premium payments $ 8,659 $ 5,573 $ 14,266 $ 11,408

Health saving account contributions 4,471 3,010

Health savings account contributions 5,328 2,635 9,799 5,645

Earnings Per Share

3 unchanged sentences

The following table sets forth the computation of basic and diluted earnings per share:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands, except share and per share data)

22 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.

As of March 31, 2026, approximately $ 30 million of shares have been repurchased, and approximately $70.0 million remains under the current board authorization.

As of June 30, 2026, approximately $ 30 million of shares have been repurchased, and approximately $70.0 million remains under the current board authorization.

The Company repurchases shares of AAON, Inc.

1 unchanged sentence

Our repurchase activity is as follows:

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands, except share and per share data)

10 unchanged sentences

Declaration Date Record Date Payment Date per Share per Share

March 5, 2025 March 18, 2025 March 28, 2025 $ 0.10 $ 0.40

May 13, 2025 June 6, 2025 June 27, 2025 $ 0.10 $ 0.40

2 unchanged sentences

March 5, 2026 March 18, 2026 March 30, 2026 $ 0.10 $ 0.40

May 12, 2026 June 5, 2026 June 26, 2026 $ 0.10 $ 0.40

New Markets Tax Credit

59 unchanged sentences

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 March 31, 2026, except as noted below.

We had no material contractual purchase obligations as of June 30, 2026, except as noted below.

In 2023, the Company executed a five-year purchase commitment for refrigerants.

For the three months ended March 31, 2026 and 2025, the Company made payments of $ 3.2 million and $ 0.6 million on this contract, respectively.

For the three and six months ended June 30, 2026, the Company made payments of $ 1.5 million and $ 4.7 million for the three and six months ended June 30, 2025, the Company made payments of $ 1.5 million and $ 2.1 million on this contract, respectively.

Estimated minimum future payments are $ 5.8 million, and $ 11.2 million for 2026 and 2027, respectively.

1 unchanged sentence

Estimated minimum future payments are $ 18.8 million for 2026.

We had no other material contractual purchase obligations as of March 31, 2026.

We had no other material contractual purchase obligations as of June 30, 2026.

Related Parties

The following is a summary of transactions and balances with affiliates:

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

1 unchanged sentence

Payments to affiliates 337 704 501 1,213

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

(in thousands)

Due from affiliates $ 746 $ 335

Due to affiliates 2 —

The nature of our related party transactions is as follows:

32 unchanged sentences

The cost of sales and gross profit amounts shown below are presented after elimination entries.

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

2026 2025 2026 2025

(in thousands)

27 unchanged sentences

Selling, general and administrative expenses 83,607 59,147 151,513 110,440

gain on disposal of assets — ( 40 )

loss on disposal of assets — — — 40

Consolidated income from operations $ 68,884 $ 23,582 $ 125,943 $ 58,693

The following table presents long-lived assets by reportable segment, which includes property and equipment, net and operating lease assets:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Long-lived assets (in thousands)

4 unchanged sentences

The following table presents intangible assets and goodwill, net, by reportable segment:

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Intangible assets and goodwill (in thousands)

4 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.

What changed 10-Q

Item 1. Financial Statements