Thompson Rebecca 4

4 · AAON, INC. · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

AAON CFO Rebecca Thompson Exercises/Receives 3,306 Shares

What Happened

Rebecca Thompson, Chief Financial Officer of AAON, converted/exercised derivative awards on January 30, 2026, resulting in the acquisition of 3,306 shares at $95.64 per share (total value ≈ $316,186). To cover tax withholding, 1,056 shares were surrendered/disposed (741 and 315 shares) at the same price (total ≈ $100,996). Net of withholding, Thompson received 2,250 shares and the net cash value exchanged is roughly $215,190.

Key Details

Transaction dates and prices: Jan 30, 2026 — conversions/exercises at $95.64 per share.
- Acquired: 2,217 shares ($212,034) and 1,089 shares ($104,152).
- Withheld/disposed for taxes: 741 shares ($70,869) and 315 shares ($30,127).
Shares owned after transaction: not specified in the provided summary.
Footnotes:
- F1: These were performance restricted stock units (granted in 2023) that vested at 83.2% of target; shares were issued net of taxes withheld and cash paid for any fractional shares.
- F2: All transactions executed at the exact price shown.
Filing timeliness: no late filing flag indicated in the provided details.

Context

This was a conversion of performance-based equity (not an open-market buy or sale). The withholding of shares to cover tax liabilities is a common practice for vested awards and does not indicate an open-market sale for investment purposes.
For retail investors, such conversions mainly reflect compensation realization rather than a direct buy/sell signal from the insider.

Form 4

Period: 2026-01-30

Chief Financial Officer

Transactions

Exercise/Conversion
Common Stock, par value $.004
[F1][F2]
2026-01-30$95.64/sh+2,217$212,034→ 26,613 total
Tax Payment
Common Stock, par value $.004
[F1][F2]
2026-01-30$95.64/sh−741$70,869→ 25,872 total
Exercise/Conversion
Common Stock, par value $.004
[F1][F2]
2026-01-30$95.64/sh+1,089$104,152→ 26,961 total
Tax Payment
Common Stock, par value $.004
[F1][F2]
2026-01-30$95.64/sh−315$30,127→ 26,646 total

Holdings

Common Stock, par value $.004
(indirect: By 401(k))
3,826
Stock Option (Right to Buy)
Exercise: $27.58From: 2020-03-11Exp: 2029-03-11→ Common Stock (91,500 underlying)
91,500
Stock Option (Right to Buy)
Exercise: $29.48From: 2021-03-11Exp: 2030-03-11→ Common Stock (41,565 underlying)
41,565
Stock Option (Right to Buy)
Exercise: $48.91From: 2022-03-11Exp: 2031-03-11→ Common Stock (13,482 underlying)
13,482
Stock Option (Right to Buy)
Exercise: $36.13From: 2023-03-15Exp: 2032-03-15→ Common Stock (8,820 underlying)
8,820
Stock Option (Right to Buy)
Exercise: $62.04From: 2024-03-06Exp: 2033-03-06→ Common Stock (6,394 underlying)
6,394
Stock Option (Right to Buy)
Exercise: $79.73From: 2025-03-11Exp: 2034-03-11→ Common Stock (4,602 underlying)
4,602
Stock Option (Right to Buy)
Exercise: $82.39From: 2026-03-11Exp: 2035-03-11→ Common Stock (5,040 underlying)
5,040

Footnotes (2)

[F1]On January 21, 2026, the Compensation Committee determined the performance restricted stock units, granted in 2023 vested at 83.2 percent of the performance target, based on the issuer's achievement of the relevant performance conditions. The shares received were net of taxes withheld to cover the reporting person's tax liability. Cash was paid in lieu of fractional shares, if any.
[F2]All shares granted/purchased/converted/sold, as applicable, at an exact price. A breakdown is not applicable.

Signature

Rebecca Thompson|2026-02-03

1 file