Fields Gary D 4

What Happened
Gary D. Fields, a director of AAON, converted/ exercised 16,536 derivative awards into common shares on January 30, 2026 (code M). The conversion price shown was $95.64 per share, representing a gross value of about $1,581,503. To cover tax withholding (code F), 5,040 shares (worth $482,025) were surrendered to the company, leaving a net increase of 11,496 shares to Fields’s holdings. Footnotes indicate these were performance-based restricted stock units (granted 2023) that vested at 83.2% of target; shares were issued net of taxes.

Key Details

• Transaction date: 2026-01-30; Form 4 filed 2026-02-03 (reporting period 2026-01-30).
• Price per share: $95.64.
• Shares converted/acquired: 16,536 (11,089 and 5,447 in two line items) — gross value ≈ $1,581,503.
• Shares withheld for taxes (disposed): 5,040 (2,896 and 2,144) — value ≈ $482,025.
• Net shares added: 11,496.
• Shares owned after transaction: not disclosed in the provided filing details.
• Footnotes: F1 — 2023 performance restricted stock units vested at 83.2% of target; shares issued net of taxes (cash paid for fractional shares). F2 — transactions recorded at exact price.
• Transaction codes: M = exercise/conversion of derivative; F = tax withholding (net settlement). Filing appears to be timely (filed Feb 3 for a Jan 30 transaction).

Context

• This was not an open-market purchase or sale; it was a conversion/vesting event with a net-share settlement to cover taxes (commonly called a cashless or net share settlement). Withheld shares were used to satisfy tax liabilities rather than sold on the market.
• Such conversions/withholdings are routine following vesting of equity awards and do not necessarily signal management’s view of the stock.