Wakefield Stephen E 4

4 · AAON, INC. · Filed Feb 3, 2026

AI-generated summary of this filing

Updated Feb 3, 2026

AAON Principal Engineering Advisor Stephen Wakefield Exercises Options

What Happened

Stephen E. Wakefield, Principal Engineering Advisor at AAON, exercised/conversion transactions on January 30, 2026 that converted a total of 2,314 derivative units into common shares at $95.64 per share.
Breakdown of the reported entries:
- Exercised/converted 1,552 shares at $95.64 — value $148,433 (code M).
- 531 shares were withheld to cover taxes at $95.64 — value $50,785 (code F).
- Exercised/converted 762 shares at $95.64 — value $72,878 (code M).
- 239 shares were withheld to cover taxes at $95.64 — value $22,858 (code F).
Net result: 2,314 shares were converted into common stock, 770 shares (approx. $73,643) were withheld for taxes, leaving Wakefield with a net of 1,544 additional shares. Total gross value of converted shares ≈ $221,311.

Key Details

Transaction date: January 30, 2026; filing date: February 3, 2026 (filed within the SEC’s two-business-day deadline).
Price used for all entries: $95.64 per share.
Shares owned after the transaction: not specified in the information provided in this summary.
Footnotes:
- F1: These transactions relate to 2023 performance restricted stock units that vested at 83.2% of target; shares were issued net of taxes withheld and cash was paid for any fractional shares.
- F2: All shares reported at the exact per-share price; no further breakdown required.
Transaction codes: M = exercise/conversion of derivative; F = shares withheld to pay tax liability.

Context

This was essentially the conversion/settlement of vested performance-based awards, not an open-market purchase or voluntary sale. The withholding of shares to pay taxes (code F) is a routine administrative action and is common when awards vest.
The filings do not indicate a separate open-market sale; the only disposals were share-withholdings to cover taxes. Such award-related conversions typically reflect vesting events rather than a directional bet by the insider.

Form 4Exit

Period: 2026-01-30

Other

Transactions

Exercise/Conversion
Common Stock, par value $.004
[F1][F2]
2026-01-30$95.64/sh+1,552$148,433→ 14,282 total
Tax Payment
Common Stock, par value $.004
[F1][F2]
2026-01-30$95.64/sh−531$50,785→ 13,751 total
Exercise/Conversion
Common Stock, par value $.004
[F1][F2]
2026-01-30$95.64/sh+762$72,878→ 14,513 total
Tax Payment
Common Stock, par value $.004
[F1][F2]
2026-01-30$95.64/sh−239$22,858→ 14,274 total

Holdings

Common Stock, par value $.004
(indirect: By 401(k))
15,246
Stock Option (Right to Buy)
Exercise: $29.48From: 2021-03-11Exp: 2030-03-11→ Common Stock (12,696 underlying)
12,696
Stock Option (Right to Buy)
Exercise: $36.13From: 2023-03-15Exp: 2032-03-15→ Common Stock (2,646 underlying)
2,646
Stock Option (Right to Buy)
Exercise: $62.04From: 2024-03-06Exp: 2033-03-06→ Common Stock (2,984 underlying)
2,984
Stock Option (Right to Buy)
Exercise: $79.73From: 2025-03-11Exp: 2034-03-11→ Common Stock (3,798 underlying)
3,798
Stock Option (Right to Buy)
Exercise: $82.39From: 2026-03-11Exp: 2035-03-11→ Common Stock (3,894 underlying)
3,894

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

Stephen E Wakefield|2026-02-02

1 file