Wakefield Stephen E 4

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.