Form 8-K

8-K — AAON, INC.

Accession: 0000824142-26-000083

Filed: 2026-11-09

Period: 2026-11-09

CIK: 0000824142

SIC: 3585 (AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP)

Item: Results of Operations and Financial Condition

Item: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

Item: Regulation FD Disclosure

Documents

8-K — aaon-20261109.htm (Primary)

EX-99.1 (liveaaonpressreleaseexs.htm)

GRAPHIC (aaon-20261109_g1.jpg)

GRAPHIC (tag_digitalxprimarylogo-tha.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: aaon-20261109.htm · Sequence: 1

aaon-20261109

0000824142false00008241422026-08-102026-08-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2026

AAON, INC.

(Exact name of Registrant as Specified in Charter)

Nevada 0-18953 87-0448736

(State or Other Jurisdiction (Commission File Number: ) (IRS Employer Identification No.)

of Incorporation)

2425 South Yukon Ave., Tulsa, Oklahoma 74107

(Address of Principal Executive Offices) (Zip Code)

(Registrant's telephone number, including area code): (918) 583-2266

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock AAON NASDAQ

Item 2.02 Results of Operations and Financial Conditions.

On November 9, 2026, AAON, Inc. (the "Company") announced its financial and operating results and backlog for the third quarter ended September 30, 2026. A copy of the Company's press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company plans to host a teleconference at 5:00 P.M. (Eastern Time) on November 9, 2026 to discuss these results. The conference call will be accessible via a dial-in for those who wish to participate in Q&A as well as a listen-only webcast. The accessible dial-in is accessible at 1-888-880-3330. To access the listen-only webcast, please register at https://app.webinar.net/x89XOEkP41z. On the next business day following the call, a replay of the call will be available on the Company’s website at https://aaon.com/Investors.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On November 3, 2026, Management, with the oversight of the Audit Committee of the Board of Directors (the “Audit Committee”), concluded that the Company’s previously issued unaudited condensed consolidated financial statements included in its Quarterly Reports on Form 10-Q for the periods ended March 31, 2026 and June 30, 2026, should no longer be relied upon due to misstatements that are described below and that the Company will restate such financial statements to make necessary corrections.

The non-reliance conclusion described above resulted from the identification of errors in the Company's calculation of revenue under the percent of completion method and accounting for software subscriptions.

The impacts of the restatement on net income are summarized below:

For the three months ended March 31, 2026: Net Income is $36.5 million representing a decrease of $3.4 million from the $39.8 million previously reported.

For the six months ended June 30, 2026: Net Income is $103.6 million, representing an increase of $7.1 million from the $96.5 million previously reported.

In connection with the restatements, the Company re-evaluated its conclusion regarding the effectiveness of the Company's disclosure controls and procedures and internal controls over financial reporting for the relevant periods and determined that a material weakness existed. The Company will report the material weakness in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026.

The Audit Committee has discussed the matters disclosed herein with Grant Thornton LLP, the Company's independent registered accounting firm.

Concurrently with the filing of this Current Report on Form 8-K, the Company is filing an amendment to its Quarterly Reports on Form 10-Q/A for the periods ended March 31, 2026 and June 30, 2026 to reflect these corrections. Investors are directed to the Forms 10-Q/A for a complete presentation of the restated financial statements and footnotes.

Item 7.01 Regulation FD Disclosure.

On November 9, 2026, the Company issued the press release described above in Item 2.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1.

All statements in the teleconference, other than historical financial information, may be deemed to be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Participants and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligations to update publicly any forward-looking statements, whether as a result of

new information, future events or otherwise. Important factors that could cause results to differ materially from those in the forward-looking statements include (1) the timing and extent of changes in raw material and component prices, (2) the effects of fluctuations in the commercial/industrial new construction market, (3) the material weakness in the effectiveness of our internal controls over financial reporting and the impact of our ability to adequately remediate the material weakness in a timely manner, (4) the timing and extent of changes in interest rates, as well as other competitive factors during the year, and (5) general economic, market or business conditions.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected impact of the error and restatement; the timing, form, and scope of any amended or future SEC filings; the expected conclusions regarding disclosure controls and procedures and internal control over financial reporting; and the Company’s remediation plans. These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties, including the discovery of additional information during the preparation of the restated financial statements, as well as the risk factors described in the Company’s SEC filings. Actual results may differ materially from those indicated by these forward-looking statements. The Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of this report, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1

Press release dated November 9, 2026 announcing financial and operating results and backlog.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AAON, INC.

Date:

November 9, 2026

By: /s/ Luke A. Bomer

Luke A. Bomer, General Counsel and Secretary

EX-99.1

Filename: liveaaonpressreleaseexs.htm · Sequence: 2

Document

Exhibit 99.1

The Aaon Group Reports Record Third Quarter 2026 Results, Restates First and Second Quarter 2026 Financial Statements and Raises Full-Year Outlook

Record revenue, continued margin improvement and strong execution drive operating income and diluted EPS to more than double year over year

Company identifies material weakness and restates first and second quarter of 2026 financial statements, resulting in an increase to first-half 2026 financial results

Third Quarter 2026 Highlights

(All comparisons are year-over-year, unless otherwise noted)

•Net sales increased 84.1% to a record $707.4 million

•Gross profit increased 76.4% to $188.5 million, with gross margin of 26.7%, improving 60 basis points sequentially

•Operating income increased 129.3% to $100.0 million

•GAAP diluted EPS increased 124.3% to $0.83; Non-GAAP adjusted EPS increased 124.3% to $0.83

•Total backlog increased 40.5% year-over-year to $1.9 billion

•Year-to-date, operating cash flow improved to $146.9 million, compared with a use of $18.8 million a year ago

•During the third quarter reporting process, the Company identified errors through enhanced review and control procedures and restated first and second quarter 2026 financial statements. The Company also identified a material weakness in its internal control over financial reporting and is continuing remediation efforts. In aggregate, the restatements increased first-half net sales by $10.7 million and diluted EPS by $0.09.

Raises 2026 Outlook

•2026 outlook now reflects net sales growth of 72%-75%, gross margins of approximately 26%, and SG&A as a percent of sales of about 13%, supported by strong backlog, expanded capacity, and improving operational execution

TULSA, Okla., November 9, 2026 - AAON, INC. (NASDAQ-AAON) ("The Aaon Group" or the "Company"), a leader in high-performance HVAC and thermal management solutions, today announced its results for the third quarter of 2026 and raised its full-year outlook.

"Our third quarter results reflect strong execution and continued progress turning the investments we have made into stronger operating performance," said Matt Tobolski, President and CEO of The Aaon Group. "We delivered record net sales, more than doubled operating income and diluted EPS, improved gross margin 60 basis points sequentially, generated strong cash flow and raised full-year outlook. The improvement was broad-based, with both AAON and BASX delivering strong growth.

"During our third quarter reporting process, we also identified errors in our previously reported first and second quarter financial statements. We corrected those errors and determined that a material weakness existed in our internal control over financial reporting. We take that seriously. These issues were identified through enhanced review and control procedures as we continue to strengthen our finance organization, and we are moving with urgency to remediate the material weakness and further strengthen our control environment.

"Across the business, higher throughput and utilization, better overhead absorption, pricing and sourcing actions, and continued operational improvement are increasingly showing up in our results. AAON continues to gain share despite softer conditions in the broader commercial HVAC market. At BASX, customer engagement remains strong, our opportunity pipeline is healthy, and we continue to strengthen our position with strategic data center customers.

"We have invested significantly in capacity and capabilities to support our growth. We are increasingly converting those investments into revenue, earnings and cash flow while continuing to improve how we operate. There is more work to do, but the progress is clear. We remain focused on execution, continuous improvement, and creating durable long-term value."

Third Quarter 2026 Results

Net sales for the third quarter of 2026 increased 84.1% to a record $707.4 million, compared with $384.2 million in the third quarter of 2025. Growth was driven by strong demand for both the AAON and BASX brands, increased manufacturing throughput, and greater utilization of recently expanded production capacity.

AAON-branded sales increased to a record level, growing 19.6% to $310.2 million, benefitting from a healthy backlog and continued production throughput gains. BASX-branded sales grew 218.3% to a record $397.2 million, reflecting strong momentum in data center demand, continued production output gains, and increased utilization of recently added manufacturing capacity. Booking activity remained solid across both brands, contributing to market share gains and elevated backlog levels. AAON‑branded backlog increased 18.0% from the prior-year period while BASX-branded products ended the quarter with backlog up 51.1%.

Gross profit increased 76.4% to $188.5 million, compared with $106.9 million in the third quarter of 2025. Gross profit margin was 26.7%, compared with 27.8% in the prior-year period, but increased 60 basis points sequentially, marking the second consecutive quarter of improvement. Year over year, margin was impacted primarily by a higher proportion of BASX revenue generated from less mature, lower-utilization facilities, partially offset by improved price/cost and volume leverage. The sequential improvement reflects progress in mitigating these headwinds, and through a combination of pricing, sourcing, productivity, and other operational initiatives, margins continue to trend positively.

Selling, general and administrative expenses as a percent of sales declined 400 basis points to 12.5%, reflecting continued operating leverage and disciplined cost management as revenue growth outpaced overhead investments.

Operating income increased 129.3% to $100.0 million, compared with $43.6 million in the prior-year period. Diluted earnings per share were $0.83, an increase of 124.3% from $0.37 in the third quarter of 2025.

Backlog

September 30, 2026 June 30, 2026 September 30, 2025

(in thousands)

AAON-branded products $ 499,341 $ 540,465 $ 423,316

BASX-branded products 1,355,152 1,419,822 896,824

$ 1,854,493 $ 1,960,287 $ 1,320,140

Total backlog increased 40.5% year-over-year to $1.9 billion, compared to $1.3 billion the prior year. BASX-branded backlog increased 51.1% year-over-year, reflecting continued customer investment activity in data center infrastructure and the value customers place on BASX's custom-engineered solutions. AAON-branded backlog increased 18.0% year-over-year, supported by strong order activity despite soft end-market conditions.

Compared to the second quarter of 2026, total backlog decreased 5.9%, primarily reflecting accelerated backlog conversion into record revenue and the inherent timing variability of large BASX project awards. The Company continues to see strong customer engagement and a healthy pipeline of opportunities across the data center market, and expects order strength to continue in the fourth quarter and as we enter 2027. AAON-branded backlog declined 7.6% sequentially, primarily reflecting higher production and improved throughput as we continued to reduce elevated lead times. Strong order activity and continued market share gains partially offset the decline despite softness in the commercial HVAC market. Across the enterprise, our

expanded capacity, shorter lead times, and differentiated, value-added solutions reinforce our confidence in the underlying fundamentals of the business.

2026 Outlook

Based on strong third quarter performance, increased manufacturing throughput, and current business conditions, the Company raised its full-year 2026 outlook:

Current Prior

Metric FY26 FY26

YoY Sales Growth 72%-75% 55%-60%

Gross Profit Margin ~26% 25%-26%

SG&A as a % of sales ~13% 13%-14%

Depreciation & Amortization ~$100M $95M-$100M

"Our raised outlook reflects the strength of our third quarter performance, continued customer activity across our end markets, and the meaningful progress we are making towards increasing throughput and converting backlog into revenue," said Matt Tobolski. "Expanded capacity, shorter lead times, and continued operational execution provide increased confidence in our ability to deliver strong growth through the remainder of the year.

"We are encouraged by the sequential improvement in gross margin during the third quarter. Higher production volumes, better utilization, pricing actions, sourcing initiatives, and continued operational discipline are beginning to show more clearly in our results. While additional work remains, we expect continued progress in the fourth quarter and remain confident in the long-term earnings power and cash generation potential of the business."

Restatement of Previously Issued Quarterly Financial Statements & Material Weakness

The Company has restated its previously issued financial statements for the first and second quarters of 2026. In aggregate, the restatements resulted in increases to first-half 2026 net sales, gross margin, and GAAP diluted EPS of $10.7 million, 71 basis points, and $0.09, respectively.

Management concluded that restatements to previously issued interim financial statements were appropriate and that a material weakness existed in internal control over financial reporting. The Company has implemented corrective actions and is executing additional measures designed to further strengthen our control environment and internal controls over financial reporting. The Company found no evidence of fraud or misconduct in connection with these matters and believes the identified errors do not alter the underlying strength of the business or its long-term growth outlook.

The impact of the restated first and second quarter of 2026 financial statements to correct for the identified errors can be seen at the end of this release or in Footnote 2 of the restated 10-Q filings for the first and second quarters of 2026, being filed today. Additional information regarding the material weakness can be found in Item 4 of the third quarter 10-Q filing, also being filed today.

Segment Results

AAON Oklahoma

Three Months Ended

(in thousands) September 30, 2026 June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025

Net sales $ 283,492 $ 262,277 $ 243,967 $ 215,503 $ 238,748

Gross profit $ 72,346 $ 63,617 $ 64,272 $ 59,168 $ 78,803

Gross profit margin 25.5 % 24.3 % 26.3 % 27.5 % 33.0 %

Non-GAAP Adjusted gross profit $ 93,075 $ 81,739 $ 74,117 $ 65,567 $ 83,303

Non-GAAP Adjusted gross profit margin 32.8 % 31.2 % 30.4 % 30.4 % 34.9 %

AAON Oklahoma generated net sales of $283.5 million, an increase of 18.7% from the prior-year period. Growth was supported by effective execution of a robust backlog and continued operational improvements that enhanced production throughput and backlog conversion. Higher pricing also contributed to growth.

Gross profit was $72.3 million compared with $78.8 million in the prior-year period. Gross margin was 25.5%, compared to 33.0% in the third quarter of 2025. Segment profitability was impacted by $20.7 million of overhead expenses associated with the Memphis facility, compared with $4.5 million in the prior-year period. Sequentially, excluding these expenses, AAON Oklahoma adjusted gross margin improved 160 basis points, benefiting from improving price/cost and higher capacity utilization.

AAON Coil Products

Three Months Ended

(in thousands) September 30, 2026 June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025

Net sales $ 192,630 $ 152,282 $ 101,654 $ 102,619 $ 70,246

Gross profit $ 49,792 $ 29,140 $ 12,345 $ 21,827 $ 7,758

Gross profit margin 25.8 % 19.1 % 12.1 % 21.3 % 11.0 %

AAON Coil Products generated net sales of $192.6 million, an increase of 174.2% from the prior-year period. Growth was driven primarily by BASX-branded liquid cooling sales of $165.5 million, up 255.6% during the period.

Gross profit increased 541.8% to $49.8 million, compared with $7.8 million in the prior-year period. Gross margin was 25.8%, compared with 11.0% in the third quarter of 2025. The year-over-year margin performance reflected repricing of existing backlog to mitigate inflationary and other price/cost headwinds. Results were also positively impacted by improved labor efficiency, better overhead absorption, and higher production volume.

BASX

Three Months Ended

(in thousands) September 30, 2026 June 30, 2026 March 31, 2026 December 31, 2025 September 30, 2025

Net sales $ 231,308 $ 227,569 $ 146,904 $ 106,095 $ 75,244

Gross profit $ 66,401 $ 74,885 $ 43,937 $ 28,775 $ 20,300

Gross profit margin 28.7 % 32.9 % 29.9 % 27.1 % 27.0 %

BASX segment generated net sales of $231.3 million, an increase of 207.4% from the prior-year period. Growth was driven by strong backlog conversion, sustained data center investment activity, and increased production capacity resulting from the continued ramp of the Company's manufacturing footprint, including the Memphis facility.

Gross profit increased 227.1% to $66.4 million, compared with $20.3 million in the prior-year period. Gross margin was 28.7%, up from 27.0% in the third quarter of 2025. The year-over-year margin improvement reflected substantial volume growth, partially offset by incremental resources and investments required to support future growth, customer delivery, and continued share gains.

Balance Sheet & Cash Flow

As of September 30, 2026, the Company had cash, cash equivalents and restricted cash of $3.7 million and a balance on its revolving credit facility of $386.7 million.

Andy Cheung, CFO and Treasurer, commented, "Our balance sheet continued to strengthen during the third quarter as robust earnings growth and disciplined execution drove another period of exceptional cash flow generation. Operating cash flow totaled $146.9 million through the first nine months of 2026, a significant improvement from a $18.8 million use of cash in the prior year period. This improved cash flow provides The Aaon Group with a significant runway for continued execution of our strategic growth initiatives. Looking ahead, we remain confident that continued operational execution, working capital discipline, and margin improvement initiatives will support robust cash flow generation and continued balance sheet improvement."

Conference Call

The Company will host a conference call and webcast today at 5:00 p.m. EST to discuss the third quarter of 2026 results and outlook. The conference call will be accessible via dial-in for those who wish to participate in Q&A as well as a listen-only webcast. The dial-in is accessible at 1-888-880-3330. To access the listen-only webcast, please register at https://app.webinar.net/E7MK2gxj9Oo. On the next business day following the call, a replay of the call will be available on the company’s website at https://investors.theaaongroup.com/.

About The Aaon Group

The Aaon Group provides high-performance HVAC and thermal management solutions for commercial, industrial, and data center environments. Through two strong brands, AAON and BASX, the company designs and manufactures highly configurable and custom-engineered equipment focused on efficiency, performance, reliability, and long-term customer value. For more information, please visit theaaongroup.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, “should”, “will”, and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligations to update publicly any forward-looking statements, whether as a

result of new information, future events or otherwise. Important factors that could cause results to differ materially from those in the forward-looking statements include (1) the timing and extent of changes in raw material and component prices, (2) the effects of fluctuations in the commercial/industrial new construction market, (3) the material weakness in the effectiveness of our internal controls over financial reporting and the impact of our ability to adequately remediate the material weakness in a timely manner, (4) the timing and extent of changes in interest rates, as well as other competitive factors during the year, and (5) general economic, market or business conditions. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in any forward-looking statements, see “Risk Factors” and “Forward Looking Statements” in AAON’s Annual Report on Form 10-K for the most recent fiscal year, as may be revised and updated by AAON’s Quarterly Reports on Form 10-Q, and AAON’s Current Reports on Form 8-K.

Contact Information

Joseph Mondillo

Director of Investor Relations & Corporate Strategy

Email: investorrelations@theaaongroup.com

AAON, Inc. and Subsidiaries

Consolidated Statements of Income

(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

(in thousands, except per share data)

Net sales $ 707,430 $ 384,238 $ 1,842,082 $ 1,017,859

Cost of sales 518,891 277,377 1,365,347 741,905

Gross profit 188,539 106,861 476,735 275,954

Selling, general and administrative expenses 88,559 63,230 242,817 173,670

(Gain) loss on disposal of assets — 36 — (4)

Income from operations 99,980 43,595 233,918 102,288

Interest expense (5,817) (5,153) (17,067) (11,964)

Other income, net 67 — 302 106

Income before taxes 94,230 38,442 217,153 90,430

Income tax provision 25,272 7,660 44,620 14,869

Net income $ 68,958 $ 30,782 $ 172,533 $ 75,561

Earnings per share:

Basic EPS $ 0.84 $ 0.38 $ 2.10 $ 0.93

Diluted EPS $ 0.83 $ 0.37 $ 2.06 $ 0.91

Cash dividends declared per common share: $ 0.10 $ 0.10 $ 0.30 $ 0.30

Weighted average shares outstanding:

Basic 82,454,996 81,543,105 82,217,732 81,485,914

Diluted 83,557,784 82,952,049 83,570,266 83,086,858

AAON, Inc. and Subsidiaries

Segment Net Sales and Profit

(Unaudited)

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

(in thousands)

AAON Oklahoma

External sales $ 283,492 $ 238,748 $ 789,735 $ 585,706

Inter-segment sales 89,029 9,737 224,897 18,894

Eliminations (89,029) (9,737) (224,897) (18,894)

Net sales 283,492 238,748 789,735 585,706

Cost of sales1

211,146 159,945 589,500 412,786

Gross profit 72,346 78,803 200,235 172,920

AAON Coil Products

External sales $ 192,630 $ 70,246 $ 446,566 $ 222,734

Inter-segment sales 4,376 4,689 18,854 11,707

Eliminations (4,376) (4,689) (18,854) (11,707)

Net sales 192,630 70,246 446,566 222,734

Cost of sales1

142,838 62,488 355,289 174,889

Gross profit 49,792 7,758 91,277 47,845

BASX

External sales $ 231,308 $ 75,244 $ 605,781 $ 209,419

Inter-segment sales 108 26 664 576

Eliminations (108) (26) (664) (576)

Net sales 231,308 75,244 605,781 209,419

Cost of sales1

164,907 54,944 420,558 154,230

Gross profit 66,401 20,300 185,223 55,189

Consolidated gross profit $ 188,539 $ 106,861 $ 476,735 $ 275,954

1 Presented after intercompany eliminations.

The reconciliation between consolidated gross profit to consolidated income from operations is as follows:

Consolidated gross profit $ 188,539 $ 106,861 $ 476,735 $ 275,954

Less: Selling, general and administrative expenses 88,559 63,230 242,817 173,670

Add: (gain) loss on disposal of assets — (36) — 4

Consolidated income from operations $ 99,980 $ 43,595 $ 233,918 $ 102,288

AAON, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

September 30, 2026 December 31, 2025

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

Current assets:

Cash and cash equivalents $ 13 $ 13

Restricted cash 3,658 1,226

Accounts receivable, net 396,849 314,387

Income tax receivable 334 27,445

Inventories, net 376,045 261,151

Contract assets, net 279,544 247,037

Prepaid expenses and other 18,274 17,921

Total current assets 1,074,717 869,180

Property, plant and equipment, net 689,617 631,262

Intangible assets, net and goodwill 168,435 165,799

Right-of-use assets 18,955 17,988

Other long-term assets 1,672 2,281

Total assets $ 1,953,396 $ 1,686,510

Liabilities and Stockholders' Equity

Current liabilities:

Short-term obligations of NMTC1

7,535 7,535

Accounts payable 182,598 110,437

Accrued liabilities 185,918 132,213

Contract liabilities 5,713 80,670

Total current liabilities 381,764 330,855

Debt, long-term 386,709 398,320

Deferred tax liabilities 44,323 30,313

Other long-term liabilities 34,484 23,299

New markets tax credit obligations1

21,371 8,738

Commitments and contingencies (Note 19)

Stockholders' equity:

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

— —

Common stock, $.004 par value, 200,000,000 shares authorized, 82,459,251 and 81,691,075 issued and outstanding at September 30, 2026 and December 31, 2025, respectively

330 327

Additional paid-in capital 106,202 64,358

Retained earnings 978,213 830,300

Total stockholders' equity 1,084,745 894,985

Total liabilities and stockholders' equity $ 1,953,396 $ 1,686,510

1 Held by variable interest entities

AAON, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

Nine Months Ended September 30,

2026 2025

Operating Activities (in thousands)

Net income $ 172,533 $ 75,561

Adjustments to reconcile net income to net cash provided by (used in) operating activities

Depreciation and amortization 73,859 58,838

Amortization of debt issuance costs 124 250

Amortization of right-of-use assets 240 118

(Recoveries of) Provision for losses on accounts receivable, net of adjustments (128) 92

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

Provision for excess and obsolete inventories, net of write-offs 1,745 1,025

Share-based compensation 16,886 13,421

Other — (32)

Deferred income taxes 14,010 23,035

Changes in assets and liabilities:

Accounts receivable (82,334) (118,896)

Income tax receivable 27,111 (21,393)

Inventories (116,639) (64,116)

Contract assets (32,507) (71,919)

Prepaid expenses and other long-term assets 256 (771)

Accounts payable 83,010 59,891

Contract liabilities (74,957) 5,061

Extended warranties 10,737 431

Accrued liabilities and other long-term liabilities 52,946 20,420

Net cash provided by (used in) operating activities 146,892 (18,784)

Investing Activities

Capital expenditures (138,097) (128,067)

Grant proceeds received 1,650 —

Proceeds from sale of property, plant and equipment — 275

Acquisition of intangible assets (9,252) (10,868)

Principal payments from note receivable — 37

Net cash used in investing activities (145,699) (138,623)

Financing Activities

Borrowings of debt 925,430 658,458

Payments of debt (937,041) (453,449)

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

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

Stock options exercised 29,563 13,275

Repurchase of stock - open market — (29,992)

Repurchases of stock - LTIP plans (Note 17) (4,602) (9,300)

Cash dividends paid to stockholders (24,620) (24,437)

Net cash provided by financing activities 1,239 153,160

Net increase (decrease) in cash, cash equivalents, and restricted cash 2,432 (4,247)

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

Cash, cash equivalents, and restricted cash, end of period $ 3,671 $ 2,267

Use of Non-GAAP Financial Measures

To supplement the Company’s consolidated financial statements presented in accordance with generally accepted accounting principles (“GAAP”), additional non-GAAP financial measures are provided and reconciled in the following tables. The Company believes that these non-GAAP financial measures, when considered together with the GAAP financial measures, provide information that is useful to investors in understanding period-over-period operating results. The Company believes that this non-GAAP financial measure enhances the ability of investors to analyze the Company’s business trends and operating performance as they are used by management to better understand operating performance. Since adjusted net income, adjusted net income per diluted share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin are non-GAAP measures and are susceptible to varying calculations, adjusted net income, adjusted net income per diluted share, EBITDA, adjusted EBITDA, and adjusted EBITDA margin, as presented, may not be directly comparable with other similarly titled measures used by other companies.

Non-GAAP Adjusted Net Income

The Company defines non-GAAP adjusted net income as net income adjusted for any infrequent events, such as litigation settlements, net of profit sharing and tax effect, in the periods presented.

The following table provides a reconciliation of net income (GAAP) to non-GAAP adjusted net income for the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

(in thousands)

Net income, a GAAP measure $ 68,958 $ 30,782 $ 172,533 $ 75,561

Add: Memphis incentive fee1

— — 1,448 6,105

Profit sharing effect2

— — (123) (519)

Tax effect — — (332) (1,369)

Non-GAAP adjusted net income $ 68,958 $ 30,782 $ 173,526 $ 79,778

Non-GAAP adjusted earnings per diluted share $ 0.83 $ 0.37 $ 2.08 $ 0.96

1The incentive fee relates to fees payable to our real estate broker associated with the acquisition of our Memphis, Tenn. plant for a percentage of the incentives awarded to us by various entities.

2Profit sharing effect of the Memphis incentive fee in the respective period.

EBITDA

EBITDA (as defined below) is presented herein and reconciled from the GAAP measure of net income because of its wide acceptance by the investment community as a financial indicator of a company's ability to internally fund operations. The Company defines EBITDA as net income, plus (1) depreciation and amortization, (2) interest expense (income), net and (3) income tax expense. EBITDA is not a measure of net income or cash flows as determined by GAAP. EBITDA margin is defined as EBITDA as a percentage of net sales.

The Company’s EBITDA measure provides additional information which may be used to better understand the Company’s operations. EBITDA is one of several metrics that the Company uses as a supplemental financial measurement in the evaluation of its business and should not be considered as an alternative to, or more meaningful than, net income, as an indicator of operating performance. Certain items excluded from EBITDA are significant components in understanding and assessing a Company's financial performance. EBITDA, as used by the Company, may not be comparable to similarly titled measures reported by other companies. The Company believes that EBITDA is a widely followed measure of operating performance and is one of many metrics used by the Company’s management team and by other users of the Company’s consolidated financial statements.

Adjusted EBITDA is calculated as EBITDA adjusted by items in non-GAAP adjusted net income, above, except for taxes, as taxes are already excluded from EBITDA.

The following table provides a reconciliation of net income (GAAP) to EBITDA (non-GAAP) and Adjusted EBITDA (non-GAAP) for the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

(in thousands)

Net income, a GAAP measure $ 68,958 $ 30,782 $ 172,533 $ 75,561

Depreciation and amortization 27,141 19,959 73,859 58,838

Interest expense, net 5,817 5,153 17,067 11,964

Income tax expense 25,272 7,660 44,620 14,869

EBITDA, a non-GAAP measure $ 127,188 $ 63,554 $ 308,079 $ 161,232

Add: Memphis incentive fee1

— — 1,448 6,105

Profit sharing effect2

— — (123) (519)

Adjusted EBITDA, a non-GAAP measure $ 127,188 $ 63,554 $ 309,404 $ 166,818

Adjusted EBITDA margin, a non-GAAP measure 18.0 % 16.5 % 16.8 % 16.4 %

1The incentive fee relates to fees payable to our real estate broker associated with the acquisition of our Memphis, Tenn. plant for a percentage of the incentives awarded to us by various entities.

2Profit sharing effect of the Memphis incentive fee in the respective period.

Non-GAAP Adjusted Selling, General and Administrative Expenses

The following table provides a reconciliation of selling, general and administrative expenses (GAAP) to adjusted selling, general and administrative expenses (non-GAAP) for the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,

2026 2025 2026 2025

Non-GAAP Adjusted Selling, General and Administrative Expenses

SG&A, a GAAP measure $ 88,559 $ 63,230 $ 242,817 $ 173,670

Memphis incentive fee — — (1,448) (6,105)

Profit sharing effect — — 123 519

Non-GAAP adjusted SG&A expenses 88,559 63,230 241,492 168,084

As a percent of sales 12.5 % 16.5 % 13.1 % 16.5 %

Non-GAAP Adjusted AAON Oklahoma Gross Profit

The following tables provides a reconciliation of AAON Oklahoma gross profit (GAAP) to adjusted gross profit (non-GAAP) for the periods indicated:

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2026 2025 2026 2025

Non-GAAP Adjusted AAON Oklahoma Gross profit

AAON Oklahoma Net sales $ 283,492 $ 238,748 $ 789,735 $ 585,706

AAON Oklahoma Gross profit $ 72,346 $ 78,803 $ 200,235 $ 172,920

Memphis facility overhead costs 20,729 4,500 48,696 9,300

Non-GAAP Adjusted AAON Oklahoma Gross profit $ 93,075 $ 83,303 $ 248,931 $ 182,220

Non-GAAP Adjusted AAON Oklahoma Gross profit margin 32.8% 34.9% 31.5% 31.1%

Three Months Ended

(in thousands) June 30, 2026 March 31, 2026 December 31, 2025

Non-GAAP Adjusted AAON Oklahoma Gross profit

AAON Oklahoma Net sales $ 262,276 $ 243,967 $ 215,503

AAON Oklahoma Gross profit $ 63,617 $ 64,272 $ 59,168

Memphis facility overhead costs $ 18,122 $ 9,845 $ 6,399

Non-GAAP Adjusted AAON Oklahoma Gross profit $ 81,739 $ 74,117 $ 65,567

Non-GAAP Adjusted AAON Oklahoma Gross profit margin 31.2 % 30.4 % 30.4 %

Restatement of Previously Issued Financial Statements

During the third quarter of 2026, management identified certain errors related to revenue recognition and accounting for software subscriptions. The Company has restated its previously issued financial statements.

Following is a summary of the significant effects of the restatement on the Company’s condensed statements of income and segment reporting for the three and six months ended June 30, 2026.

For the Three Months Ended March 31, 2026

As Previously Reported Adjustments As Restated

(in thousands)

Net sales $ 496,936 $ (4,411) $ 492,525

Gross profit 124,965 (4,411) 120,554

Selling, general and administrative expenses 67,906 385 68,291

Income from operations 57,059 (4,796) 52,263

Income before taxes 52,081 (4,796) 47,285

Income tax provision 12,266 (1,444) 10,822

Net income $ 39,815 $ (3,352) $ 36,463

Earnings per share: 0

Basic EPS $ 0.49 $ (0.04) $ 0.45

Diluted EPS $ 0.48 $ (0.04) $ 0.44

For the Three Months Ended June 30, 2026

As Previously Reported Adjustments As Restated

(in thousands)

Net sales $ 626,976 $ 15,151 $ 642,127

Gross profit 152,491 15,151 167,642

Selling, general and administrative expenses 83,607 2,360 85,967

Income from operations 68,884 12,791 81,675

Income before taxes 62,847 12,791 75,638

Income tax provision 6,188 2,338 8,526

Net income $ 56,659 $ 10,453 $ 67,112

Earnings per share: 0

Basic EPS $ 0.69 $ 0.13 $ 0.82

Diluted EPS $ 0.68 $ 0.12 $ 0.80

For the Three Months Ended March 31, 2026

As Previously Reported Adjustments As Restated

(in thousands)

AAON Coil Products

External sales 117,611 (15,957) 101,654

Net sales 117,611 (15,957) 101,654

Gross profit 28,302 (15,957) 12,345

BASX

External sales 135,358 11,546 146,904

Net sales 135,358 11,546 146,904

Gross profit 32,391 11,546 43,937

Consolidated gross profit 124,965 (4,411) 120,554

For the Three Months Ended June 30, 2026

As Previously Reported Adjustments As Restated

(in thousands)

AAON Coil Products

External sales 146,680 5,602 152,282

Net sales 146,680 5,602 152,282

Gross profit 23,538 5,602 29,140

BASX

External sales 218,020 9,549 227,569

Net sales 218,020 9,549 227,569

Gross profit 65,336 9,549 74,885

Consolidated gross profit 152,491 15,151 167,642

GRAPHIC

Filename: aaon-20261109_g1.jpg · Sequence: 6

Binary file (227653 bytes)

Download aaon-20261109_g1.jpg

GRAPHIC

Filename: tag_digitalxprimarylogo-tha.jpg · Sequence: 7

Binary file (66668 bytes)

Download tag_digitalxprimarylogo-tha.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.3

Cover Page

Aug. 10, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Nov. 09, 2026

Entity Registrant Name

AAON, INC.

Entity Incorporation, State or Country Code

Entity File Number

0-18953

Entity Tax Identification Number

87-0448736

Entity Address, Address Line One

2425 South Yukon Ave.,

Entity Address, City or Town

Tulsa,

Entity Address, State or Province

Entity Address, Postal Zip Code

74107

City Area Code

918

Local Phone Number

583-2266

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock

Trading Symbol

AAON

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

Entity Central Index Key

0000824142

Amendment Flag

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration