Form 8-K

8-K — AAON, INC.

Accession: 0000824142-26-000034

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0000824142

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

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — aaon-20260507.htm (Primary)

EX-99.1 (liveaaonpressreleaseexs.htm)

GRAPHIC (aaona05.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: aaon-20260507.htm · Sequence: 1

aaon-20260507

0000824142false00008241422026-05-072026-05-07

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): May 7, 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 May 7, 2026, AAON, Inc. (the "Company") announced its financial and operating results and backlog for the first quarter ended March 31, 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 9:00 A.M. (Eastern Time) on May 7, 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 1-800-836-8184. 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 7.01 Regulation FD Disclosure.

On May 7, 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 timing and extent of changes in interest rates, as well as other competitive factors during the year, and (4) general economic, market or business conditions.

Item 8.01 Other Events

The Company today announced that the Board of Directors has authorized the Company to make up to $100.0 million in purchases of shares of the Company’s common stock from time to time in the open market depending on market conditions. The Board must authorize the timing and amount of these purchases and all repurchases will be made in accordance with the rules and regulations of the SEC allowing the Company to repurchase shares from the open market. Repurchased shares will be restored to the status of authorized but unissued stock.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number Description

99.1

Press release dated May 7, 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:

May 7, 2026

By: /s/ Luke A. Bomer

Luke A. Bomer, General Counsel

EX-99.1

Filename: liveaaonpressreleaseexs.htm · Sequence: 2

Document

Exhibit 99.1

AAON Reports First Quarter 2026 Results with Record Sales and Backlog, Robust Earnings Growth, and Raises Full-Year Guidance

First Quarter 2026 Results

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

•Delivered record sales and accelerated earnings growth on strong demand and expanding production throughput

◦Net sales grew 54.3% to a record $496.9 million

◦Operating margins reflected early benefits from improving utilization, with margin improvement expected to build as capacity absorption improves

◦GAAP diluted EPS increased 37.1% to $0.48 reflecting strong earnings growth on higher volume

•Total backlog increased 107.4% to a record $2.1 billion, driven by continued strength from the data center market

Raises 2026 Outlook

•2026 outlook now reflects revenue growth of 40%-45% and gross margins of approximately 27-28%, supported by record backlog, expanded capacity, and improving operational execution

TULSA, Okla., May 7, 2026 - AAON, INC. (NASDAQ-AAON), a leader in high-performing, energy-efficient HVAC solutions that bring long-term value to customers and owners, today announced its results for the first quarter of 2026.

First Quarter 2026 Results

Net sales for the first quarter of 2026 increased 54.3% to $496.9 million, from $322.1 million in the first quarter of 2025. This growth was driven by strong demand across both the AAON and BASX brands, and accelerating production throughput made possible by investments made in capacity and operational execution. BASX-branded sales increased 72.4% to $228.6 million, reflecting continued strength in data center cooling demand, higher production volumes, and increased utilization of recently commissioned capacity. AAON-branded sales increased 41.6% to $268.4 million, supported by a strong backlog and accelerating production rates. Booking activity remained solid across both brands, supporting continued share gains and elevated backlog levels. BASX-branded products ended the quarter with backlog up 160.0%, while AAON‑branded bookings demonstrated continued resilience in a softer market environment.

Gross profit margin in the quarter was 25.1%, compared to 26.8% in the prior-year period. The year‑over‑year decline reflected unabsorbed fixed costs associated with recent capacity investments, temporary outsourcing used to support accelerated growth, and transitory price and cost timing dynamics. These effects are intentional and temporary, and are expected to unwind as internal capacity scales and utilization improves.

Selling, general and administrative expenses as a percent of sales declined 220 basis points to 13.7%, demonstrating strong operating leverage and disciplined cost management.

Earnings per diluted share were $0.48, an increase of 37.1% from $0.35 in the first quarter of 2025.

“First‑quarter results demonstrate strong earnings growth driven by higher volume, improved execution, and continued share gains,” said President and CEO Matt Tobolski. “We delivered record sales, improved cash flow, and higher production throughput across our manufacturing network. Importantly, the additional volume we are taking on is carrying attractive incremental contribution, allowing earnings to grow while we intentionally sequence margin improvement during this phase of capacity ramp.

"Our backlog provides exceptional visibility, particularly across the BASX-brand, and positions us to drive continued growth as we move through the year. At the same time, increasing utilization across existing capacity is expected to support margin improvement over time as fixed costs are absorbed, equipment comes fully online, and productivity continues to improve.

"As we progress through 2026, our priorities are clear and unchanged. Drive throughput, convert backlog, and deliver disciplined margin progression over time. We have built the foundation, and we are now focused on converting that foundation into durable earnings power and long-term returns."

Backlog

March 31, 2026 December 31, 2025 March 31, 2025

(in thousands)

AAON-branded products $ 509,806 $ 526,350 $ 403,863

BASX-branded products 1,619,649 1,302,145 623,006

$ 2,129,455 $ 1,828,495 $ 1,026,869

Total backlog increased 107.4% year-over-year to $2.13 billion, and increased 16.5% sequentially. The sequential growth was driven entirely by the BASX brand, with backlog increasing 24.4% from the prior quarter. Sustained data center demand and BASX's custom-engineered solutions continue to support share gains. As planned, AAON-branded products backlog declined sequentially 3.1%, reflecting a deliberate increase in production to address extended lead times, with manufacturing output exceeding order intake during the quarter. Order activity of AAON equipment remained solid, supporting continued share gains despite softer end-market conditions.

2026 Outlook

Dr. Tobolski concluded, “We are encouraged by the start of the year and the momentum we are seeing across the business. Backlog and demand remain exceptionally strong, providing the visibility and stability needed to maintain a sharp focus on execution, production ramp‑up, and customer fulfillment. We are pleased with the benefits we are starting to see from operational investments, and we have meaningful opportunity ahead to further increase production volumes and enhance productivity, which support improved results over time.

"We now expect 2026 sales to grow 40%-45%, with gross margin of 27%-28%, reflecting intentional ramp decisions early in the year and improving margin as utilization and productivity increases through the year. We anticipate SG&A expenses as a percentage of sales will be 14%-15% and expect depreciation and amortization expenses of $95-$100 million.”

Current Prior

Metric FY26 FY26

YoY Sales Growth 40%-45% 18%-20%

Gross Profit Margin 27%-28% 29%-31%

SG&A as a % of sales 14%-15% ~16%

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

Segment Results

AAON Oklahoma

Three Months Ended

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

Net sales $ 243,967 $ 215,503 $ 161,838

Gross profit $ 64,272 $ 59,168 $ 40,600

Gross profit margin 26.3 % 27.5 % 25.1 %

Net sales for the AAON Oklahoma segment totaled $244.0 million, an increase of 50.7% year-over-year, driven by a strong starting backlog and ongoing production enhancements that improved backlog conversion despite a challenging industry environment. First‑quarter 2026 results also benefited from an easier year‑over‑year comparison, as the prior‑year period was disrupted by the industry’s refrigerant transition, contributing to regained market share.

Gross margin for the segment was 26.3%, compared to 25.1% in the first quarter of 2025. Overhead expenses associated with the new Memphis facility impacted segment margin by $9.8 million. Excluding these costs, segment margins were 29.6%. During the quarter, the segment was impacted by elevated outsourcing levels, price‑cost timing dynamics, and tariff‑related costs, all of which are temporary and do not change the long-term earnings power of the segment.

AAON Coil Products

Three Months Ended

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

Net sales $ 117,611 $ 102,619 $ 94,023

Gross profit $ 28,302 $ 21,827 $ 29,858

Gross profit margin 24.1 % 21.3 % 31.8 %

Net sales for the AAON Coil Products segment totaled $117.6 million, up 25.1% compared to the same period last year. Growth was driven primarily by BASX-branded liquid cooling sales of $93.2 million, up 40.5% during the period, while AAON‑branded sales declined 11.8% year-over-year.

AAON Coil Products gross margin was 24.1%, declining year-over-year from 31.8%, but increasing sequentially from 21.3%. The sequential margin expansion reflected improved operating leverage on higher throughput at the Longview facility, including a favorable mix of higher-margin BASX sales.

BASX

Three Months Ended

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

Net sales $ 135,358 $ 106,095 $ 66,193

Gross profit $ 32,391 $ 28,775 $ 15,906

Gross profit margin 23.9 % 27.1 % 24.0 %

Net sales for the BASX segment increased 104.5% to $135.4 million from $66.2 million in the prior-year period. The year-over-year growth reflected strong demand for data center equipment, supported by robust order intake and elevated backlog levels. Increased production from the Company's new Memphis facility played a key role by expanding capacity and driving higher sales volumes.

BASX segment gross margin was 23.9%, unchanged from the prior-year period. Margin stability reflected strong volume growth, offset by incremental resources and investments to support future growth and share gains. These incremental costs also contributed to the sequential margin contraction.

Balance Sheet & Cash Flow

As of March 31, 2026, the company had cash, cash equivalents and restricted cash of $1.1 million and a balance on its revolving credit facility of $425.2 million. Andy Cheung, CFO and Treasurer, commented, “During the first quarter, operating cash flow totaled $34.0 million, representing the highest level since the third quarter of 2024. This improvement reflected higher earnings and enhanced working capital efficiency. Capital expenditures totaled $52.9 million, primarily reflecting continued investments in incremental capacity to support future growth. As improvements in profitability and productivity continue, we expect these trends to support stronger cash flow and a healthier balance sheet over time.”

Conference Call

The company will host a conference call and webcast this morning at 9:00 a.m. EST to discuss the first 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/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.

About AAON

Founded in 1988, AAON is a global leader in HVAC solutions for commercial, industrial and data center indoor environments. The company's industry-leading approach to designing and manufacturing highly configurable and custom-made equipment to meet exact needs creates a premier ownership experience with greater efficiency, performance and long-term value. Its highly engineered equipment is sold under the AAON and BASX brands. AAON is headquartered in Tulsa, Oklahoma, where its world-class innovation center and testing lab allows AAON engineers to continuously push boundaries and advance the industry. For more information, please visit www.aaon.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 timing and extent of changes in interest rates, as well as other competitive factors during the year, and (4) 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

Phone: (617) 877-6346

Email: joseph.mondillo@aaon.com

AAON, Inc. and Subsidiaries

Consolidated Statements of Income

(Unaudited)

Three Months Ended March 31,

2026 2025

(in thousands, except per share data)

Net sales $ 496,936 $ 322,054

Cost of sales 371,971 235,690

Gross profit 124,965 86,364

Selling, general and administrative expenses 67,906 51,293

Gain on disposal of assets — (40)

Income from operations 57,059 35,111

Interest expense (5,055) (2,802)

Other income, net 77 174

Income before taxes 52,081 32,483

Income tax provision 12,266 3,191

Net income $ 39,815 $ 29,292

Earnings per share:

Basic EPS $ 0.49 $ 0.36

Diluted EPS $ 0.48 $ 0.35

Cash dividends declared per common share: $ 0.10 $ 0.10

Weighted average shares outstanding:

Basic 81,756,604 81,472,351

Diluted 83,179,954 83,351,536

AAON, Inc. and Subsidiaries

Segment Net Sales and Profit

(Unaudited)

Three Months Ended March 31,

2026 2025

(in thousands)

AAON Oklahoma

External sales $ 243,967 $ 161,838

Inter-segment sales 44,509 3,839

Eliminations (44,509) (3,839)

Net sales 243,967 161,838

Cost of sales1

179,695 121,238

Gross profit 64,272 40,600

AAON Coil Products

External sales $ 117,611 $ 94,023

Inter-segment sales 6,818 3,579

Eliminations (6,818) (3,579)

Net sales 117,611 94,023

Cost of sales1

89,309 64,165

Gross profit 28,302 29,858

BASX

External sales $ 135,358 $ 66,193

Inter-segment sales (2) 43

Eliminations 2 (43)

Net sales 135,358 66,193

Cost of sales1

102,967 50,287

Gross profit 32,391 15,906

Consolidated gross profit $ 124,965 $ 86,364

1 Presented after intercompany eliminations.

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

Consolidated gross profit $ 124,965 $ 86,364

Less: Selling, general and administrative expenses 67,906 51,293

Add: gain on disposal of assets — (40)

Consolidated income from operations $ 57,059 $ 35,111

AAON, Inc. and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

March 31, 2026 December 31, 2025

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

Current assets:

Cash and cash equivalents $ 13 $ 13

Restricted cash 1,087 1,226

Accounts receivable, net 290,161 314,387

Income tax receivable 19,691 27,445

Inventories, net 313,203 261,151

Contract assets, net 298,368 247,037

Prepaid expenses and other 21,177 17,921

Total current assets 943,700 869,180

Property, plant and equipment, net 654,857 631,262

Intangible assets, net and goodwill 171,913 165,799

Right of use assets 17,335 17,988

Other long-term assets 1,907 2,281

Total assets $ 1,789,712 $ 1,686,510

Liabilities and Stockholders' Equity

Current liabilities:

Short-term obligations of NMTC1

7,535 7,535

Accounts payable 160,139 110,437

Accrued liabilities 136,731 132,213

Contract liabilities 55,229 80,670

Total current liabilities 359,634 330,855

Debt, long-term 425,154 398,320

Deferred tax liabilities 34,899 30,313

Other long-term liabilities 27,038 23,299

New markets tax credit obligations1

8,778 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, 81,851,483 and 81,691,075 issued and outstanding at March 31, 2026 and December 31, 2025, respectively

327 327

Additional paid-in capital 71,913 64,358

Retained earnings 861,969 830,300

Total stockholders' equity 934,209 894,985

Total liabilities and stockholders' equity $ 1,789,712 $ 1,686,510

1 Held by variable interest entities

AAON, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

Three Months Ended March 31,

2026 2025

Operating Activities (in thousands)

Net income $ 39,815 $ 29,292

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

Depreciation and amortization 20,903 18,943

Amortization of debt issuance costs 40 52

Amortization of right of use assets 40 25

(Recoveries of) Provision for losses on accounts receivable, net of adjustments (120) 88

Provision for excess and obsolete inventories, net of write-offs 701 57

Share-based compensation 7,696 4,021

Other — (45)

Deferred income taxes 4,586 5,976

Changes in assets and liabilities:

Accounts receivable 24,346 (17,631)

Income tax receivable 7,754 (3,323)

Inventories (52,753) (11,489)

Contract assets (51,331) (53,235)

Prepaid expenses and other long-term assets (1,487) (2,703)

Accounts payable 50,375 21,625

Contract liabilities (25,441) 1,508

Extended warranties 4,387 37

Accrued liabilities and other long-term liabilities 4,483 (2,412)

Net cash provided by (used in) operating activities 33,994 (9,214)

Investing Activities

Capital expenditures (45,127) (46,723)

Grant proceeds received 1,650 —

Proceeds from sale of property, plant and equipment — 40

Acquisition of intangible assets (7,808) (3,717)

Principal payments from note receivable — 12

Net cash used in investing activities (51,285) (50,388)

Financing Activities

Borrowings of debt 252,867 235,925

Payments of debt (226,033) (138,411)

Payment related to financing costs (1,395) —

Stock options exercised 3,062 4,356

Repurchase of stock - open market — (31,536)

Repurchases of stock - LTIP plans (Note 17) (3,203) (6,768)

Cash dividends paid to stockholders (8,146) (8,095)

Net cash provided by financing activities 17,152 55,471

Net decrease in cash, cash equivalents, and restricted cash (139) (4,131)

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

Cash, cash equivalents, and restricted cash, end of period $ 1,100 $ 2,383

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 March 31,

2026 2025

(in thousands)

Net income, a GAAP measure $ 39,815 $ 29,292

Add: Memphis incentive fee1

— 2,700

Profit sharing effect2

— (230)

Tax effect — (627)

Non-GAAP adjusted net income $ 39,815 $ 31,135

Non-GAAP adjusted earnings per diluted share $ 0.48 $ 0.37

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 March 31,

2026 2025

(in thousands)

Net income, a GAAP measure $ 39,815 $ 29,292

Depreciation and amortization 20,903 18,943

Interest expense, net 5,055 2,802

Income tax expense 12,266 3,191

EBITDA, a non-GAAP measure $ 78,039 $ 54,228

Add: Memphis incentive fee1

— 2,700

Profit sharing effect2

— (230)

Adjusted EBITDA, a non-GAAP measure $ 78,039 $ 56,698

Adjusted EBITDA margin 15.7 % 17.6 %

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 March 31,

2026 2025

(in thousands)

Non-GAAP Adjusted Selling, General and Administrative Expenses

SG&A, a GAAP measure $ 67,906 $ 51,293

Less: Memphis Incentive Fee1

— 2,700

Profit Sharing effect2

— (230)

Non-GAAP adjusted SG&A expenses $ 67,906 $ 48,823

As a percent of sales 13.7 % 15.2 %

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.

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Cover Page

May 07, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

May 07, 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

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Pre-commencement Tender Offer

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Pre-commencement Issuer Tender Offer

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Title of 12(b) Security

Common Stock

Trading Symbol

AAON

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

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- Definition

Area code of city

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No definition available.

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- Definition

Cover page.

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No definition available.

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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.

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No definition available.

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Period Type:

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- 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'.

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No definition available.

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- Definition

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

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Name of the City or Town

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No definition available.

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Code for the postal or zip code

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No definition available.

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Name of the state or province.

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No definition available.

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- Definition

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

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Indicate if registrant meets the emerging growth company criteria.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- 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.

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No definition available.

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

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No definition available.

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- Definition

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

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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- Definition

Local phone number for entity.

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No definition available.

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- 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

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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.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

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-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

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

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Name:

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- 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

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- Definition

Trading symbol of an instrument as listed on an exchange.

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- 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.

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

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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